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): April 20, 2010 (April 19, 2010)
GRAY TELEVISION, INC.
(Exact name of registrant as specified in its charter)
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Georgia
(State or other jurisdiction of incorporation)
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001-13796
(Commission File Number)
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58-0285030
(IRS Employer Identification No.) |
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4370 Peachtree Road, NE, Atlanta, GA
(Address of principal executive offices)
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30319
(Zip Code) |
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 3.02. Unregistered Sales of Equity Securities
On April 19, 2010, Gray Television, Inc. (the “Company”) entered into an agreement (the
“Exchange Agreement”) with holders of shares of its Series D perpetual preferred stock. Pursuant
to the Exchange Agreement, the Company agreed to repurchase an aggregate of $75.59 million of
Series D perpetual preferred stock, including accrued dividends, in exchange for up to $50.0
million in cash and 8.5 million shares of common stock, no par value (“Common Stock”).
The shares of Common Stock to be issued pursuant to the Exchange Agreement will be issued
under an exemption from the registration requirements of the Securities Act of 1933 (the “Act”)
afforded by section 4(2) thereunder. The consummation of the repurchase of shares of Series D
perpetual preferred stock is subject to, and conditioned upon, the Company’s completion of its
offering of Notes (defined below), compliance with the terms of the Company’s senior credit
facility, as well as other customary closing conditions, and is expected to be completed
concurrently with the closing of the Company’s offering of Notes. With respect to the shares of
Common Stock to be issued pursuant to the Exchange Agreement, the Company has agreed to use
commercially reasonable efforts to (i) file a resale registration statement with the SEC within 60
days from the date of issuance of such shares, and (ii) have such registration statement declared
effective within 120 days after such date of issuance.
Item 7.01. Regulation FD Disclosure
On April 19, 2010, the Company issued a press release announcing its intention to offer,
pursuant to an exemption under the Act, $365.0 million in aggregate principal amount of senior
secured second lien notes due 2015 (the “Notes”). The Company intends to use the net proceeds from
the offering of Notes to (i) repay a portion of its term loans outstanding, (ii) repurchase shares
of its outstanding Series D perpetual preferred stock and (iii) pay certain related fees and
expenses, including advisory fees. The consummation of the offering of Notes will be conditioned
upon customary closing conditions.
A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by
reference herein.
The information contained in this report shall not constitute an offer to sell or a
solicitation of an offer to purchase any Notes in any jurisdiction in which such an offer,
solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit |
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99.1
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Press Release, dated April 19, 2010 |
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