Gray Television, Inc. (“Gray,” the “Company,” “we,” or “our”)
(NYSE: GTN) announced today the commencement of an offer to
purchase for cash (the “Tender Offer”), subject to certain terms
and conditions, any and all of its outstanding 5.875% Senior Notes
due 2026 (the “Notes”).
The Tender Offer is being made pursuant to the Offer to Purchase
dated May 20, 2024 (the “Offer to Purchase”), which sets forth a
more detailed description of the Tender Offer, including the terms
and conditions thereof. Holders of the Notes are urged to carefully
read the Offer to Purchase before making any decision with respect
to the Tender Offer.
The following table sets forth certain terms of the Tender
Offer:
|
|
|
|
|
Dollars per $1,000 PrincipalAmount of
Securities |
|
Title of Security |
|
CUSIP Numbers |
|
Principal Amount Outstanding |
|
Tender Offer Consideration(1) |
|
Early Tender Premium |
|
Total Consideration(1)(2) |
|
5.875% Senior Notes due 2026 |
|
389375 AJ5U42511 AE2 |
|
$700,000,000 |
|
$970.00 |
|
$30.00 |
|
$1,000.00 |
|
(1) |
Excludes
accrued and unpaid interest up to, but not including, the Early
Settlement Date or the Final Settlement Date, as applicable, which
will be paid in addition to the Total Consideration or Tender Offer
Consideration, as applicable. |
| (2) |
Includes the Early Tender Premium. |
Subject to the terms and conditions of the Tender Offer, each
holder of the Notes who validly tenders and does not subsequently
validly withdraw their Notes at or prior to 11:59 p.m., New York
City time, on June 3, 2024 (such date and time, as it may be
extended, the “Early Tender Date”) will be eligible to receive the
“Total Consideration” for the Notes, which is $1,000.00 per
$1,000.00 principal amount of Notes tendered. The Total
Consideration includes the early tender premium for the Notes of
$30.00 per $1,000.00 principal amount of Notes tendered (the “Early
Tender Premium”). Tendered Notes may not be withdrawn after 11:59
p.m., New York City time, on June 3, 2024, unless otherwise
required by law. Holders of the Notes who validly
tender their Notes after the Early Tender Date but at or prior to
the expiration of the Tender Offer will be eligible to receive
$970.00 per $1,000.00 principal amount of Notes tendered (the
“Tender Offer Consideration”). Holders whose Notes are accepted for
purchase will also receive accrued and unpaid interest up to, but
not including, the Early Settlement Date (as defined below) or the
Final Settlement Date (as defined below), as applicable.
The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on June 17, 2024 (the “Expiration Date”), unless
extended or earlier terminated by Gray.
The Total Offer Consideration plus accrued and unpaid interest
for Notes that are validly tendered and not validly withdrawn on or
before the Early Tender Date and accepted for purchase will be paid
by Gray promptly following the Early Tender Date (the “Early
Settlement Date”). Gray expects that the Early Settlement Date will
be June 4, 2024, the first business day after the Early Tender
Date, assuming all conditions to the Tender Offer have been
satisfied or waived. The Tender Offer Consideration plus accrued
and unpaid interest for Notes that are validly tendered after the
Early Tender Date and on or before the Expiration Date and accepted
for purchase will be paid by Gray promptly following the Expiration
Date (the “Final Settlement Date”). Gray expects that the Final
Settlement Date will be June 18, 2024, the first business day after
the Expiration Date, assuming all conditions to the Tender Offer
have been satisfied or waived and assuming all Notes are not
purchased on the Early Settlement Date. No tenders will be valid if
submitted after the Expiration Date.
The obligation of Gray to accept for purchase, and to pay for,
any Notes validly tendered pursuant to the Tender Offer is
conditioned upon Gray raising funds for the purpose of financing
the Tender Offer that is sufficient to pay the aggregate Tender
Offer Consideration, including payment of accrued and unpaid
interest with respect to all Notes and related costs and expenses
(regardless of the amount of Notes tendered pursuant to the Tender
Offer) on terms and conditions acceptable to Gray, in its sole
discretion. The Tender Offer may be amended, extended, terminated
or withdrawn by Gray in its sole discretion.
