Gray Television, Inc. (NYSE:GTN) entered into an agreement and plan of merger to acquire Raycom Media, Inc. for an enterprise value of $3.5 billion on June 23, 2018. Under the terms of the transaction, all outstanding shares of Raycom capital stock, and options and warrants will be cancelled in exchange for aggregate consideration consisting of 11.5 million of common stock of Gray Television, $2.85 billion in cash (subject to certain adjustments) and $0.65 million shares of new series of perpetual preferred stock of the Gray Television. Gray has agreed to issue an aggregate of 11.5 million shares to certain security holders of Raycom. A portion of the aggregate consideration payable in the merger equal to $17 million of cash will be held in escrow to secure the indemnification obligations of Raycom security holders for the period commencing on closing date and ending 12 months thereafter. Shares of the new perpetual preferred stock of Gray Television will be issued to holders of warrants to purchase shares of Raycom capital stock outstanding immediately prior to the merger. On June 23, 2018, Gray entered into a financing commitment letter with Wells Fargo Bank, National Association pursuant to which Wells has committed to provide the debt financing for a portion of the purchase price to be paid to complete the merger and refinancing of certain existing indebtedness of Raycom, with an incremental term loan facility in an aggregate principal amount of $2.5 billion. As of November 1, 2018, Gray announced the offering of senior notes in the amount of $500 million which, along with cash on hand and certain anticipated debt facilities and indebtedness of Fray, will be used to fund the merger. In connection with the Raycom Merger, Gray and Raycom completed the divestitures of nine television stations in overlap markets consistent with the parties’ June 25, 2018, joint announcement of their merger. These station divestitures satisfy the conditions placed on the merger by the Antitrust Division of the U.S. Department of Justice and the Federal Communications Commission. After the completion of the acquisition, Raycom will survive merger as direct wholly owned subsidiary of Gray. Gray shareholders will retain 89% of the economic ownership of the company following the closing. Transaction excludes Raycom’s CNHI and PureCars businesses, which Gray will not be acquiring. Raycom has initiated processes to sell or spin off Community Newspaper Holdings, Inc. as well as PureCars. Upon the consummation of the merger, Gray will increase the size of its Board of Directors from nine to eleven members and Donald P. “Pat” LaPlatney, Raycom’s current President and Chief Executive Officer, and Paul H. McTear, Raycom’s former President and Chief Executive Officer, both of whom are currently directors of Raycom, will join Gray’s Board of Directors. Also at that time, Hilton H. Howell, Gray’s President and Chief Executive Officer, will become Gray’s Executive Chairman and Co-Chief Executive Officer, and Pat LaPlatney will become Gray’s President and Co-Chief Executive Officer. As on January 2, 2019, Gray promoted Sabra Cowart to Vice President, Accounting/Finance, and Becky Sheffield, formerly of Raycom, joined Gray as Vice President, Controller. Raycom’s Sandy Breland and Brad Streit joining in their new positions as Senior Vice Presidents, Local Media. Kevin Latek continues in his role as Chief Legal and Development Officer, reporting to Hilton. Ellenann Yelverton, formerly of Raycom, is now Gray’s Vice President and Deputy General Counsel, overseeing Gray’s legal department. Rob Folliard is now Vice President, Government Relations and Distribution. Nick Waller continues in his role as Chief Administrative Officer. Greg McCastle serves as Senior Vice President, Sales Strategy and Development. Cary Glotzer continues in his role overseeing Tupelo-Raycom, and Hunter Nickell continues to oversee Raycom Sports and RTM Studios. Dave Burke, formerly of Raycom, is Gray’s new Senior Vice President and Chief Technology Officer. Dianne Wilson, also formerly of Raycom, is Gray’s new Vice President, Employee Relations and Jan Goldstein who continues as Gray’s Vice President, Human Resources. Gray promoted Mike Braun to Senior Vice President, Gray Digital Media; Becky Meyer to Senior Vice President, National Sales; Mike Jones to Vice President, Political Sales; and Karen Youger to Vice President, Sales Operations, overseeing Traffic, the Programming Hub, and Matrix. The transaction is subject to customary closing conditions, including receipt of approval from the Federal Communications Commission, expiration or early termination of the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of certain customary third-party consents, signed by the requisite number of Raycom stockholders, adopting the merger agreement and approving the transaction and number of shares of Raycom Dissenting Shares shall be less than 7.5% of the outstanding prior to the closing. No Gray shareholder vote will be required. The transaction has been approved unanimously by the Boards of Directors of both Gray and Raycom and approved by the requisite vote of Raycom shareholders. As of December 14, 2018, Gray Television has obtained antitrust approval. As of December 20, 2018 Gray received approval from Federal Communications Commission of its previously announced acquisition of Raycom Media. Furthermore, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has now terminated. The parties expect to close the transaction in the fourth quarter of 2018. As of December 20, 2018, the transaction is expected to close on January 1, 2019. Gray expects that the Raycom transaction will be substantially accretive on a free cash flow per share basis. Bernadine B. Tripp of Tara Advisors, LLC acted as representative of Raycom stockholders. Kevin Mills and Maureen Nagle of Cooley LLP acted as legal advisors for Gray Television. Mark L. Hanson of Jones Day acted as legal advisor for Gray Television. Scott Dove and Jon Jordan of Robinson, Bradshaw & Hinson, P.A, along with Covington & Burling LLP acted as legal advisors for Raycom Media. Wells Fargo Securities, LLC served as financial advisor for Gray. Stonebridge Capital, LLC served as financial advisor for Raycom. Gray Television, Inc. (NYSE:GTN) completed the acquisition of Raycom Media, Inc. on January 2, 2019. On November 16, 2018, Gray Television completed the offering of $750.0 million of 7.0% unsecured notes due 2027 by its special purpose wholly-owned subsidiary. Gray Television assumed all obligations of the 2027 Notes upon completion of the Raycom Merger on January 2, 2019. As of December 31, 2018, the proceeds from this offering were held in escrow. On January 2, 2019, Gray Television amended its senior credit facility, pursuant to which it borrowed $1.4 billion of additional secured term loan financing and increased its un-drawn revolving credit facility to $200 million, issued $650.0 million of its 8.0% Series A Perpetual Preferred Stock, and issued 11.5 million shares of its common stock valued at $169.5 million.