Gray Media, Inc. · NYSE:GTN

Gray Media — Gray Television — Merger or Acquisition (November 2015)

14 slides from Gray Media's merger presentation, November 2015

  1. Slide 1: Gray Television's Pending Transactions

    Gray Television’s Pending Transactions November, 2015 Includes All Announced Transactions 0

  2. Slide 2: Disclaimer

    Disclaimer This presentation contains certain forward-looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions by Gray. These statements may be identified by words such as “expect,” “anticipate,” “will,” “implied,” “assume” and similar ex

  3. Slide 3: Acquisition Snapshot

    Acquisition Snapshot (3) Schurz Pro Forma – All announced ($ in Millions) Gray TV transactions(9) (9) Financial Profile 2014 Net Revenue $621 $153 $744 (4) 2014 Broadcast Cash Flow $285 $64 $340 2014 Operating Cash Flow (1) (4) $257 $64 $318 Scale (2) Stations 77 11 88 Markets 46 7 50 TV Household R

  4. Slide 4: Transaction Overview and Acquisition Rationale

    Transaction Overview and Acquisition Rationale  On September 14, 2015, Gray TV (“Gray”) announced that it had reached an agreement to acquire all of the television and radio assets of Schurz Communications, Inc. (“Schurz”) for $442.5 million, inclusive of working capital  The purchase price repres

  5. Slide 5: Transaction Overview and Acquisition Rationale

    Transaction Overview and Acquisition Rationale  To facilitate regulatory approval, Gray announced agreements for the following transactions:  Gray will divest KAKE (ABC) – Gray’s station in Wichita, KS (DMA 65) in exchange for WBXX (CW) – Lockwood’s station in Knoxville, TN (DMA 62) and $11.2 mill

  6. Slide 6: Gray TV Pro Forma National Footprint

    Gray TV Pro Forma National Footprint Ranked #1 or #2 in 49 of 50 Markets Reaching approximately 9.4% of US TV households Rapid City, SD Lincoln, NE Sioux Falls, SD Omaha, NE Wausau - Rockford, IL Lansing, MI North Platte, NE Fargo, ND Rhinelander, WI Cedar Rapids, IA Flint, MI Bismarck, ND Madison,

  7. Slide 7: Overview of #1 Ranked Television Stations to be acquired

    Overview of #1 Ranked Television Stations to be acquired: 2014 BIA 2014 BIA DMA Affiliate Revenue Revenue Rank Market Station Primary Secondary Rank Share KWCH Weather+ 1 33% 65 Wichita - Hutchinson, KS KSCW 5 4% (1) KDCU 7 2% 67 Roanoke-Lynchburg, VA WDBJ 1 34% KY3 Weather+ 1 44% (2) 75 Springfield

  8. Slide 8: Overview of Other Television Stations to be acquired

    Overview of Other Television Stations to be acquired: 2014 BIA 2014 BIA DMA Affiliate Revenue Revenue Rank Market Station Primary Secondary Rank Share 62 Knoxville, TN KBXX 5 6% Pending purchase from Lockwood in exchange for Gray’s KAKE in Wichita, KS. Gray also owns WVLT the CBS in Knoxville 4 7% 1

  9. Slide 9: Schurz Acquisition Demonstrates Gray TV's Commitment

    Schurz Acquisition Demonstrates Gray TV’s Commitment To Acquire High-Quality Stations in Attractive Markets  Earn highest share of local and The Importance of Being #1 political revenue with highly-rated news platforms Higher  #1 Stations can secure more than Margins half of a market’s political a

  10. Slide 10: Leads the Industry with the Highest Quality Portfolio of Local Television Stations

    Gray Leads the Industry with the Highest Quality Portfolio of Local Television Stations  49 of 50 markets with stations ranked #1 or #2  40 of 50 markets with stations ranked #1  One of Two pure-play TV broadcasters with a full-time Washington DC News Bureau Note: Includes all announced transacti

  11. Slide 11: Leads the Industry in Political Ad Revenues

    Gray Leads the Industry in Political Ad Revenues 2014 Political Revenue Per TV Household $11.03 $4.40 $4.02 $3.63 $3.51 $3.45 $3.27 $1.75 (1) (2) (3) (4) (5) (6) (7) (8) TEGNA Media General Meredith Scripps Nexstar Sinclair Tribune 2014 Political Revenue ($mm) $118 $160 $111 $46 $76 $56 $147 $90 201

  12. Slide 12: Gray TV's Financial Scale Continues to Increase

    Gray TV’s Financial Scale Continues to Increase Net Revenue (1) LTM L8QA $744 $676 $608 ($ in Millions) $508 $405 $427 $346 $356 $346 $376 $308 $307 $327 2010 2011 2012 2013 2014 2013PF (2) 2014PF (2) '13/'14 PF)(2) L8QA Growth 3% 6% 9% 5% 14% -- -- -- LTM 2-Yr. Growth 6% 14% 17% 13% 25% -- -- -- Op

  13. Slide 13: Robust Free Cash Flow Generation

    Robust Free Cash Flow Generation Presidential Election Year Non Election Year Non Presidential Election Year 2012 OCF Buildup (1), (2) 2013 OCF Buildup (1), (2) 2014 OCF Buildup (1), (2) ($ in millions) ($ in millions) ($ in millions) 48.3% $234 59.8% $318 60.1% $328 48.7% $113 $195 54.6% 34.2% $190

  14. Slide 14: Questions & Answers

    Television # Digital * Mobile (SS) Meeeeiond EE} BSG Questions & Answers f i E' cH L bail g @ yd SOA EX Go Gs. BA xo ABSS SHEA

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