Gray Media, Inc. · NYSE:GTN

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

14 slides from Gray Media's merger presentation, Sep 15, 2015

  1. Slide 1: Gray Television's Acquisition of Schurz Communications' Broadcast Assets

    Gray Television’s Acquisition of Schurz Communications’ Broadcast Assets NYSE:GTN September 15, 2015 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: 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

  4. Slide 4: Acquisition Snapshot

    Acquisition Snapshot ($ in Millions) Gray TV (3) Schurz Pro Forma Financial Profile 2014 Net Revenue $621 $153 $774 (4) 2014 Broadcast Cash Flow $285 $64 $348 (4) 2014 Operating Cash Flow (1) $257 $64 $321 Scale (2) Stations 77 11 87 Markets 46 7 49 TV Household Reach 9.6 million (8.5%) 2.1 million

  5. Slide 5: Gray TV Pro Forma National Footprint

    Gray TV Pro Forma National Footprint Ranked #1 or #2 in 48 of 49 Markets Reaching approximately 9.3% of US TV households Sioux Falls, SD Omaha, NE Wausau - North Platte, NE Rapid City, SD Lincoln, NE Lansing, MI 4 FM Fargo, ND Rhinelander, WI Presque Isle, ME Cedar Rapids, IA Rockford, IL Bismarck,

  6. Slide 6: Overview of Schurz's Television Stations

    Overview of Schurz’s Television Stations: 6 out of 7 Markets are Ranked #1 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%

  7. Slide 7: Gray TV Continues its Strategic Transformation with Substantial Growth Opportunity

    Gray TV Continues its Strategic Transformation with Substantial Growth Opportunity 44% 38% FCC U.S. TV Household Cap: 39% 31% 30% 19% 18% 18% 14% 11% 9.3% 6% 4% 4% 4% 3% 3% 2% 2% 2% 1% 1% … Tribune Sinclair TEGNA Meredith Hearst EW Nexstar Raycom Cox Graham Weigel Sunbeam Hubbard Calkins Quincy Baha

  8. Slide 8: Schurz Acquisition Demonstrates Gray TV's Commitment to Acquire High-Quality Stations

    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

  9. Slide 9: 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  48 of 49 markets with stations ranked #1 or #2  39 of 49 markets with stations ranked #1  One of Two pure-play TV broadcasters with a full-time Washington DC News Bureau Gray Television, Inc. 8 8

  10. Slide 10: Schurz Acquisition Enhances Gray TV's Political Profile

    Schurz Acquisition Enhances Gray TV’s Political Profile 2014 Net Political Revenue Per TV Household (1) $11.40 $4.66 $4.40 $3.51 $3.45 $3.27 $1.75 (2) (3) (4) (5) (6) (7) Gray Meredith Media TEGNA Scripps Nexstar Sinclair Tribune General 2014 Political Revenue ($mm) $120 (1) $157 $160 $76 $56 $147 $

  11. Slide 11: Gray TV's Financial Scale Continues to Increase

    Gray TV’s Financial Scale Continues to Increase  Pro forma free cash flow from Schurz would have been approximately $40 million in 2014, and approximately $35 million on a blended 2013 / 2014 basis Net Revenue (1) ($ in Millions) LTM L8QA $774 $706 $638 $508 $405 $427 $346 $356 $346 $376 $308 $307

  12. Slide 12: Prudent Balance Sheet Management Leads to Deleveraging

    Prudent Balance Sheet Management Leads to Deleveraging  Gray has significantly reduced secured and total leverage from historical levels  Gray’s strategic investments have diversified its revenue base, allowing for significant free cash flow in both political and non-political years Net Financial

  13. Slide 13: Capitalization Overview

    Capitalization Overview  Net leverage at closing expected to be approximately 5.5x based on L8QA OCF with expected further de-levering in 2016  No near-term debt maturities Current Capitalization 6/30/2015 "As Reported" 6/30/2015 Pro Forma ($ in Millions) Cum. Cum. Cum. Cum. Actual Pro Forma xL8QA

  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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