For $925 million, Gray Television is grabbing all of the broadcast TV stations and the AM/FM radio combo in Quincy, Ill., owned by Quincy Media, Inc.
To get the deal done, six QMI stations in markets where market concentration concerns are present will be divested. What stations will Gray gain?
The family-owned media company in 16 markets, aside from Tucson primarily in the Midwest, will be selling to Gray the following stations it will integrate into its operations:
WPTA (ABC/NBC) and WISE (CW) in Fort Wayne, Indiana (DMA 104)
WEEK (NBC/ABC/CW) in Peoria, Illinois (DMA 118)
WREX (NBC/CW) in Rockford, Illinois (DMA 132)
KBJR (NBC/CBS) and KDLH (CW) in Duluth, Minnesota (DMA 136)
KTIV (NBC/CW) in Sioux City, Iowa (DMA 147)
KTTC (NBC/CW) in Rochester-Mason City, Minnesota-Iowa (DMA 156)
WBNG (CBS/CW) in Binghamton, New York (DMA 158)
WVVA (NBC/CW) in Bluefield-Beckley, West Virginia (DMA 162)
WGEM (NBC/FOX/CW) in Quincy, Illinois (DMA 172)
In addition, Gray is also acquiring Quincy’s Heroes & Icons affiliate WSJV-TV in South Bend, Ind.
Welcoming the station’s staff into the Gray family could come with some ease, as Gray likens itself to Quincy in some ways.
“Like Gray, Quincy’s portfolio of best-in-class television stations maintain local control over
programming and operational decisions and have reputations for a commitment to excellence in local news operations, programming, community engagement and public service,” the company said in a pre-market statement issued Monday (2/1). “Gray believes that the deep similarities between Gray and Quincy in terms of company cultures, award-winning journalistic commitments, and exceptional community service will help ensure a smooth integration of the acquired stations.”
Gray will not acquire Quincy’s newspaper operations, which will be divested prior to the Gray/Quincy closing.
The parties expect to close their transaction following receipt of regulatory and other approvals in the second or third quarter of 2021.
And, Gray expects that the Quincy transaction will be immediately accretive to Gray’s free cash flow per share.
Including expected year-one annualized synergies of approximately $23 million, the transaction purchase price represents a multiple of approximately 6.9x a blended average of Quincy’s 2019/2020 earnings before interest, taxes, depreciation and amortization.
How will Gray pay for the stations? It said it intends to finance the transaction, net of divestiture proceeds, with cash on hand and/or new debt.
Importantly, Wells Fargo Securities has provided a debt financing commitment for an incremental loan to finance up to the full purchase price of $925 million.
Gray anticipates that its expected “strong free cash flow generation” throughout 2021 should allow Gray to continue to deleverage its capital structure following the closing.
Further, Gray expects that its total leverage ratio, net of all cash and net of proceeds from divestiture sales, would approximate 4.0 times trailing eight-quarter operating cash flow, including estimated synergies, at year-end 2021.
The transaction requires no Gray shareholder vote will be required.
Wells Fargo Securities served as financial advisor to Quincy. Cooley LLP served as primary legal counsel for Gray. Brooks Pierce and Scholz, Loos, Palmer, Siebers and Duesterhaus LLP served as legal counsel for Quincy.
Gray currently owns and/or operates television stations and leading digital properties in 94 television markets. Gray also owns video program production, marketing, and digital businesses including Raycom Sports, TupeloRaycom, and RTM Studios, the producer of PowerNation programs and content.