EX-99.2 4 d792370dex992.htm EX-99.2

0 Gray Television, Inc. Investor Presentation June 25, 2018 4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 | F 404.261.9607 | www.gray.tv Gray to Combine with Raycom to Become the Third Largest TV Broadcast Group Exhibit 99.2

Disclaimer and Non-GAAP Financial Data This presentation contains certain forward looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions. These statements may be identified by words such as “estimates”, “expect,” “anticipate,” “will,” “implied,” “assume” and similar expressions. Forward looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward looking statements. Such risks, trends and uncertainties, which in some instances are beyond Gray’s control, include Gray’s inability to complete its pending acquisition of Raycom on the terms and within the timeframe currently contemplated, any material regulatory or other unexpected requirements in connection therewith, or the inability to achieve expected synergies therefrom on a timely basis or at all, the impact of recently completed transactions, estimates of future retransmission revenue, future expenses and other future events. Gray is subject to additional risks and uncertainties described in Gray’s quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and management’s discussion and analysis of financial condition and results of operations sections contained therein. Any forward looking statements in this presentation should be evaluated in light of these important risk factors. This presentation reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this presentation beyond the published date, whether as a result of new information, future events or otherwise. Certain definitions, including the presentation of Combined Historical Basis (“CHB”) data, and reconciliations of the Company’s non-GAAP financial measures presented herein, including Operating Cash Flow (“OCF”) as defined in Gray’s senior credit facility, are contained in the Glossary and the Appendix. This full presentation, including the Glossary and the Appendix, can be found at www.gray.tv under Investor Relations –Presentations.

Highly Complementary Portfolio Will Expand Geographic Footprint Raycom Overlap Markets Gray Source: Company filings and projections, BIA Investing in Television Market Report and Nielsen Media Research Gives effect to all other pending acquisitions; before giving effect to overlap station divestitures Combined Historical Basis Operating Cash Flow as defined in Gray’s senior credit facility is equivalent to the presentation of Adj. EBITDA 92 Markets 24% of U.S. TV Households 62 #1 Rated TV Stations 92% of Markets with #1/#2 Rated TV Stations $2.0 Billion in 2016/2017 CHB Blended Revenue Highest CHB OCF(2) / TVHH in the Industry Anticipated Closing in Q4 2018 Expected Net Debt Leverage of ~5x at Closing Raycom Sports (marketing, production and events management and distribution company) Tupelo Raycom (sports and entertainment production company) RTM Productions (automotive programming production and marketing solutions company) Broadview Media (post-production / digital signage company) Excludes CNHI (newspapers) and PureCars (software); not being acquired by Gray Other Raycom Assets Combined Company Highlights(1)

A Compelling Combination Gray to combine with Raycom for $3.547 billion in enterprise value to become the third largest television broadcast group based on OCF, markets and stations Compelling geographic footprint with presence in 92 markets Nearly 400 separate program streams including approximately 165 affiliates of ABC, NBC, CBS, and FOX, and over 100 affiliates of CW, MyNetwork, and MeTV Creates meaningful scale and operating leverage Transaction excludes Raycom’s CNHI (newspapers) and PureCars (software) businesses, which Gray will not be acquiring Financially compelling combination with significant value creation Significant Year 1 identified annual synergies of $80 million with potential for upside CHB 2016/2017 blended net revenue of $2.0 billion and OCF of $782 million(1) Implied buy-side multiple of 7.5x Raycom 2018E/2019E blended OCF and 7.8x Raycom 2017A/2018E blended OCF, including expected Year 1 annual synergies and adjusted for expected NPV of Raycom’s NOLs(2) Transaction will be immediately accretive to free cash flow per share Clear regulatory path to approval – anticipated closing in Q4 2018 Planned divestitures of stations in the nine overlap markets represent <4% of combined OCF Source: Company management, Company Filings, BIA Investing in Television Market Report and Nielsen Media Research Prior to any overlap station divestitures; includes estimated Year 1 annual synergies and expected impact from all other pending acquisitions Expected NPV of Raycom’s NOLs is estimated to be approximately $150 million

Transaction Summary Debt Capital Structure $2.525 billion of underwritten committed debt financing from Wells Fargo Estimated net debt leverage of approximately 5.0x at closing Gray’s existing Term Loan B and Senior Unsecured Notes will remain in place Gray shareholders retain 89% economic ownership Gray and Raycom senior executives to lead the new best-in-class company Gray’s Chairman, President and CEO, Hilton Howell, to become Executive Chairman and Co-CEO Raycom’s President and CEO, Pat LaPlatney, to join Gray as Director, President, and Co-CEO Raycom’s former President and CEO, Paul McTear, will also join Gray’s Board of Directors Ownership / Management Gray to combine with Raycom for $3.647 billion in total proceeds ($3.547 billion enterprise value plus $100 million of Raycom cash) $2.850 billion in cash $650 million in new series of perpetual preferred stock 11.500 million shares of Gray Common Stock ($147 million)(1) Transaction Value and Proceeds Approvals & Timing Transaction unanimously approved by the Boards of Directors of both companies The transaction has been approved by the requisite vote of Raycom shareholders No Gray shareholder vote required Subject to FCC approval and other customary closing conditions Parties will divest or swap TV stations in all nine overlap markets Anticipated closing in Q4 2018 Based on Gray’s stock price of $12.80 per share as of June 22, 2018

Combined Company Snapshot – Continued Diversification Source: Company filings and projections, BIA Investing in Television Market Report and Nielsen Media Research Planned divestitures of stations in the nine overlap markets represent <4% of OCF Includes expected impact of all other pending acquisitions Includes $80 million of estimated Year 1 annual synergies and $11 million estimated OCF from all other pending acquisitions

Gray Will be the Third Largest TV Broadcast Group with the Highest Quality Assets 2016 / 2017 CHB Blended Adj. EBITDA(1) Source: Company filings, Wall Street research, BIA Investing in Television Market Report and Nielsen Media Research Note: Dollars in millions, except Adj. EBITDA / TV household; Raycom excludes CNHI (newspaper) and PureCars (software) assets, which will not be acquired by Gray Adj. EBITDA for Gray is OCF as defined in its senior credit facility Includes $400 million (midpoint of announced range) of Adj. EBITDA from Tribune including synergies; also includes $176 million of cash distributions from investments per company filings Includes $80 million of estimated Year 1 annual synergies and $11 million estimated OCF from other pending acquisitions; prior to any overlap station divestitures; metrics give effect to all other pending acquisitions Based on ’16/’17 as reported Adj. EBITDA of $737 million and incremental Adj. EBITDA of $35 million from acquisition of Midwest Broadcasting per Wall Street Research Private company metrics based on BIA blended ‘16/’17 revenue (including retransmission estimates) from owned and operated stations and digital subchannels and assumed same 35% average Adj. EBITDA margins based on Sinclair/Tribune Pro Forma, Nexstar, TEGNA and Gray, rounded to the closest $5 million TV Broadcast Affiliate Group Owners Significant capacity under FCC TVHH cap to continue to grow (2) (3) (5) (5) (4)

Significant Identified and Achievable Synergies Total Expected Year 1 Annual Synergies of $80 Million Comprised of contracted step-up of Raycom subscribers to Gray’s retransmission rates Net Retransmission Revenue ~$15 million Rationalization of station expenses and creation of efficient operations Elimination of duplicative shared services and other costs Creation of more efficient corporate operations including insourcing professional services, consulting, systems and other rationalizations Station-Level and Corporate Expenses ~$40 million 3rd Party Vendors Elimination of select identified third party contracts ~$15 million Digital & Other Cost savings on technology and digital operations Termination of redundant contracts and other ancillary expenses ~$10 million Total: ~$80 million Potential for Additional Synergies in the Mid- to Long-Term Note: Synergy analysis is post-divestitures

Appendix

Glossary “Combined Historical Basis” or “CHB” Combined Historical Basis reflects financial results that have been compiled by adding historical revenue and broadcast expenses to the historical revenue and broadcast expenses of the stations acquired in the Completed Transactions and subtracting the historical revenues and broadcast expenses of stations divested in the Completed Transactions as if they had been acquired or divested, respectively, on January 1, 2014 (the beginning of the earliest period presented). Combined Historical Basis financial information does not include any adjustments for other events attributable to the Completed Transactions except “Broadcast Cash Flow,” “Broadcast Cash Flow Less Cash Corporate Expenses,” “Operating Cash Flow,” “Operating Cash Flow as Defined in the Senior Credit Agreement” and “Total Leverage Ratio, Net of All Cash” each give effect to expected synergies, and “Free Cash Flow” on a Combined Historical Basis gives effect to the financings and certain expected operating synergies related to the Completed Transactions. “Operating Cash Flow,” “Operating Cash Flow as Defined in the Senior Credit Agreement” and “Total Leverage Ratio, Net of All Cash” on a Combined Historical Basis also reflect the add-back of legal and other professional fees incurred in completing acquisitions. Certain of the Combined Historical Basis financial information has been derived from, and adjusted based on, unaudited, unreviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from the Combined Historical Basis financial information if the Completed Transactions had been completed at the stated date. In addition, the presentation of Combined Historical Basis, “Broadcast Cash Flow,” “Broadcast Cash Flow Less Cash Corporate Expenses,” “Operating Cash Flow,” “Operating Cash Flow as Defined in the Senior Credit Agreement,” “Total Leverage Ratio, Net of All Cash,” “Free Cash Flow,” and the adjustments to such information, including expected synergies resulting from such transactions, may not comply with GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act. “Completed Transactions” All acquisitions or dispositions completed as of June 25, 2018. “Revenue” Revenue is presented net of agency commissions.

Non-GAAP Terms From time to time, Gray supplements its financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) by disclosing the non-GAAP financial measures Broadcast Cash Flow, Broadcast Cash Flow Less Cash Corporate Expenses, Operating Cash Flow as defined in Gray’s Senior Credit Agreement, Free Cash Flow and Total Leverage Ratio, Net of All Cash. These non-GAAP amounts are used by us to approximate the amount used to calculate key financial performance covenants contained in our debt agreements and are used with our GAAP data to evaluate our results and liquidity. These non-GAAP amounts may be provided on an As-Reported Basis as well as a Combined Historical Basis. “Broadcast Cash Flow” or “BCF” Net income plus loss from early extinguishment of debt, corporate and administrative expenses, broadcast non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast obligations and network compensation revenue “Broadcast Cash Flow Less Cash Corporate Expenses” Net income plus loss from early extinguishment of debt, non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast obligations and network compensation revenue “Free Cash Flow” or “FCF” Net income plus loss from early extinguishment of debt, non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, amortization of deferred financing costs, any income tax expense, non-cash 401(k) expense, pension expense less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast obligations, trade income, pension income, network compensation revenue, contributions to pension plans, amortization of original issue premium on our debt, capital expenditures (net of any insurance proceeds) and the payment of income taxes (net of any refunds received) “Operating Cash Flow” or “OCF” Defined in Gray’s Senior Credit Agreement as net income plus loss from early extinguishment of debt, non-cash stock based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense and pension expense less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast obligations, trade income, pension income, network compensation revenue, and cash contributions to pension plans “Total Leverage Ratio, Net of All Cash” Our Total Leverage Ratio, Net of All Cash is determined by dividing our Adjusted Total Indebtedness, Net of All Cash by our Operating Cash Flow as defined in our Senior Credit Agreement, divided by two. Our Adjusted Total Indebtedness, Net of All Cash represents the total outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement, less all cash. Our Operating Cash Flow as defined in our Senior Credit Agreement, divided by two represents our average annual Operating Cash Flow as defined in our Senior Credit Agreement for the preceding eight quarters These non-GAAP terms are not defined in GAAP and our definitions may differ from, and therefore not be comparable to, similarly titled measures used by other companies, thereby limiting their usefulness. Such terms are used by management in addition to and in conjunction with results presented in accord-ance with GAAP and should be considered as supplements to, and not as substitutes for, net income and cash flows reported in accordance with GAAP.

