8-K

Gray Television, Inc.

April 29, 2021

/s/ James C. Ryan

James C. Ryan

Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 29, 2021

Gray Television, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia

001-13796

58-0285030

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


4370 Peachtree Road, NE, Atlanta, Georgia		30319
(Address of Principal Executive Offices)		(Zip Code)

404-504-9828

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock (no par value)	GTN.A	New York Stock Exchange
common stock (no par value)	GTN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

As previously announced, on January 31, 2021, Gray Television, Inc. (“Gray”) agreed to acquire all of the outstanding shares of capital stock of Quincy Media, Inc. (“Quincy”) for $925,000,000 in cash (the “Quincy Acquisition”). In order to facilitate prompt regulatory approval of the Quincy Acquisition, Gray elected to divest certain stations currently owned by Quincy. On April 29, 2021, Gray announced that it had reached an agreement to divest stations in seven markets to an affiliate of Allen Media Broadcasting, LLC for $380 million dollars in cash. The stations being sold are: KVOA (NBC), Tucson AZ; WKOW (ABC), Madison WI; WSIL/KPOB (ABC), Paducah KY - Harrisburg Il; KWWL (NBC), Cedar Rapids IA; WXOW/WQOW (ABC), La Crosse-Eau Claire WI; WAOW/WMOM (ABC), Wausau-Rhinelander WI; and WREX (NBC) Rockford IL. The closing of the sale of these stations will occur simultaneously with the closing of the Quincy Acquisition.