Gray Television Begins Tender Offer For 2026 Notes

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Gray Television on Monday put the wheels in motion on a cash offer for bondholders to put their dollars into notes due in 2026.


Pricing puts the value at 5.875% for Gray’s Senior Notes due 2026, as the Atlanta-headquartered company said the tender offer is being made pursuant to a concurrent purchase offer dated May 20 that sets forth a more detailed description of what Gray seeks from the financial community.

In that announcement, Gray confirmed that it intends to offer up to $1 billion aggregate principal amount of senior secured first lien notes due 2029, subject to market conditions. The offering is exempt from Securities Act registration requirements.

“Holders of the notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offer,” Gray said.

Gray expects to incur up to $750 million of a new tranche F term loan with a 2029 maturity date, while gaining the ability to grow its aggregate commitments under its existing $625 million revolving credit facility by $55 million. It also plans to terminate commitments under a $72.5 million tranche of the revolving credit facility maturing in 2026.

Gray explained that the closing of the note offering is conditioned on the closing of its Credit Agreement Refinancing, and that the CAR closing is conditioned on the closing of this offering.

“The completion of the Credit Agreement Refinancing is subject to market and other conditions and there can be no assurance as to whether or when the Credit Agreement Refinancing may be completed, if at all,” Gray said.

The notes are being offered, together with the net proceeds of the new tranche F term loans, availability under its revolving credit facility and cash on hand, to refinance Gray’s $1.2 billion tranche E term loan due 2026, 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 following table sets forth certain terms of the Tender Offer:

The “Total Offer Consideration” — plus accrued and unpaid interest for the notes that are validly tendered and not validly withdrawn on or before the Early Tender Date and accepted for purchase will be paid by Gray promptly following such date, which is anticipated to be June 4, Gray said.

That’s assuming all conditions to the Tender Offer have been satisfied or waived, Gray added.

Notes tendered after June 4 will be paid “promptly” by a final settlement date expect to be June 18.

“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 broadcast television station ownership group said, adding that its tender offer may be amended, extended, terminated or withdrawn by Gray in its sole discretion.

Gray has retained Truist Securities, BofA Securities, 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].

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