Note 3 - Long-term Debt

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

3.     Long-term Debt

As of December 31, 2014, long-term debt balances consisted of the following (in thousands):

	December 31,
	2014		2013
Long-term debt:
2014 Senior Credit Facility	$	556,438	$	-
2012 Senior Credit Facility		-		159,000
2020 Notes		675,000		675,000
Excalibur Loan		-		3,000
Other		-		48
Total outstanding principal		1,231,438		837,048
Plus unamortized premium or less unamortized discount on our 2020 Notes		4,963		5,826
Less current portion		-		(224	)
Net carrying value	$	1,236,401	$	842,650
Borrowing availability under the 2014 Senior Credit Facility	$	50,000	$	-
Borrowing availability under the 2012 Senior Credit Facility	$	-	$	30,000

Senior Credit Facility

On June 13, 2014 (the “Closing Date”), Gray entered into an amendment and restatement of its then existing senior credit facility (the “2012 Senior Credit Facility”) in the form of a new agreement (the “2014 Senior Credit Facility”).

As of the Closing Date, the 2014 Senior Credit Facility provided total commitments of $575.0 million, consisting of a $525.0 million term loan facility (the “2014 Term Loan”) and a $50.0 million revolving credit facility (the “ 2014 Revolving Credit Facility”).

On the Closing Date, we borrowed $525.0 million under the 2014 Term Loan. Proceeds from borrowings under the 2014 Term Loan were used to repay all amounts outstanding under the 2012 Senior Credit Facility, to fund the cash purchase price to complete the Hoak Acquisition and to pay related fees and expenses, as well as for general corporate purposes.

On September 15, 2014, we amended the 2014 Senior Credit Facility to increase the commitments under the 2014 Term Loan to $625.0 million, and we borrowed an additional $100.0 million under the 2014 Term Loan. Proceeds from this borrowing were used to fund a portion of the cash purchase price to complete the SJL Acquisition.

2014 Term Loan borrowings bear interest, at our option, at either the Base Rate (as defined below) plus 1.75% to 2.0% or the London Interbank Offered Rate (“LIBOR”) plus 2.75% to 3.0%, subject to a LIBOR floor of 0.75%, in each case based on a first lien leverage ratio test as set forth in the 2014 Senior Credit Facility (the “First Lien Ratio Test”). The 2014 Term Loan also required us to make quarterly principal repayments equal to 0.25% of the outstanding principal amount of the 2014 Term Loan beginning September 30, 2014. However, in December 2014, we made voluntary principal pre-payments totaling $67.0 million on the outstanding balance of the 2014 Term Loan and as a result we are not required to make any additional principal payments until the 2014 Term Loan matures on June 13, 2021.

Borrowings under the 2014 Revolving Credit Facility bear interest, at our option, based on the Base Rate plus 1.0% to 1.5% or LIBOR plus 2.0% to 2.5%, in each case based on the First Lien Ratio Test. Base Rate is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) one-month LIBOR plus 1.0%. We are required to pay a commitment fee on the average daily unused portion of the 2014 Revolving Credit Facility, which rate ranges from 0.375% to 0.50% on an annual basis, based on a first lien ratio test.

The 2014 Revolving Credit Facility matures on June 13, 2019 and the 2014 Term Loan matures on June 13, 2021.

Excluding accrued interest, the amount outstanding under our 2014 Senior Credit Facility as of December 31, 2014 consisted solely of a 2014 Term Loan balance of $556.4 million. As of December 31, 2014, the interest rate on the balance outstanding under the 2014 Senior Credit Facility was 3.8%.

Our maximum borrowing availability under the 2014 Senior Credit Facility as a whole is limited by our required compliance with certain restrictive covenants, including a first lien net leverage ratio covenant. As a part of the 2014 Senior Credit Facility, our borrowing availability under the 2014 Revolving Credit Facility was $50.0 million as of December 31, 2014. Also as of December 31, 2014, we had a deferred loan cost balance, net of accumulated amortization, of $7.4 million related to the 2014 Senior Credit Facility.

Prior to the entry into the 2014 Senior Credit Facility, the 2012 Senior Credit Facility consisted of a revolving loan (the “2012 Revolving Credit Facility”) and a term loan (the “2012 Term Loan”). Excluding accrued interest, the amount outstanding under our 2012 Senior Credit Facility as of December 31, 2013 consisted solely of a 2012 Term Loan balance of $159.0 million. As of December 31, 2013, the interest rate on the balance outstanding under the 2012 Senior Credit Facility was 4.8%.

In connection with the entry into the 2014 Senior Credit Facility on June 13, 2014, we incurred loan issuance costs of approximately $7.1 million, including bank fees and other professional fees. In connection with our amendment on September 15, 2014, we incurred loan issuance costs of approximately $2.1 million, including bank fees and other professional fees.

The amendment and restatement of the 2012 Senior Credit Facility on June 13, 2014 was determined to be a significant modification and, as a result, we recorded a related loss from early extinguishment of debt of $4.9 million in the year ended December 31, 2014. The amendment of the 2014 Senior Credit Facility on September 15, 2014 was determined not to be a significant modification.

