Gray Television Enters Material Definitive Agreement

TL;DR

Gray TV signed a big deal, could mean new debt or obligation.

AI Summary

On June 3, 2024, Gray Television, Inc. entered into a Material Definitive Agreement related to a financial obligation. The company also reported other events and filed financial statements and exhibits. Specific details regarding the agreement and financial obligation are not fully disclosed in the provided text, but the filing indicates a significant event for the company.

Why It Matters

This filing indicates a new material agreement and potential financial obligation for Gray Television, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which inherently carries financial risk that is not fully detailed.

Key Players & Entities

• Gray Television, Inc. (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported
• June 4, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $1,250,000,000 — ay ", " we " or the " Company ") issued $1,250,000,000 in aggregate principal amount of its 10
• $500 million — together with the net proceeds of up to $500 million of a new tranche F term loan and availa
• $1.2 billion — w), and cash on hand, to pre-pay Gray's $1.2 billion tranche E term loan due January 2, 2026
• $552.5 million — ommitments under the Company's existing $552.5 million revolving credit facility that matures
• $127.5 m — ility that matures December 31, 2027 by $127.5 million, and a concurrent termination of
• $72.5 million — ion of the separate commitments under a $72.5 million tranche of revolving commitments that m
• $680 million — under the revolving credit facility of $680 million (the " Revolving Credit Facility "). Pr
• $1.250 million — make quarterly principal reductions of $1.250 million beginning September 30, 2024. To the ex
• $690,032,000 — rm Loan F and cash on hand, to purchase $690,032,000 aggregate principal amount of the Compa
• $700 million — er Offer "), representing 98.58% of the $700 million aggregate outstanding principal amount

Filing Documents

• gtn20240603_8k.htm (8-K) — 52KB
• ex_683079.htm (EX-4.1) — 866KB
• ex_683297.htm (EX-10.1) — 1531KB
• ex_683080.htm (EX-99.1) — 7KB
• ex_683298.htm (EX-99.2) — 6KB
• ex_683299.htm (EX-99.3) — 22KB
• graynewlogo.jpg (GRAPHIC) — 32KB
• gtv.jpg (GRAPHIC) — 6KB
• 0001437749-24-019216.txt ( ) — 3141KB
• gtn-20240603.xsd (EX-101.SCH) — 4KB
• gtn-20240603_def.xml (EX-101.DEF) — 13KB
• gtn-20240603_lab.xml (EX-101.LAB) — 17KB
• gtn-20240603_pre.xml (EX-101.PRE) — 13KB
• gtn20240603_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Indenture On June 3, 2024, Gray Television, Inc. (" Gray ", " we " or the " Company ") issued $1,250,000,000 in aggregate principal amount of its 10.500% Senior Secured First Lien Notes due 2029 (the " Notes ") pursuant to an indenture, dated as of June 3, 2024, between the Gray, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the " Indenture "). The Notes were issued at par. The Notes were offered and sold pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the " Securities Act "). 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 Senior Credit Facility (as defined below), and cash on hand, to pre-pay Gray's $1.2 billion tranche E term loan due January 2, 2026 under the 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 terms of the Notes are governed by the Indenture. The Indenture contains covenants that limit the ability of the Company and any guarantors to, among other things, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into certain transactions with affiliates of the Company; (iv) enter into certain transactions that restrict distributions from restricted subsidiaries; (v) sell or otherwise dispose of assets; (vi) create or incur liens; merge, consolidate or sell all or substantially all of the Company's assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (viii) designate the Company's subsidiaries as unrest

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 above is hereby incorporated by reference.

01

Item 8.01 Other Events. Closing of the Offering of Notes On June 3, 2024, Gray issued a press release (the " Closing Press Release ") announcing the closing of the sale of the Notes. A copy of the Closing Press Release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein. Closing of Third Amendment On June 4, 2024, Gray issued a press release (the " Third Amendment Press Release ") announcing the closing of the Third Amendment. A copy of the Third Amendment Press Release is attached to this Report as Exhibit 99.2 and is incorporated by reference herein. Early Tender Offer Results The Company used a portion of the net proceeds of the Notes offering, together with net proceeds of the Term Loan F and cash on hand, to purchase $690,032,000 aggregate principal amount of the Company's outstanding 5.875% senior notes due 2026 (the " 2026 Notes ") that had been validly tendered and accepted for purchase in the cash tender offer announced on May 20, 2024 (the " Tender Offer "), representing 98.58% of the $700 million aggregate outstanding principal amount of the 2026 Notes. The Tender Offer expires on June 17, 2024. On June 4, 2024, the Company issued a press release announcing the early tender results of the Tender Offer. A copy of the press release issued by the Company announcing the early tender results is attached as Exhibit 99.3 to this Report and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 4.1 Indenture, dated as of June 3, 2024, by and among Gray Television, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent. 4.2 Form of 10.500% Senior Secured First Lien Note due 2029 (included in Exhibit 4.1). 10.1 Third Amendment to Senior Credit Facility, dated as of June 4, 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 June 3, 2024 announcing the closing of the offering of the Notes. 99.2 Press release issued by Gray Television, Inc., on June 4, 2024 announcing the closing of the Third Amendment. 99.3 Press release issued by Gray Television, Inc., on June 4, 2024 announcing the early tender results of the Tender Offer. 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. June 4, 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