Gray Television, Inc. entered into an agreement to acquire Quincy Media, Inc. from Ralph M. Oakley for approximately $930 million.
February 31, 2021
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Gray Television, Inc. (NYSE:GTN) entered into an agreement to acquire Quincy Media, Inc. from Ralph M. Oakley for approximately $930 million on January 31, 2021. Acquisition includes number 1 television station in 7 markets, number 2 station in a 9th market, and an additional station in an existing Gray market. Gray intends to finance the transaction with cash on hand and/or new debt. Wells Fargo has provided a debt financing commitment for an incremental loan to finance up to the full purchase price of $925 million. Gray will acquire Quincy’s Heroes & Icons affiliate WSJV in South Bend, Indiana (DMA 98) as well as WGEM(AM)/-FM in Quincy, Illinois. Gray will not acquire Quincy’s newspaper operations, which will be divested prior to the transaction closing. To facilitate prompt regulatory approvals, Gray has elected to divest Quincy’s high quality television stations in few markets. The termination fee will be paid by Gray Television in an amount of $25 million to Quincy Media and if agreement is terminated by Quincy Media then Quincy Media will pay termination fee in amount of $25 million.
The transaction purchase price represents a multiple of approximately 6.9 times a blended average of Quincy’s 2019/2020 earnings before interest, taxes, depreciation and amortization. The transaction is subject to the receipt of regulatory and other approvals including receipt of approval from the Federal Communications Commission and the expiration or early termination of the waiting period applicable to the Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction has been approved unanimously by the Boards of Directors of both Gray and Quincy. As of July 28, 2021, U.S. justice department will require quincy media to divest 10 broadcast tv stations in seven local markets as condition of proposed tie up. The transaction is expected to close in the third quarter of 2021. The transaction will be immediately accretive to Gray’s free cash flow per share. Bruce Levy, John Schwarz, and Alex Berghorst of Wells Fargo Securities, LLC acted as financial advisor and Elizabeth Spainhour and Mark J. Prak of Brooks, Pierce, McLendon, Humphrey & Leonard, LLP and Steve Siebers of Scholz Loos Palmer Siebers & Duesterhaus LLP acted as legal advisors to Quincy. Maureen Nagle, Alex Weaver and John R. Feore of Cooley LLP acted as legal advisor to Gray Television.
Gray Television, Inc. is a multimedia company that owns local television stations and digital assets in the United States. The Company operates through two segments: broadcasting and production companies. The broadcasting segment operates television stations in local markets in the United States. The production companies segment includes the production of television and event content. It serves approximately 113 television markets in the United States. Its portfolio includes approximately 79 markets with the top-rated television station and 102 markets with the first and/or second rated television station. It also owns video program companies Raycom Sports, Tupelo Media Group, PowerNation Studios, as well as the studio production facilities Assembly Atlanta and Third Rail Studios. Its network affiliations include the Big Four networks and many smaller networks. Its stations also provide content through digital platforms, including a local station Website and one or more digital apps.
GRAY TELEVISION, INC. 
