Gray Sets Private Offering Of Senior Notes

Gray Television announced today that a special purpose wholly owned subsidiary of Gray intends to offer up to $500 million aggregate principal amount of senior notes due 2027.

The notes are being offered to finance — together with cash on hand and anticipated debt facilities and indebtedness of Gray — the acquisition of Raycom Media, which was announced on June 25. If the Raycom Merger is consummated and certain other conditions are satisfied, the net proceeds from the offering will be released from escrow to fund the Raycom Merger, and Gray will become the obligor under the notes.

Following that, the notes will be guaranteed, jointly and severally, by each existing and future restricted subsidiary of Gray that guarantees Gray’s existing senior credit facility.

The notes and related guarantees will be offered only to qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act.

The notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.