Gray Announces Closing of Offering of $1.25 Billion of 10.500% Senior Secured First Lien Notes due 2029
2024年6月3日 - 11:50PM
Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that it
has completed its previously announced offering of $1.25 billion
aggregate principal amount of 10.500% senior secured first lien
notes due 2029 (the “Notes”). The Notes were issued at par.
The net proceeds from the Notes are being used, together with
the net proceeds of up to $500 million of a new tranche F term loan
and availability under its revolving credit facility, both under
the Company’s Senior Credit Facility, and cash on hand, to pre-pay
Gray’s $1.2 billion tranche E term loan due January 2, 2026 under
the Company’s Senior Credit Facility; repurchase in a tender offer
any and all of its outstanding 5.875% senior notes due 2026; and
pay all fees and expenses in connection with the offering.
The Notes are guaranteed, jointly and severally, by each
existing and future restricted subsidiary of Gray that guarantees
Gray’s existing senior credit facility.
Interest on the Notes accrues from June 3, 2024 and is payable
semiannually, on January 15 and July 15 of each year, commencing
January 15, 2025. The Notes mature on July 15, 2029.
The Notes and related guarantees have not been, and will not be,
registered under the Securities Act of 1933 or the securities laws
of any other jurisdiction and may not be offered or sold in the
United States absent registration or an applicable exemption
therefrom. The Notes were offered only to persons reasonably
believed to be qualified institutional buyers under Rule 144A and
to persons outside the United States under Regulation S.
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 senior credit facility refinancing or the tender
offer; the intended use of proceeds of the offering and the senior
credit facility refinancing; 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.
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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