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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2016 (November 8, 2016)
GRAY TELEVISION, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Georgia (State or Other Jurisdiction of Incorporation) |
001-13796 (Commission File Number) |
58-0285030 (IRS Employer Identification No.) |
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4370 Peachtree Road, NE, Atlanta, GA 30319 (Address of Principal Executive Office) |
Registrant’s telephone number, including area code (404) 504 - 9828
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
Beginning on November 9, 2016 and from time to time, Gray Television, Inc. (the “Company”) intends to meet with, and make presentations to, prospective investors. A copy of the slides that may be used in connection with or referenced in such meetings is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information set forth under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as may be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On November 8, 2016, the Company issued a press release announcing an increase in the size of the Company’s share repurchase authorization, pursuant to which the Company may purchase up to an additional $75.0 million of its common stock prior to December 31, 2019.
A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Number |
Exhibit | |
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99.1 |
Slide presentation | |
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99.2 |
Press release dated November 8, 2016 | |
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.
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GRAY TELEVISION, INC.
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Date: November 8, 2016 |
By: |
/s/ James C. Ryan |
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James C. Ryan Executive Vice President and Chief Financial Officer
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EXHIBIT index
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Number |
Exhibit | |
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99.1 |
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Slide presentation |
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99.2 |
Press release dated November 8, 2016 | |
-4-
Exhibit 99.1
Exhibit 99.2
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NEWS RELEASE
GRAY ANNOUNCES $75 MILLION SHARE REPURCHASE AUTHORIZATION
Atlanta, Georgia – November 8, 2016. . . Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN and GTN.A) announced today that its Board of Directors has authorized the Company to repurchase up to an additional $75 million of its outstanding common stock (GTN) prior to December 31, 2019.
This authorization is in addition to existing authorization for the Company to repurchase up to an aggregate of 5,000,000 shares of its common stock and Class A common stock at such times as management deems appropriate, subject to any contractual or other restrictions. As of November 4, 2016, the Company had authority to purchase 279,200 shares of our common stock and Class A common stock under the previous authorization, which did not have a termination date.
The Company previously has stated that its Board would closely review its capital allocation throughout 2016 and would consider modifications following the political election season and the conclusion of the FCC’s broadcast spectrum auction. The Board decided to act at this time, however, based upon its determination that current market prices undervalue the Company’s long-term value, which provides an opportunity for a return of capital to stockholders.
Gray Chairman and CEO Hilton H. Howell, Jr., explained, “Reducing our debt level remains a high priority for Gray as we end this political season. But we also see this as an opportunity to provide a return of capital to our stockholders. We therefore intend to judiciously exercise our new authority to repurchase stock while keeping a close eye on our leverage. Simply put, we anticipate that the total repurchases in any year would range between 10% and 20% of our free cash flow.”
The extent to which the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The repurchase program does not require the Company to repurchase a minimum number of shares, and it may be modified, suspended or terminated at any time without prior notice. This new authorization prohibits the Company from purchasing shares directly from the Company’s officers, directors, or the Gray Television, Inc. Capital Accumulation Plan (401K plan).
As of November 4, 2016, Gray has 66,285,797 shares of common stock outstanding and 6,404,862 shares of Class A common stock outstanding. Shares repurchased will be held as treasury shares and may be used for general corporate purposes including, but not limited to, satisfying obligations under our employee benefit plans and long-term incentive plan.
4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 F 404.261.9607 | www.gray.tv
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About Gray Television:
Gray Television, Inc. (NYSE: GTN and GTN.A) is a television broadcast company headquartered in Atlanta, Georgia, that owns and operates television stations and leading digital assets in markets throughout the United States. We currently own and/or operate television stations across 51 television markets that collectively broadcast over 190 program streams including 36 channels affiliated with the CBS Network, 27 channels affiliated with the NBC Network, 19 channels affiliated with the ABC Network and 14 channels affiliated with the FOX Network. We own and/or operate the number-one or number-two ranked television station operations in essentially all of our markets, which collectively cover approximately 9.5 percent of total United States television households.
Cautionary Statements Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. These “forward-looking statements” are statements other than statements of historical fact and may relate to, among other things, the timing and amount of any stock repurchases, and our liquidity position. Actual results are subject to a number of risks and uncertainties and may differ materially from the current expectations and beliefs discussed in this press release. All information set forth in this release is as of November 8, 2016. We do not intend, and undertake no duty, to update this information to reflect future events or circumstances. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, each of which is on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.
Gray Contacts:
www.gray.tv
Hilton H. Howell, Jr., President and Chief Executive Officer, 404-266-5512
Jim Ryan, Executive Vice President and Chief Financial Officer, 404-504-9828
Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-504-9828
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