Gray Television Commences Cash Tender Offer for Its 5.875% Senior Notes Due 2026

ATLANTA, May 20, 2024 (GLOBE NEWSWIRE) -- Gray Television, Inc. (“Gray,” the “Company,” “we,” or “our”) (NYSE: GTN) announced today the commencement of an offer to purchase for cash (the “Tender Offer”), subject to certain terms and conditions, any and all of its outstanding 5.875% Senior Notes due 2026 (the “Notes”).

The Tender Offer is being made pursuant to the Offer to Purchase dated May 20, 2024 (the “Offer to Purchase”), which sets forth a more detailed description of the Tender Offer, including the terms and conditions thereof. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offer.

The following table sets forth certain terms of the Tender Offer:

					Dollars per $1,000 Principal Amount of Securities
Title of Security		CUSIP Numbers		Principal Amount Outstanding		Tender Offer Consideration(1)		Early Tender Premium		Total Consideration(1)(2)
5.875% Senior Notes due 2026		389375 AJ5 U42511 AE2		$700,000,000		$970.00		$30.00		$1,000.00

(1)	Excludes accrued and unpaid interest up to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable.
(2)	Includes the Early Tender Premium.

Subject to the terms and conditions of the Tender Offer, each holder of the Notes who validly tenders and does not subsequently validly withdraw their Notes at or prior to 11:59 p.m., New York City time, on June 3, 2024 (such date and time, as it may be extended, the “Early Tender Date”) 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 “Early Tender Premium”). Tendered Notes may not be withdrawn after 11:59 p.m., New York City time, on June 3, 2024, unless otherwise required by law.   Holders of the Notes who validly tender their Notes after the Early Tender Date but at or prior to the expiration of the Tender Offer will be eligible to receive $970.00 per $1,000.00 principal amount of Notes tendered (the “Tender Offer Consideration”). Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest up to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable.