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Note 4 - Long-term Debt | 12 Months Ended
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Dec. 31, 2018
Notes to Financial Statements |
Debt Disclosure [Text Block] |
4. | Long-term Debt
As of December 31, 2018 and 2017, long-term debt 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”) and our 7.0% senior notes due 2027 (the “2027 Notes”) as follows (in thousands):
|  | 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 |
2027 Notes |  |  | 750,000 |  |  |  | - |
Total outstanding principal |  |  | 2,570,026 |  |  |  | 1,860,234 |
Unamortized deferred loan costs - 2017 Senior Credit Facility |  |  | (9,261 | ) |  |  | (11,777 | )
Unamortized deferred loan costs - 2024 Notes |  |  | (5,744 | ) |  |  | (6,743 | )
Unamortized deferred loan costs - 2026 Notes |  |  | (8,359 | ) |  |  | (9,473 | )
Unamortized deferred loan costs - 2027 Notes |  |  | (2,014 | ) |  |  | - |
Unamortized premium - 2026 Notes |  |  | 4,576 |  |  |  | 5,187 |
Less current portion |  |  | - |  |  |  | (6,417 | )
Net carrying value |  | $ | 2,549,224 |  |  | $ | 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”), consisting of a $556.4 million term loan facility (the “2017 Initial Term Loan”) and a $100.0 million revolving credit facility (the “2017 Revolving Credit Facility”). Amounts outstanding under the 2017 Initial Term Loan were used to repay amounts outstanding under our prior credit agreement (the “2014 Senior Credit Facility”). On April 3, 2017, we borrowed $85.0 million under an incremental term loan (the “2017 Incremental Term Loan” and, together with the 2017 Initial Term Loan, the “2017 Term Loan”) under the 2017 Senior Credit Facility to fund the Diversified Acquisition. As of December 31, 2018, the 2017 Senior Credit Facility provided total commitments and outstanding loans of $695.0 million, consisting of the $595.0 million outstanding principal balance of the 2017 Term Loan and the $100.0 million 2017 Revolving Credit Facility. As a result of our July 2018 pre-payment of a portion of the 2017 Term Loan, we have satisfied all principal payment obligations under the 2017 Term loan until it matures on February 7, 2024. 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. As of December 31, 2018, the applicable margin was 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 December 31, 2018, the interest rate on the balance outstanding under the 2017 Term Loan was 4.6%. 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 maturity date of the 2017 Term Loan is February 7, 2024. Please refer to Note 13 “Subsequent Events” for information relating to the 2019 Senior Credit Facility that revised and extended the terms of our revolving credit facility. As a result of entering into the 2017 Senior Credit Facility, we recorded a loss on extinguishment of debt of approximately $2.9 million in the year ended December 31, 2017, and we incurred approximately $5.0 million in deferred financing costs that will be amortized over the life of the 2017 Senior Credit Facility. As of December 31, 2018 and 2017, we had $525.0 million of 2024 Notes outstanding. The interest rate and yield on the 2024 Notes were 5.125% . The 2024 Notes mature on October 15, 2024. Interest is payable semiannually, on April 15 and October 15 of each year. As of December 31, 2018 and 2017, we had $700.0 million of 2026 Notes outstanding. On June 14, 2016, we completed the private placement of $500.0 million of our 2026 Notes (the “Original 2026 Notes”) at par. On September 14, 2016, we completed the private placement of an additional $200.0 million of our 2026 Notes (the “Additional 2026 Notes”). The Additional 2026 Notes were issued at a price of 103.0%, resulting in aggregate gross proceeds of approximately $206.0 million, plus accrued and unpaid interest from and including June 14, 2016. The interest rate and yield on the Original 2026 Notes were 5.875%. The interest rate and yield on the Additional 2026 Notes were 5.875% and 5.398%, respectively. The Additional 2026 Notes are an additional issuance of, rank equally with and form a single series with the Original 2026 Notes. The 2026 Notes mature on July 15, 2026. Interest is payable semiannually, on January 15 and July 15 of each year. On November 16, 2018, in preparation for the Raycom Merger, our subsidiary, Gray Escrow, Inc., issued $750.0 million of 2027 Notes at 100.0% of par. The interest rate and yield on the 2027 Notes is 7.0%. The 2027 Notes mature on May 15, 2027. Interest is payable semiannually, on May 15 and November 15 of each year. The obligations under the 2027 Notes were assumed by Gray Television, Inc. concurrent with the closing of the Raycom Merger. Please refer to Note 13 “Subsequent Events” for further information. Collateral, Covenants and Restrictions . 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 through December 31, 2018, the 2024 Notes and the 2026 Notes were 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 gurantee the 2024 Notes and the 2026 Notes are minor. As of December 31, 2018, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to the guarantor subsidaries. The 2017 Senior Credit Facility contained affirmative and restrictive covenants with which we were required to 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 revolving credit facility, as well as other customary covenants for credit facilities of this type. The 2024 Notes, 2026 Notes and the 2027 Notes also include covenants with which we must comply which are typical for borrowing transactions of their nature. As of December 31, 2018 and 2017, we were in compliance with all required covenants under all our debt obligations. Maturities Aggregate minimum principal maturities on long-term debt as of December 31, 2018 were as follows (in thousands):
|  | Minimum Principal Maturities |
|  | 2017 Senior |  |  | 2024 |  |  | 2026 |  |  | 2027 |  |  |  |  |
Year |  | Credit Facility |  |  | Notes |  |  | Notes |  |  | Notes |  |  | Total |
2019 |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
2020 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
2021 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
2022 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
2023 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Thereafter |  |  | 595,026 |  |  |  | 525,000 |  |  |  | 700,000 |  |  |  | 750,000 |  |  |  | 2,570,026 |
Total |  | $ | 595,026 |  |  | $ | 525,000 |  |  | $ | 700,000 |  |  | $ | 750,000 |  |  | $ | 2,570,026 |
Interest Payments . For all of our interest bearing obligations, we made interest payments of approximately $94.5 million, $97.0 million and $76.2 million during 2018, 2017 and 2016, respectively. We did not capitalize any interest payments during the years ended December 31, 2018, 2017 or 2016. Financing Transactions related to the Raycom Merger . Please refer to Note 13 “Subsequent Events” for further information related to the debt financing transactions for the Raycom Merger completed on January 2, 2019.

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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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