Annual Year-Over-Year Results (Gray Only) As Reported Basis As Reported Results Year Ended December 31 % Change % Change 2017 to 2017 to 2017 2016 2016 2015 2015 (dollars in thousands) Revenue (less agency commissions): Total $ 882,728 $ 812,465 9 % $ 597,356 48 % Political $ 16,498 $ 90,095 (82)% $ 17,163 (4)% Operating expenses (1) (2): Broadcast $ 557,563 $ 474,994 17 % $ 373,138 49 % Corporate and administrative $ 31,589 $ 40,319 (22)% $ 34,310 (8)% Non-GAAP Cash Flow (3): Broadcast Cash Flow (2) $ 329,056 $ 338,938 (3)% $ 225,528 46 % Broadcast Cash Flow Less Cash Corporate Expenses (2) $ 301,874 $ 302,497 (0)% $ 194,338 55 % Free Cash Flow $ 171,005 $ 148,126 15 % $ 93,984 82 % Excludes depreciation, amortization, and loss on disposal of assets Amounts have been reclassified to give effect to the implementation of ASU 2017-07 See definition of non-GAAP terms and reconciliation of the non-GAAP amounts to net income included elsewhere herein

Annual Year-Over-Year Results (Gray Only) Combined Historical Basis Combined Historical Basis Year Ended December 31 % Change % Change 2017 to 2017 to 2017 2016 2016 2015 2015 (dollars in thousands) Revenue (less agency commissions): Total $ 895,081 $ 946,001 (5)% $ 821,599 9 % Political $ 16,539 $ 117,538 (86)% $ 21,934 (25)% Operating expenses (1) (2): Broadcast $ 570,578 $ 552,981 3 % $ 523,241 9 % Corporate and administrative $ 31,589 $ 40,319 (22)% $ 34,310 (8)% Non-GAAP Cash Flow (3): Broadcast Cash Flow (2) $ 331,427 $ 401,014 (17)% $ 327,007 1 % Broadcast Cash Flow Less Cash Corporate Expenses (2) $ 304,245 $ 364,573 (17)% $ 295,817 3 % Operating Cash Flow as defined in the Senior Credit Facility $ 302,257 $ 369,967 (18)% $ 300,014 1 % Free Cash Flow $ 173,772 $ 213,526 (19)% $ 173,748 0 % Excludes depreciation, amortization, and loss on disposal of assets Amounts have been reclassified to give effect to ASU 2017-07 See definition of non-GAAP terms and reconciliation of the non-GAAP amounts to net income included elsewhere herein.

