Gray Media, Inc. · NYSE:GTN
Gray Media — Gray Television — Debt Investor Presentation (October 2021)
30 slides from Gray Media's debt investor presentation, Oct 20, 2021
Slide 1: Gray Television, Inc. Lender Presentation
Gray Television, Inc. Lender Presentation NYSE:GTN October 2021 Strictly Private & Confidential Special Notice Regarding Publicly Available Information THE COMPANY HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS LENDER PRESENTATION IS EITHER PUBLICLY AVAILABLE OR DOES NOT CONSTITUTE MATERIAL
Slide 2: Disclaimer and Non-GAAP Financial Data
Disclaimer and Non-GAAP Financial Data This presentation contains certain forward looking statements that are statements other than those of historical fact based largely on Gray Television, Inc.’s (“Gray”, “Gray Television”, “GTN” or the “Company”) current expectations and reflect various estimates
Slide 3: Management Overview
Management Overview Hilton Howell, Jr. Kevin Latek Jim Ryan Executive Chairman and CEO, Gray Television, Inc. 27 years of broadcasting experience and 27 years with Gray Also currently serves as the following: Atlantic American Corporation – President & CEO Delta Life Insurance Company – CEO, EVP & G
Slide 4: Agenda
Agenda Transaction and Syndication Overview I Acquisition Overview II Key Credit Highlights III Historical Financial Overview IV Appendix V
Slide 5: Transaction and Syndication Overview
Transaction and Syndication Overview
Slide 6: Transaction Summary
Transaction Summary Financing The debt financing to fund the Meredith Transaction will total $2.625 billion and is expected to consist of $1.5 billion Term Loan D and $1.125 billion of New Unsecured Debt In conjunction with the Meredith Transaction, Gray has obtained commitments to upsize its Revolv
Slide 7: Sources & Uses and Pro Forma Capitalization
Sources & Uses and Pro Forma Capitalization Key Assumptions Gray acquires RemainCo in an all-cash transaction for $2.8 billion $55 million of expected synergies ($ in Millions) RemainCo OCF Sources & Uses Pro Forma Capitalization
Slide 8: Pro Forma Debt Maturity Schedule
Note: Reflects illustrative permanent financing structure; excludes Term Loan amortizations Represents new debt being raised Pro Forma Debt Maturity Schedule ($ in Millions) Extended and Staggered Debt Maturity Profile with No Significant Maturities until 2024
Slide 9: Acquisition Overview
- Acquisition Overview | NEWs © —_
Slide 10: Two Excellent Acquisitions
79 #1 Rated TV Stations $3.2 Billion in L8QA 6/30/21 CHB Blended Revenue Highest CHB OCF(2) / TVHH in the Industry Both transactions announced in 2021: Quincy Transaction closed 8/2/2021 Meredith Transaction expected to close Q4 2021 Two Excellent Acquisitions Source: Company filings, Nielsen and Co
Slide 11: Gray Television's New National Footprint
Gray Television’s New National Footprint1 Combined Company Highlights Pro Forma for the Quincy Transaction and Meredith Transaction
Slide 12: Combined Company Snapshot
Combined Company Snapshot Source: Nielsen and Comscore Note: Meredith RemainCo financial information compiled from unaudited financial statements of Local Media Group; totals may not sum due to rounding Pro forma for the Quincy Transaction and divestiture of WJRT Includes $55 million of synergies
Slide 13: Significant Identified and Achievable Meredith RemainCo Synergies
Significant Identified and Achievable Meredith RemainCo Synergies Total Expected Year 1 Annual Synergies of $55 Million Comprised of contracted step-up of Meredith RemainCo’s subscribers to Gray’s retransmission rates Net Retransmission Revenue ~$25 million Elimination of duplicative shared services
Slide 14: Key Credit Highlights
Key Credit Highlights
Slide 15: Summary of Key Credit Highlights