Gray has retained Truist Securities, Inc., BofA Securities, Inc.
and Wells Fargo Securities, LLC to serve as Dealer Managers for the
Tender Offer. D.F. King & Co. has been retained to serve as the
Information Agent and Tender Agent for the Tender Offer. Questions
regarding the Tender Offer may be directed to Truist Securities,
Inc. at 3333 Peachtree Road, Atlanta, Georgia 30326, telephone
(404) 926-5262 (collect) Attn: Jim Gibbs. Requests for the Offer to
Purchase may be directed to D.F. King & Co. at (888) 887-0082
(toll-free) or (212) 269-5550 (collect for banks and brokers), and
at GTN@dfking.com.
Gray is making the Tender Offer only by, and pursuant to, the
terms of the Offer to Purchase. None of Gray, the Dealer Managers,
the Information Agent or the Tender Agent makes any recommendation
as to whether holders of the Notes should tender or refrain from
tendering their Notes. Holders of the Notes must make their own
decision as to whether to tender Notes and, if so, the principal
amount of the Notes to tender. The Tender Offer is not being made
to holders of the Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Tender Offer
to be made by a licensed broker or dealer, the Tender Offer will be
deemed to be made on behalf of Gray by the Dealer Managers or one
or more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
This press release is for informational purposes only and does
not constitute an offer to purchase, or a solicitation of an offer
to purchase, any securities or an offer to sell, or the
solicitation of an offer to sell, any securities, nor does it
constitute an offer or solicitation in any jurisdiction in which
such offer or solicitation is unlawful.
Forward-Looking Statements:
This press release contains certain forward-looking statements
that are based largely on Gray’s current expectations and reflect
various estimates and assumptions by Gray. These statements are
statements other than those of historical fact and may be
identified by words such as “estimates,” “expect,” “anticipate,”
“will,” “implied,” “intend,” “assume” and similar expressions.
Forward-looking statements are subject to certain risks, trends and
uncertainties that could cause actual results and achievements to
differ materially from those expressed in such forward-looking
statements. Such risks, trends and uncertainties, which in some
instances are beyond Gray’s control, include Gray’s ability to
consummate the Tender Offer, including the terms and timing
thereof, and other future events. Gray is subject to additional
risks and uncertainties described in Gray’s quarterly and annual
reports filed with the Securities and Exchange Commission from time
to time, including in the “Risk Factors,” and management’s
discussion and analysis of financial condition and results of
operations sections contained therein, which reports are made
publicly available via its website, www.gray.tv. Any
forward-looking statements in this communication should be
evaluated in light of these important risk factors. This press
release reflects management’s views as of the date hereof. Except
to the extent required by applicable law, Gray undertakes no
obligation to update or revise any information contained in this
communication beyond the date hereof, whether as a result of new
information, future events or otherwise.
About
Gray:
Gray Television, Inc. is a multimedia company headquartered in
Atlanta, Georgia. Gray is the nation’s largest owner of top-rated
local television stations and digital assets. Its television
stations serve 114 television markets that collectively reach
approximately 36 percent of US television households. This
portfolio includes 79 markets with the top-rated television station
and 102 markets with the first and/or second highest rated
television station. Gray also owns video program companies Raycom
Sports, Tupelo Media Group, and PowerNation Studios, as well as the
studio production facilities Assembly Atlanta and Third Rail
Studios. Gray owns a majority interest in Swirl Films. For more
information, please visit www.gray.tv.
Gray Contacts:
Jim Ryan, Executive Vice President and Chief
Financial Officer, 404-504-9828Jeff Gignac,
Executive Vice President, Finance, 404-504-9828Kevin P.
Latek, Executive Vice President, Chief Legal and
Development Officer, 404-266-8333
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