GTN

Gray Television Offers Cash Tender for Senior Notes

Gray Television, Inc. has announced the commencement of a cash tender offer for its 5.875% senior notes due 2026. The offer to purchase, dated May 20, 2024, sets forth the terms and conditions of the tender offer. The offer provides that each holder of the notes who validly tenders and does not subsequently withdraw their notes at or prior to 11:59 p.m., New York City time, on June 3, 2024, will be eligible to receive the total consideration for the notes, which is $1,000.00 per $1,000.00 principal amount of notes tendered. The total consideration includes the early tender premium for the notes of $30.00 per $1,000.00 principal amount of notes tendered.

The tender offer is scheduled to expire at 11:59 p.m., New York City time, on June 17, 2024, unless extended or earlier terminated by Gray Television, Inc. The total offer consideration plus accrued and unpaid interest for notes that are validly tendered and not validly withdrawn on or before the early tender date and accepted for purchase will be paid by Gray Television, Inc. promptly following the early tender date, which is expected to be June 4, 2024. The tender offer consideration plus accrued and unpaid interest for notes that are validly tendered after the early tender date and on or before the expiration date and accepted for purchase will be paid by Gray Television, Inc. promptly following the expiration date, which is expected to be June 18, 2024.

Gray Television, Inc. 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.

This press release is for informational purposes only and does not constitute an offer to purchase, or a solicitation of an offer to purchase, any securities or an offer to sell, or the solicitation of an offer to sell, any securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. The market has reacted to these announcements by moving the company's shares -5.7% to a price of $6.18. For the full picture, make sure to review Gray Television's 8-K report.

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