GRAY TELEVISION INC filed this 8-K on 20180625Document Outline
Entire Document (5.1 MB)
Subdocument - 8-K - FORM 8-K
Page 1 - UNITED STATES
Page 2 - Item 1.01 Entry into a Material Definitive Agreement.
Page 3 - the requisite number of Raycom stockholders, adopting the Merger Agreement and approving the transac
Page 4 - Item 7.01 Regulation FD Disclosure.
Page 5 - SIGNATURES
Subdocument - EX-2.1 - EX-2.1
Page 1 - Exhibit 2.1
Page 2 - TABLE OF CONTENTS
Page 3 - TABLE OF CONTENTS
Page 4 - TABLE OF CONTENTS
Page 5 - TABLE OF CONTENTS
Page 6 - TABLE OF CONTENTS
Page 7 - AGREEMENT AND PLAN OF MERGER
Page 8 - G. Pursuant to the Merger (and on the terms and subject to the conditions set forth in this Agreemen
Page 9 - 1.6 Merger Consideration.
Page 10 - Company Common Stock Actually Outstanding means the number of shares of Company Common Stock outstan
Page 11 - Company Warrantholders means the holders of all the outstanding and unexercised Company Warrants at
Page 12 - Parent Common Stock means Parent s Common Stock, no par value.
Page 13 - Per Common Share Closing Merger Consideration means an amount equal to the quotient of (a) (i) $650,
Page 14 - Transaction Expenses means all fees, costs and expenses of the Company Group (including those descri
Page 15 - 1.7 Escrow Amount.
Page 16 - 1.8 Trial Run; Calculation and Payment of Estimated Cash Merger Consideration.
Page 17 - 1.9 Calculation and Payment of Final Cash Merger Consideration.
Page 18 - N/A
Page 19 - 1.10 Conversion/Cancellation of Shares.
Page 20 - N/A
Page 21 - 1.11 Stock Options.
Page 22 - 1.12 Company Warrants. The Company shall cause all Company Warrants that are outstanding and unexerc
Page 23 - 1.14 Payment of Consideration; Surrender of Certificates.
Page 24 - Exhibit G (the Registration Rights Agreement ), to each Effective Time Common Holder and each Compan
Page 25 - 1.15 No Further Ownership Rights in Company Stock. The Closing Merger Consideration paid in respect
Page 26 - 1.18 Withholding. Each of Parent, the Company, the Surviving Corporation, the Payments Administrator
Page 27 - 1.20 Private Placement. Parent intends to issue the Parent Common Stock in reliance on the exemption
Page 28 - SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Page 29 - 2.3 Subsidiaries.
Page 30 - 2.4 Capitalization.
Page 31 - Section 2.4(e) of the Disclosure Schedule, there are no outstanding or authorized stock appreciation
Page 32 - 2.6 Non-Contravention. The execution, delivery and performance by the Company of this Agreement and
Page 33 - 2.10 Properties.
Page 34 - 2.11 Taxes. Except as set forth on Section 2.11 of the Disclosure Schedule:
Page 35 - N/A
Page 36 - N/A
Page 37 - 2.12 Litigation. Except as disclosed in Section 2.12 of the Disclosure Schedule, there is no Legal P
Page 38 - N/A
Page 39 - 2.14 Intellectual Property.
Page 40 - 2.16 Compliance with Legal Requirements.
Page 41 - 2.17 FCC Matters.
Page 42 - 2.18 Employee Benefit Plans.
Page 43 - N/A
Page 44 - PBGC ) have been timely paid in full; (vi) no Liability under Title IV of ERISA related to plan term
Page 45 - 2.19 Employees.
Page 46 - 2.20 Government Programs. No agreements, loans, funding arrangements or assistance programs are outs
Page 47 - 2.25 Sufficiency of Assets. Immediately following the Effective Time, the Company Group (excluding C
Page 48 - SECTION 3. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Page 49 - 3.5 Banker Fees. Other than Wells Fargo, there is no investment banker, broker, finder or other inte
Page 50 - 3.7 FCC Qualifications. Subject to the Regulatory Divestitures, (i) Parent is legally, technically,
Page 51 - 3.11 Solvency. Assuming (a) the conditions to the obligations of Parent and Merger Sub to consummate
Page 52 - SECTION 4. PRE-CLOSING COVENANTS
Page 53 - N/A
Page 54 - N/A
Page 55 - N/A
Page 56 - N/A
Page 57 - 4.3 No Solicitation.