As Reported Basis See definition of non-GAAP terms included in the Glossary (1) Certain amounts have been reclassified to give effect to the implementation of ASU 2017-07. As Reported Basis Year Ended December 31 2017 2016 2015 2014 (dollars in thousands) Net income $ 261,952 $ 62,273 $ 39,301 $ 48,061 Depreciation 51,973 45,923 36,712 30,248 Amortization of intangible assets 25,072 16,596 11,982 8,297 Non-cash stock-based compensation 8,304 5,101 4,020 5,012 (Gain) loss on disposal of assets, net (74,200 ) 329 80 623 Miscellaneous (income) expense, net (1) (657 ) (610 ) 974 941 Interest expense 95,259 97,236 74,411 68,913 Loss from early extinguishment of debt 2,851 31,987 - 5,086 Income tax (benefit), expense (68,674 ) 43,418 26,448 31,736 Amortization of program broadcast rights 21,033 19,001 14,960 12,871 Common stock contributed to 401(k) plan excluding corporate 401(k) plan contributions 16 29 26 25 Network compensation revenue recognized - - - (456 ) Payments for program broadcast rights (21,055 ) (18,786 ) (14,576 ) (15,087 ) Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation (1) 27,182 36,441 31,190 25,607 Broadcast Cash Flow 329,056 338,938 225,528 221,877 Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation (1) (27,182 ) (36,441 ) (31,190 ) (25,607 ) Broadcast Cash Flow Less Cash Corporate Expenses 301,874 302,497 194,338 196,270 Pension expense (1) - - 3,130 5,162 Contributions to pension plans (3,124 ) (3,048 ) (5,421 ) (6,770 ) Interest expense (95,259 ) (97,236 ) (74,411 ) (68,913 ) Amortization of deferred financing costs 4,624 4,884 3,194 2,970 Amortization of net original issue (premium) discount on senior notes (610 ) (779 ) (863 ) (863 ) Purchase of property and equipment (34,516 ) (43,604 ) (24,222 ) (32,215 ) Income taxes paid, net of refunds (1,984 ) (14,588 ) (1,761 ) (401 ) Free Cash Flow $171,005 $148,126 $93,984 $95,240 Non-GAAP Reconciliation (Gray Only)

Non-GAAP Reconciliation (Gray Only) Combined Historical Basis Combined Historical Basis Year Ended December 31 2017 2016 2015 2014 (dollars in thousands) Net income $ 260,133 $ 105,523 $ 65,202 $ 130,807 Depreciation 52,710 51,829 52,056 49,781 Amortization of intangible assets 25,098 17,904 19,261 16,705 Non-cash stock-based compensation 8,304 5,101 4,020 5,012 (Gain) loss on disposal of assets, net (74,250 ) 595 1,736 1,055 Miscellaneous (income) expense, net (1) (666 ) 284 6,806 9,567 Interest expense 95,999 102,354 96,597 97,289 Loss from early extinguishment of debt 2,851 31,987 - 5,086 Income tax (benefit), expense (68,960 ) 42,225 22,391 29,344 Amortization of program broadcast rights 21,296 21,349 21,799 21,918 Common stock contributed to 401(k) plan excluding corporate 401(k) plan contributions 16 29 26 25 Network compensation revenue recognized - - - (456 ) Payments for program broadcast rights (21,318 ) (21,134 ) (21,415 ) (24,134 ) Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation (1) 27,182 36,441 31,190 25,607 Other 3,032 6,527 27,338 27,392 Broadcast Cash Flow 331,427 401,014 327,007 394,998 Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock-based compensation (1) (27,182 ) (36,441 ) (31,190 ) (25,607 ) Broadcast Cash Flow Less Cash Corporate Expenses 304,245 364,573 295,817 369,391 Pension expense (1) - - 3,130 5,162 Contributions to pension plans (3,124 ) (3,048 ) (5,421 ) (6,770 ) Other 1,136 8,442 6,488 6,176 Operating Cash Flow as defined in the Senior Credit Agreement 302,257 369,967 300,014 373,959 Interest expense (95,999 ) (102,354 ) (96,597 ) (97,289 ) Amortization of deferred financing costs 4,624 4,884 3,194 3,546 Amortization of net original issue (premium) discount senior notes (610 ) (779 ) (863 ) (863 ) Purchase of property and equipment (34,516 ) (43,604 ) (27,000 ) (35,000 ) Income taxes paid, net of refunds (1,984 ) (14,588 ) (5,000 ) (5,000 ) Free Cash Flow $ 173,772 $ 213,526 $ 173,748 $ 239,353 See definition of non-GAAP terms included in the Glossary (1) Certain amounts have been reclassified to give effect to the implementation of ASU 2017-07.

Gray Television, Inc. 4370 Peachtree Rd., NE Atlanta, Georgia 30319 www.gray.tv