Gray Television announced that it intends to offer up to $1 billion aggregate principal amount of senior secured first lien notes due 2029, subject to market conditions. The offering will be exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”).

In connection with the offering of notes, Gray expects to (i) incur up to $750 million of a new tranche F term loan with a maturity date in 2029, (ii) increase the aggregate commitments under its existing $625 million revolving credit facility by $55 million, resulting in aggregate commitments under the revolving credit facility of $680 million and (iii) terminate commitments under a $72.5 million tranche of the revolving credit facility maturing in 2026 (collectively, the “Credit Agreement Refinancing”). The closing of this offering of notes is conditioned on the closing of the Credit Agreement Refinancing, and the closing of the Credit Agreement Refinancing is conditioned on the closing of this offering. The completion of the Credit Agreement Refinancing is subject to market and other conditions and there can be no assurance as to whether or when the Credit Agreement Refinancing may be completed, if at all.

The notes are being offered, together with the net proceeds of the new tranche F term loans, availability under its revolving credit facility and cash on hand, to refinance Gray’s $1.2 billion tranche E term loan due 2026, repurchase in a tender offer any and all of its outstanding 5.875% senior notes due 2026 and pay all fees and expenses in connection with the offering.

The notes will be guaranteed, jointly and severally, by each existing and future restricted subsidiary of Gray that guarantees Gray’s existing senior credit facility.

The notes and related guarantees will be offered only to qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.