Atlanta, Georgia – Gray Television, Inc. (“Gray”) (NYSE: GTN) today closed on its
previously announced acquisition of Meredith Corporation’s Local Media Group (“Meredith”) and its
17 television stations in 12 local markets for $16.99 per share in cash, or $2.8 billion in total
enterprise value. Gray’s portfolio of television stations now serve 113 local markets reaching
approximately 36 percent of US television households.
With estimated combined historical basis net revenue exceeding $3.2 billion on a blended
2020/2021 basis, Gray is now the nation’s second largest television broadcaster in terms of revenues.
In addition, with a new, larger portfolio including 79 markets with the top-rated television station and
101 markets with the first and/or second highest rated television station, Gray retains its position as
the largest owner of top-rated local television stations and digital assets in the United States.
“Gray is a far stronger company today with the exciting and transformative addition of
Meredith’s excellent television stations and its fine employees,” said Gray’s Executive Chairman and
CEO Hilton H. Howell. “We are grateful to the numerous professionals at Gray, Meredith and their
advisers who dedicated themselves over the past year to the successful completion of this
Gray’s acquisitions of Quincy Media, Inc. in August and of Meredith today are anticipated to
be approximately 50 percent accretive to blended 2021/22 free cash flow per share. Expected strong
free cash flow generation throughout 2021 and 2022 is anticipated to allow Gray to deleverage its
capital structure following the closing. As of the closing date, the blended average annual interest
rate on the aggregate $2.8 billion of incremental debt used, in part, to finance the Meredith
acquisition was an estimated 4.15 percent.
The Meredith acquisition will increase Gray’s net revenues and expenses in the fourth quarter
2021, resulting in the following updated guidance:
• Broadcasting net revenues to between $655 and $665 million, and
• Operating expenses (before depreciation, amortization, and (gain) loss on disposal of
o Broadcasting between $457 and $466 million including transaction related
expenses of between $19 and $20 million, and
o Corporate between $73 and $80 million including transaction related
expenses of between $51 and $54 million.
We anticipate that our total leverage ratio, as defined in our senior credit facility, at
December 31, 2021, will be approximately 5.4 times on a trailing eight-quarter basis, netting our total
cash balance and giving effect to all transaction related expenses.
Wells Fargo Securities, LLC served as financial advisor and Eversheds Sutherland LLP and
Jones Day served as legal counsel for Gray.