Summary of Key Credit Highlights Second Largest Television Broadcaster with High Quality Assets Diversified Sources of Revenue Across Networks and Markets Large Political Upside in Election Years with Key Presence in Swing States Robust Retransmission Revenue and Strong Relationship with Networks Tr
Slide 16: Gray Will be the Second Largest TV Broadcast Group
Gray Will be the Second Largest TV Broadcast Group with the Highest Quality Assets Source: Company filings, Wall Street research, BIA Investing in Television Market Report, Nielsen and Comscore Note: Dollars in millions, except Adj. EBITDA / TV household; Meredith RemainCo financial information comp
Slide 17: Strong Network and Distribution Positions
Strong Network and Distribution Positions Source: Company filings Note: Renewals exclude the impact of the Meredith Transaction Year End % Sub Base Retrans Renewals for In-Market Big-4 Subs: Significant Big-4 Network Renewals: 2022 2021 2023 2024 Note: Gray is shown pro forma for the Quincy Transact
Slide 18: Well Positioned for Political Revenue
Well Positioned for Political Revenue 2020 Political Revenue Per TV Household Revenue per company filings shown in millions of dollars. TV Household estimates from Comscore shown in millions. Gray PF is Gray (Net) plus Meredith (including synergies). Gray (Net) is CHB for the Quincy Transaction and
Slide 19: Record of Successful Integration and Meaningful Deleveraging
Note: Financial leverage excludes preferred stock; Figures are as reported and not pro forma for announced transactions (1) For 2014 and 2021, total debt netting all cash includes $10 million and $1 million in undrawn letters of credit, respectively Pro forma for Raycom financing Last eight quarter
Slide 20: Historical Financial Overview
Historical Financial Overview
Slide 21: Financial Policy
Financial Policy Equity Financial strategy aimed at deleveraging to mid-3x range by the end of 2024 Deleveraging to be driven by a combination of debt repayment and OCF growth Leverage Liquidity Gray’s policy is to maintain a conservative financial position that provides a reasonable margin of debt
Slide 22: Pro Forma Combined Historical Basis Financial Metrics
Pro Forma Combined Historical Basis Financial Metrics Net Revenue(1) OCF(1) & Margin Note: Totals may not sum due to rounding Pro forma for the Quincy Transaction and divestiture of WJRT ($ in Millions)
Slide 23: Gray CHB Financial Metrics
Gray CHB (Combined Historical Basis) Financial Metrics
Slide 24: RemainCo Financial Metrics
RemainCo Financial Metrics Note: Stand-alone RemainCo financials shown prior to Meredith Transaction synergies
Slide 25: Appendix: Non-GAAP Reconciliations, Disclaimers, and Definitions
Appendix: Non-GAAP Reconciliations, Disclaimers, and Definitions
Slide 26: Non-GAAP Reconciliation
Non-GAAP Reconciliation Gray CHB Gray Adjstments —_(lnel Quiney (es reported) _(Quincy- Flin) _and Excl Pint) _ Meredith (Meredith Operating Cash Flow as Defined in Senior Credit Facility 83
Slide 27: Non-GAAP Reconciliation (continued)
Non-GAAP Reconciliation (continued)
Slide 28: Non-GAAP financial measures definitions
From time to time, Gray supplements its financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) by disclosing the non-GAAP financial measures Broadcast Cash Flow, Broadcast Cash Flow Less Cash Corporate Expenses, Operating Cash
Slide 29: Disclaimers, Definitions, and Non-GAAP Financial Data
Disclaimers, Definitions, and Non-GAAP Financial Data The financial information attributable to Meredith Local Media Group for each of the periods presented are based on good faith estimates and assumptions of Gray management derived entirely from financial information provided by each respective en
Slide 30: Gray Television, Inc.
Gray Television, Inc. 4370 Peachtree Rd., NE Atlanta, Georgia 30319 www.gray.tv
Gray Television — Debt Investor Presentation (October 2021) on 6ix