Page 58 - 4.4 Efforts to Consummate.
Page 59 - 4.6 Execution of Additional Documents. Prior to Closing, from time to time, as and when requested by
Page 60 - N/A
Page 61 - N/A
Page 62 - 4.9 Financing Commitment.
Page 63 - Agreement ) providing therefor. In such event, the term Financing as used in this Agreement shall be
Page 64 - N/A
Page 65 - 4.10 Termination of Certain Stockholder Agreements. Effective upon or prior to the Closing, the Comp
Page 66 - 4.12 Anti-Dilution. During the Pre-Closing Period, Parent shall not, without the prior written conse
Page 67 - 5.2 Cooperation. The parties hereto shall cooperate with each other and shall cause their respective
Page 68 - 5.5 Confidential Information.
Page 69 - 5.6 Tax Matters.
Page 70 - 5.7 Employee Benefit Arrangements.
Page 71 - SECTION 6. CONDITIONS PRECEDENT
Page 72 - 6.2 Conditions Precedent to Obligations of Parent and Merger Sub. The obligations of Parent and Merg
Page 73 - SECTION 7. TERMINATION
Page 74 - 7.2 Termination Procedures. If Parent wishes to terminate this Agreement pursuant to Sections 7.1(a)
Page 75 - 8.2 Survival. The representations and warranties contained in this Agreement and in any certificate
Page 76 - N/A
Page 77 - 8.5 Limits on Indemnification.
Page 78 - 8.6 Exclusive Remedies. Subject to the following sentence and Section 8.7 below, but notwithstanding
Page 79 - 8.7 No Limitation on Common Law Fraud Claims. Nothing in this Agreement shall (i) prevent a party fr
Page 80 - 9.3 Upon final resolution of any Unresolved Claim in respect of which an amount ( Resolved Claim Amo
Page 81 - N/A
Page 82 - 10.2 Amendment; Waiver.
Page 83 - 10.4 Notices. Any notice or other communication required or permitted to be delivered to any party u
Page 84 - 10.5 Headings. The underlined headings contained in this Agreement are for convenience of reference
Page 85 - 10.8 Successors and Assigns. This Agreement shall be binding upon: the Company and its successors an
Page 86 - 10.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any
Page 87 - 10.13 Construction.
Page 88 - 10.15 Representation of the Company and its Affiliates. Parent and Merger Sub agree that, following
Page 89 - N/A
Page 90 - EXHIBIT A
Page 91 - Audited Financial Statements has the meaning set forth in Section 2.7.
Page 92 - Company DC Plans has the meaning set forth in Section 5.7(c).
Page 93 - Damages means all damages, losses, deficiencies, Liabilities, claims, actions, demands, judgments, f
Page 94 - Final Statement has the meaning set forth in Section 1.9(a).
Page 95 - Initial Outside Date has the meaning set forth in Section 7.1(c).
Page 96 - Liability means any debt, obligation, duty, Tax or liability of any nature (including any unknown, u
Page 97 - Material Adverse Effect means any event, fact, occurrence, circumstance, change or effect that, indi
Page 98 - Option Consent Letter has the meaning set forth in Section 1.11(c).
Page 99 - Parent Prepared Returns has the meaning set forth in Section 5.6(a).
Page 100 - Point means individually and collectively, PureCars, LLC and the other members of the Company Group
Page 101 - Repack Permit has the meaning set forth in Section 2.17(e).
Page 102 - Straddle Period means any taxable period that begins on or before and ends after the Closing Date.
Page 103 - Trade Secrets has the meaning set forth in the definition of Intellectual Property.
Subdocument - EX-99.1 - EX-99.1
Page 1 - Exhibit 99.1
Page 2 - Combined Television Markets
Page 3 - Transaction Summary
Page 4 - Clear Regulatory Path to Prompt Closing
Page 5 - Conference Call Information:
Page 6 - Raycom Contacts:
Subdocument - EX-99.2 - EX-99.2
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