Note 11 - Subsequent Events

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Subsequent Events [Text Block]

11.

     Subsequent Events

Raycom Merger -

Debt Financing Transactions

In connection with the Raycom Merger, we expect to (

1

) replace our existing

$100

million revolving credit facility under our senior credit facility with a new

five

year revolving credit facility (the

“2018

Revolving Credit Facility”), the terms of which will provide for up to

$200

million in available borrowings and a maturity date extended until the

fifth

anniversary of the closing of the Raycom Merger, and (

2

) incur the

2018

Term Loan, which is expected to have a maturity date on the

seventh

anniversary of the closing of the Raycom Merger, all subject to market conditions at the time of financing and pursuant to our financing commitment letter. If the Raycom Merger is

not

completed by

December 15, 2018,

we will incur a ticking fee. If incurred, the ticking fee would be at a rate of

1.25%

of the

2018

Term Loan amount, from

December 16, 2018

to

January 15, 2019.

The ticking fee would increase to LIBOR plus

2.5%

on

January 16, 2019

until the Raycom Merger is completed.

In addition, Escrow Issuer expects to issue the

2027

Notes. The interest rate and yield on the

2027

Notes is expected to be

7.0%.

Upon consummation of the Raycom Merger, Escrow Issuer will merge with and into Gray, with Gray as the surviving company, and Gray is expected to assume all of Escrow Issuer’s obligations under the

2027

Notes. The

2027

Notes are expected to rank equally with the

2026

Notes and the

2024

Notes and the

2027

Notes are expected to mature on

May 15, 2027. 

Interest would be payable semiannually, on

May 

15

and

November 

15

of each year.

The proceeds of the

2018

Term Loan and the

2027

Notes would be used to fund a portion of the cash consideration payable in the Raycom Merger.