2020 Notes

As of December 31, 2014 and 2013, we had $675.0 million of our 7½% Senior Notes due 2020 (the “2020 Notes”) outstanding. As of December 31, 2014, the coupon interest rate and the yield on the 2020 Notes were 7.5% and 7.3%, respectively. As of December 31, 2014 and 2013, we had a deferred loan cost balance, net of accumulated amortization, of $11.3 million and $13.2 million, related to our 2020 Notes.

We may redeem some or all of the 2020 Notes at any time after October 1, 2015 at specified redemption prices. We may also redeem up to 35% of the aggregate principal amount of the 2020 Notes using the proceeds from certain equity offerings completed before October 1, 2015. In addition, we may redeem some or all of the 2020 Notes at any time prior to October 1, 2015 at a price equal to 100% of the principal amount thereof plus a make whole premium, and accrued and unpaid interest. If we sell certain of our assets or experience specific kinds of changes of control, we must offer to repurchase the 2020 Notes.

The 2020 Notes mature on October 1, 2020. Interest on the 2020 Notes is payable semiannually, on April 1 and October 1 of each year. As of December 31, 2014 and 2013, we were in compliance with all covenants required under the 2020 Notes.

Gray Television, Inc. is a holding company with no material independent assets or operations. For all periods presented, the 2020 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by all of Gray Television, Inc.’s subsidiaries. As December 31, 2014, there were no significant restrictions on the ability of Gray Television, Inc.’s subsidiaries to distribute cash to Gray or to the guarantor subsidiaries.

Excalibur Loan

Excalibur entered into a loan agreement for $3.0 million with a third party in order to finance its purchase of certain license assets of KXJB-TV in the Grand Junction, Colorado market as described in Note 2 “Acquisitions.” We guaranteed Excalibur’s obligations under the related loan agreement. From October 31, 2013 through December 15, 2014, Excalibur was considered to be a VIE whose financial condition and results of operations were consolidated with ours in accordance with GAAP. On December 15, 2014, we acquired the assets of KXJB-TV owned by Excalibur and the outstanding balance of the loan and all accrued interest thereon, in the total amount of $2.9 million, was repaid by Excalibur and our guarantee was terminated. As a result of this repayment and termination of the loan we recorded a loss on extinguishment of debt in the year ended December 31, 2014 of $0.2 million. Also see Note 1 “Description of Business and Summary of Significant Accounting Policies” for more information about Excalibur.

Other Costs Relating to Long-term Debt

During the year ended December 31, 2012, we redeemed all of our then-outstanding 10½% Senior Notes due 2015 (the “2015 Notes”) pursuant to a tender offer (the “Tender Offer”) and related redemption (the “Redemption”). In connection with the completion of the Tender Offer and Redemption, we recorded a loss from early extinguishment of debt of approximately $38.6 million in the year ended December 31, 2012.

In connection with the issuance of $375.0 million of our 2020 Notes in 2013, we incurred issuance costs of approximately $7.3 million, including bank fees and other professional fees. In connection with the issuance of $300.0 million of our 2020 Notes in 2012, we incurred issuance costs of approximately $7.3 million, including bank fees and other professional fees. Net proceeds from the sale of the $300.0 million of our 2020 Notes in 2012 were approximately $290.9 million, after deducting the initial purchasers’ discounts and fees and expenses. We used the net proceeds from the sale of $300.0 million of our 2020 Notes in 2012 to (i) repurchase all of the 2015 Notes validly tendered and not properly withdrawn in the Tender Offer on or before the early tender deadline thereof, (ii) pay related fees and expenses, including applicable Tender Offer premiums, and (iii) repurchase the outstanding shares of our Series D perpetual preferred stock, including paying accrued dividends thereon.

On October 12, 2012, we amended and restated our prior senior credit facility (the “Prior Credit Facility”) in the form of the 2012 Senior Credit Facility. Proceeds from borrowings under the 2012 Senior Credit Facility, together with cash on hand, were used to repay all remaining amounts outstanding under the Prior Credit Facility and to pay related fees and expenses.

In connection with the entry into the 2012 Senior Credit Facility, during the year ended December 31, 2012 we incurred loan issuance costs of approximately $9.9 million, including bank fees and other professional fees. The amendment and restatement of Prior Credit Facility was determined to be a significant modification and, as a result, we recorded a related loss from early extinguishment of debt of approximately $8.1 million in the year ended December 31, 2012.

Maturities

Aggregate minimum principal maturities on long-term debt as of December 31, 2014 were as follows (in thousands):

	Minimum Principal Maturities
Year	2014 Senior Credit Facility		2020 Notes		Total
2015	$	-	$	-	$	-
2016		-		-		-
2017		-		-		-
2018		-		-		-
2019		-		-		-
Thereafter		556,438		675,000		1,231,438
Total	$	556,438	$	675,000	$	1,231,438

Interest Payments

For all of our interest bearing obligations, we made interest payments of approximately $61.9 million, $49.4 million and $53.3 million during 2014, 2013 and 2012, respectively. We did not capitalize any interest payments during the years ended December 31, 2014, 2013 or 2012.