ATLANTA, Sept. 24, 2012 /PRNewswire/ -- Gray Television, Inc. ("Gray" or the "Company") (NYSE: GTN) announced today the upsizing of its previously announced cash tender offer (the "Tender Offer"). Under the terms of the upsized Tender Offer, the Company is offering to purchase up to $268.5 million in aggregate principal amount (the "Maximum Tender Amount") of its outstanding 10½% senior secured second lien notes due 2015 (CUSIP No. 389375AE6) (the "Notes") on the terms, and subject to the conditions set forth in the Offer to Purchase, dated September 24, 2012 (the "Offer to Purchase"), and the related Letter of Transmittal, dated September 24, 2012 ("Letter of Transmittal"). The Maximum Tender Amount had previously been set at $225.0 million. Other than the new Maximum Tender Amount, the other terms and conditions of the Tender Offer remain unchanged.
Gray reserves the right, but is not obligated, to further increase the Maximum Repurchase Amount.
Gray's obligation to accept for purchase, and to pay for, Notes validly tendered and not properly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, including (i) Gray completing an offering of debt securities in an amount and on terms reasonably satisfactory to Gray and (ii) the entry by Gray into an amendment to Gray's senior credit facility that would allow it to complete the repurchase of Notes in the Tender Offer. Gray is not soliciting consents from holders of Notes in connection with the Tender Offer.None of Gray, its board of directors, the dealer managers or the information agent and tender agent makes any recommendation in connection with the Tender Offer. Holders must make their own decisions as to whether to tender their Notes and, if so, the principal amount of Notes to tender.
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