Gray Television Enters Material Agreement, Incurs New Financial Obligation

TL;DR

**Gray Television just took on new debt or made a big deal, watch for details!**

AI Summary

Gray Television Inc. (GTN) filed an 8-K on February 20, 2024, reporting an event on February 16, 2024, concerning an entry into a material definitive agreement and the creation of a direct financial obligation. The filing indicates the company's Class A Common Stock and Common Stock are involved, suggesting a significant financial or structural change for the television broadcasting station company.

Why It Matters

This filing signals a potentially significant financial or operational shift for Gray Television, which could impact its balance sheet, future earnings, and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a new financial obligation and a material definitive agreement, the specifics of which are not detailed, introducing uncertainty.

Key Players & Entities

• GRAY TELEVISION INC (company) — Filer of the 8-K
• February 16, 2024 (date) — Date of earliest event reported
• February 20, 2024 (date) — Filing date of the 8-K
• 0000043196 (company) — Central Index Key (CIK) for Gray Television Inc.

FAQ

Key Financial Figures

• $500,000,000 — ommitments under the Company's existing $500,000,000 revolving credit facility (the "Revolvi
• $125,000,000 — ty (the "Revolving Credit Facility") by $125,000,000, resulting in aggregate commitments und
• $625,000,000 — under the Revolving Credit Facility of $625,000,000 and (ii) extends the maturity date of a
• $552,500,000 — and (ii) extends the maturity date of a $552,500,000 tranche of the Revolving Credit Facilit
• $72,500,000 m — che of the Revolving Credit Facility of $72,500,000 maturing on December 1, 2026 (subject to

Filing Documents

• gtn20240215_8k.htm (8-K) — 31KB
• ex_627533.htm (EX-10.1) — 1475KB
• ex_627500.htm (EX-99.1) — 9KB
• graynewlogo.jpg (GRAPHIC) — 32KB
• 0001437749-24-004641.txt ( ) — 1974KB
• gtn-20240216.xsd (EX-101.SCH) — 4KB
• gtn-20240216_def.xml (EX-101.DEF) — 13KB
• gtn-20240216_lab.xml (EX-101.LAB) — 17KB
• gtn-20240216_pre.xml (EX-101.PRE) — 13KB
• gtn20240215_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 16, 2024, Gray Television, Inc. (the "Company") entered into a second amendment (the "Second Amendment") to its Fifth Amended and Restated Credit Agreement (as amended, including by the Second Amendment, the "Credit Agreement"), dated as of December 1, 2020, by and among Gray Television, Inc., the guarantors party thereto, Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent, and the other agents and lenders party thereto. The Second Amendment, among other things, (i) increases the aggregate commitments under the Company's existing $500,000,000 revolving credit facility (the "Revolving Credit Facility") by $125,000,000, resulting in aggregate commitments under the Revolving Credit Facility of $625,000,000 and (ii) extends the maturity date of a $552,500,000 tranche of the Revolving Credit Facility to December 31, 2027 (subject to a springing maturity in certain circumstances set forth in the Second Amendment), with a remaining non-extending tranche of the Revolving Credit Facility of $72,500,000 maturing on December 1, 2026 (subject to a springing maturity in certain circumstances set forth in the Second Amendment). Except as modified by the Amendment, the existing terms of the Credit Agreement remain in effect. The foregoing descriptions of the Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The Company has various relationships with Wells Fargo and certain of the lenders and their respective affiliates, including as agents and lenders under the Company's prior credit facility. In addition, some of the other agents and the lenders under the Credit Agreement, or their respective affiliates, have had in the past, and may have in the future, various relationships with the Company involving the provisio

03. Creation of Direct Financial Obligations

Item 2.03. Creation of Direct Financial Obligations. The information contained under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 16, 2024, the Company issued a Press Release announcing (i) an update on the refinancing of the Credit Agreement, including the closing of the Revolving Credit Facilities, and (ii) that the Company had received its anticipated proceeds from the sale of Broadcast Music, Inc. The information set forth under this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as may be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Second Amendment to Credit Agreement, dated as of February 16, 2024, among Gray Television, Inc., the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent 99.1 Press Release issued by Gray Television, Inc. – on February 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Gray Television, Inc. February 16, 2024 By: /s/ James C. Ryan Name: James C. Ryan Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR