Gray Television has shared the early tender results of its previously announced offer to purchase for cash any and all of its outstanding 5.875% Senior Notes due 2026, subject to the terms and conditions set forth in a purchase offer distributed on May 20 by the broadcast station ownership group.
According to D.F. King & Co. Inc., the Information Agent and Tender Agent for the Tender Offer, as of 11:59pm Eastern on Monday (6/3), Gray had received valid and not withdrawn tenders from registered holders of $690,032,000 aggregate principal amount outstanding of the Notes.
Withdrawal rights expired at that time, and holders of the notes who validly tendered and did not withdraw their notes prior to the Early Tender Date will receive the “Total Consideration” for the notes: $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 per $1,000.00 principal amount of notes tendered.
Gray expects that the Early Settlement Date will be Tuesday (6/4).
In addition, holders whose notes were accepted for purchase at or prior to the early tender date will also receive accrued and unpaid interest up to, but not including, the early settlement date. All conditions of the Tender Offer were satisfied or waived by Gray at the Early Tender Date.
Gray has elected to exercise its right to make payment for the notes that were validly tendered at or prior to the Early Tender Date and that are accepted for purchase on the Early Settlement Date.
The following table sets forth the principal amount of the Notes outstanding, the principal amount of Notes tendered at the Early Tender Date and the aggregate amount of Notes accepted for purchase by Gray:
| Title of Security | CUSIP Numbers | Principal Amount Outstanding |
Principal Amount Tendered at Early Tender Date |
Aggregate Principal Amount Accepted for Purchase |
||||
| 5.875% Senior Notes due 2026 | 389375 AJ5 U42511 AE2 |
$700,000,000 | $690,032,000 | $690,032,000 | ||||
The Tender Offer is scheduled to expire at 11:59pm Eastern on June 17, unless extended or earlier terminated by Gray.
Holders of the notes who validly tender their notes after the Early Tender Date but at or prior to the Expiration Date will be eligible to receive the total consideration, less the Early Tender Premium.
Holders whose Notes are accepted for purchase after the Early Tender Date but at or prior to the Expiration Date will also receive accrued and unpaid interest up to, but not including, the Final Settlement Date, which Gray expects will be June 18, the first business day 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 [email protected].
