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Note 3 - Long-term Debt | 9 Months Ended
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Sep. 30, 2018
Notes to Financial Statements |
Debt Disclosure [Text Block] | 3 . Long-term Debt As of September 30, 2018 and December 31, 2017, long-term debt primarily consisted of obligations under our 2017 Senior Credit Facility (as defined below), our 5.125% Senior Notes due 2024 (the “2024 Notes”) and our 5.875% Senior Notes due 2026 (the “2026 Notes”), as follows (in thousands):
|  | September 30, |  |  | December 31, |
|  | 2018 |  |  | 2017 |
Long-term debt including current portion: |  |  |  |  |  |  |  |
2017 Senior Credit Facility |  |  | 595,026 |  |  |  | 635,234 |
2024 Notes |  |  | 525,000 |  |  |  | 525,000 |
2026 Notes |  |  | 700,000 |  |  |  | 700,000 |
Total outstanding principal |  |  | 1,820,026 |  |  |  | 1,860,234 |
Unamortized deferred loan costs - 2017 Senior Credit Facility |  |  | (9,890 | ) |  |  | (11,777 | )
Unamortized deferred loan costs - 2024 Notes |  |  | (5,994 | ) |  |  | (6,743 | )
Unamortized deferred loan costs - 2026 Notes |  |  | (8,637 | ) |  |  | (9,473 | )
Unamortized premium - 2026 Notes |  |  | 4,729 |  |  |  | 5,187 |
Less current portion |  |  | - |  |  |  | (6,417 | )
Net carrying value |  | $ | 1,800,234 |  |  | $ | 1,831,011 |
Borrowing availability under the Revolving Credit Facility |  | $ | 100,000 |  |  | $ | 100,000 |
On February 7, 2017, we entered into a Third Amended and Restated Credit Agreement (the “2017 Senior Credit Facility”). As of September 30, 2018, the 2017 Senior Credit Facility provided total commitments of $695.0 million, consisting of a $595.0 million term loan facility (the “2017 Term Loan”) and a $100.0 million revolving credit facility (the “2017 Revolving Credit Facility”). For all of our interest bearing obligations, we made interest payments of approximately $74.4 million and $77.5 million during the nine -months ended September 30, 2018 and 2017, respectively. We did not capitalize any interest payments during the nine -months ended September 30, 2018 or 2017. Borrowings under the 2017 Term Loan bear interest, at our option, at either the London Interbank Offered Rate (“LIBOR”) or the Base Rate (as defined below), in each case, plus an applicable margin. Currently, the applicable margin is 2.25% for LIBOR borrowings and 1.25% for Base Rate borrowings. The applicable margin is determined quarterly based on our leverage ratio as set forth in the 2017 Senior Credit Facility (the “Leverage Ratio”). If our Leverage Ratio is less than or equal to 5.25 to 1.00, the applicable margin is 2.25% for all LIBOR borrowings and 1.25% for all Base Rate borrowings, and if the Leverage Ratio is greater than 5.25 to 1.00, the applicable margin is 2.5% for all LIBOR borrowings and 1.5% for all Base Rate borrowings. As of September 30, 2018, the interest rate on the balance outstanding under the 2017 Term Loan was 4.4%. Borrowings under the 2017 Revolving Credit Facility currently bear interest, at our option, at either LIBOR plus 1.50% or Base Rate plus 0.50%, in each case based on a first lien leverage ratio test as set forth in the 2017 Senior Credit Facility (the “First Lien Leverage Ratio”). Base Rate is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) LIBOR plus 1.00%. We are required to pay a commitment fee on the average daily unused portion of the 2017 Revolving Credit Facility, which rate may range from 0.375% to 0.50% on an annual basis, based on the First Lien Leverage Ratio. The 2017 Revolving Credit Facility matures on February 7, 2022, and the 2017 Term Loan matures on February 7, 2024. Our obligations under the 2017 Senior Credit Facility are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the 2017 Senior Credit Facility. Gray Television, Inc. is a holding company, and has no material independent assets or operations. For all applicable periods, the 2024 Notes and 2026 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Television, Inc.'s subsidiaries. Any subsidiaries of Gray Television, Inc. that do not guarantee the 2024 Notes and 2026 Notes are minor. As of September 30, 2018, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to the guarantor subsidiaries. The 2017 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the 2017 Revolving Credit Facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes and 2024 Notes include covenants with which we must comply which are typical for borrowing transactions of their nature. As of September 30, 2018 and December 31, 2017, we were in compliance with all required covenants under all our debt obligations. On July 27, 2018, we prepaid $37.0 million of our 2017 Term Loan in order to comply with the 2017 Senior Credit Facility’s requirements related to our sale of broadcast spectrum in the FCC’s 2017 spectrum auction. This prepayment satisfied all future quarterly principal payment obligations under the 2017 Term loan. Transactions Related to the Raycom Merger In connection with the Raycom Merger, we expect to ( 1 ) replace our existing $100 million revolving credit facility under our senior credit facility with a new five year revolving credit facility, the terms of which will provide for up to $200 million in available borrowings and a maturity date extended until the fifth anniversary of the closing of the Raycom Merger, and ( 2 ) incur a $1.4 billion incremental term loan (the “2018 Term Loan) under an amended and restated senior credit facility, which is expected to have a maturity date on the seventh anniversary of the closing of the Raycom Merger, all subject to market conditions at the time of financing and pursuant to our financing commitment letter. In addition, Gray Escrow, Inc. (“Escrow Issuer”), a special purpose wholly-owned subsidiary, expects to issue $750.0 million in aggregate principal amount of senior unsecured notes due 2027 (the “2027 Notes”), which Gray intends to assume upon consummation of the Raycom Merger. The proceeds of the 2018 Term Loan and the 2027 Notes would be used to fund a portion of the cash consideration payable in the Raycom Merger. Please refer to Note 11, Subsequent Events for a description of the these debt financing transactions.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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