GRAY TELEVISION, INC.
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) July 15, 2008
Gray Television, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
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1-13796
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58-0285030 |
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(Commission File Numbers)
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(IRS Employer Identification No.) |
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4370 Peachtree Road, Atlanta, Georgia
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30319 |
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(Address of Principal Executive Offices)
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(Zip Code) |
404-504-9828
(Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 3.02. Unregistered sales of Equity Securities
On July 15, 2008, Gray Television, Inc. (the Issuer) issued a press release reporting the
issuance and sale of 250 shares its Series D Perpetual Preferred Stock (the Series D Preferred
Stock) having an aggregate liquidation value of $25.0 million. The Issuer received approximately
$23.0 million in net proceeds after issuance discounts and transaction expenses and used these
proceeds from the issuance to make a voluntary permanent prepayment of its outstanding term loan.
As described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on
June 27, 2008, and the exhibit thereto, the Issuer issued and sold 750 shares of its Series D
Preferred Stock having an aggregate liquidation value of $75.0 million and used $65.0 million of
the net proceeds to make a voluntary permanent prepayment of its then outstanding term loan.
After issuance of the 1,000 shares of Series D Preferred Stock and related payments on its
outstanding term loan, the Issuers outstanding term loan balance was $832.5 million and an
aggregate liquidation value of all of its now outstanding Series D Perpetual Preferred Stock was
$100 million.
The Series D Preferred Stock dividends will be paid quarterly in cash on April 15, July 15, October
15 and January 15 of each year, commencing October 15, 2008, at a rate per annum initially equal to
12.0%, increasing to 15.0% on January 1, 2009, payable in arrears on a cumulative basis.
A copy of the press release is hereby attached as Exhibit 99 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99 Press Release issued by Gray Television, Inc. on July 15, 2008
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Gray Television, Inc.
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July 16, 2008 |
By: |
/s/ James C. Ryan
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Name: |
James C. Ryan |
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Title: |
Chief Financial Officer and
Senior Vice President |
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Exhibit Index
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Exhibit No. |
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Description |
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99
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Press release issued by Gray Television, Inc. on July 15, 2008 |
EX-99 PRESS RELEASE
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Gray
Television, Inc.
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Exhibit 99 |
NEWS RELEASE
GRAY TELEVISION, INC. ISSUES AN ADDITIONAL $25 MILLION OF SERIES D PERPETUAL PREFERRED STOCK
Atlanta, Georgia July 15, 2008 . . . Gray Television, Inc. (we, us or our) (NYSE: GTN and
GTN.A) announced today that we have issued an additional $25 million liquidation value of our
Series D Perpetual Preferred Stock (the Series D Preferred Stock) in a privately placed
transaction to qualified investors. We received approximately $23 million in net proceeds after
issuance discounts and transaction expenses. We used the $23 million of net proceeds from the
issuance to make a voluntary permanent prepayment of our outstanding term loan.
We previously issued $75 million of our Series D Preferred stock on June 26, 2008. We have issued
this additional $25 million of Series D Preferred stock in response to the strong investor demand
for this security at the time of our initial offering.
Our total weighted average cost of capital for our outstanding debt and 1,000 shares of Series D
Preferred Stock is approximately 6.5%. We believe this overall cost of capital compares favorably
to that of other leveraged television broadcast companies.
After this $23 million voluntary permanent reduction to our outstanding term loan balance, our
outstanding term loan balance is $832.5 million and the liquidation value of our Series D Preferred
Stock is $100.0 million.
Our 1,000 shares of Series D Preferred Stock is the only issue of preferred stock we currently have
authorized, issued and outstanding. The Series D Preferred Stock dividends will be paid quarterly
in cash on April 15, July 15, October 15 and January 15 of each year, commencing October 15, 2008,
at a rate per annum initially equal to 12.0%, increasing to 15.0% on January 1, 2009, payable in
arrears on a cumulative basis.
Wachovia Securities acted as our financial advisor and placement agent on the Series D Preferred
Stock issuance.
4370 Peachtree Road, NE * Atlanta, GA 30319
(404) 504-9828 * Fax (404) 261-9607
Gray Television, Inc. is a television broadcast company headquartered in Atlanta, GA. Gray
currently operates 36 television stations serving 30 markets. Each of the stations are affiliated
with either CBS (17 stations), NBC (10 stations), ABC (8 stations) or FOX (1 station). In addition,
Gray currently operates 40 digital second channels including 1 ABC, 5 Fox, 8 CW and 16 MyNetworkTV
affiliates plus 8 local news/weather channels and 2 independent channels in certain of its
existing markets.
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For information contact: |
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Bob Prather
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Jim Ryan
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President
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Chief Financial Officer |
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(404) 266-8333
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(404) 504-9828 |
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