UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2023 (March 17, 2023)
Gray Television, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Georgia | 001-13796 | 58-0285030 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4370 Peachtree Road, NE, Atlanta, Georgia | 30319 |
| (Address of Principal Executive Offices) | (Zip Code) |
404-504-9828
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
Class A common stock (no par value) | GTN.A | New York Stock Exchange |
common stock (no par value) | GTN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On March 17, 2023, Gray Television, Inc. entered into a first amendment (the “Amendment”) to its Fifth Amended and Restated Credit Agreement (as amended, 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 Amendment, among other things, updates the benchmark interest rate provision with respect to the existing $1,189,500,000 term loan facility (the "Term Loan C”) from the London Interbank Offered Rate (“LIBOR”) to a term rate based on the Secured Overnight Financing Rate (“Term SOFR”) as the reference rate for purposes of calculating interest (as outlined below). This change was effectuated by issuing a new term loan “E” facility (the "Term Loan E") pursuant to a cashless settlement in exchange for the Term Loan C. Pursuant to the Amendment, the entire outstanding principal amount of the Term Loan C was exchanged for the Term Loan E. Except as modified by the Amendment, the existing terms of the Credit Agreement remain in effect.
Term Loan E borrowings will bear interest, at the option of the Company, at either the Term SOFR plus an applicable margin or the Base Rate (as defined below) plus an applicable margin. The Company’s applicable margin with respect to the Term Loan E is 2.50% for all Term SOFR borrowings and 1.50% for all Base Rate borrowings. The Term Loan E matures on January 2, 2026.
The foregoing description of the Amendment does not purport to be complete and is qualified in its 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 provision of financial or other advisory services, including cash management, investment banking and brokerage services. These agents and lenders under the Credit Agreement, or their respective affiliates, have received, and may in the future receive, customary principal and interest payments, fees and expenses for these services.
Item 2.03. Creation of Direct Financial Obligations.
The information contained under Item 1.01 above is incorporated herein by reference..
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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. | |
| | | |
| March 21, 2023 | By: | /s/ James C. Ryan | |
| | | Name: | James C. Ryan | |
| | | Title: | Executive Vice President and Chief Financial Officer | |
