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Note 3 - Long-term Debt
6 Months Ended
Jun. 30, 2018
Notes to Financial Statements  
Debt Disclosure [Text Block]
3
.
     
Long-term Debt
 
As of
June 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):
 
   
June 30,
   
December 31,
 
   
2018
   
2017
 
Long-term debt :
               
2017 Senior Credit Facility
  $
632,026
    $
635,234
 
2024 Notes
   
525,000
     
525,000
 
2026 Notes
   
700,000
     
700,000
 
Total outstanding principal
   
1,857,026
     
1,860,234
 
Unamortized deferred loan costs - 2017 Senior Credit Facility
   
(10,519
)    
(11,777
)
Unamortized deferred loan costs - 2024 Notes
   
(6,244
)    
(6,743
)
Unamortized deferred loan costs - 2026 Notes
   
(8,915
)    
(9,473
)
Unamortized premium - 2026 Notes
   
4,881
     
5,187
 
Carrying value of long-term debt
   
1,836,229
     
1,837,428
 
Less current portion
   
(37,000
)    
(6,417
)
Carrying value of long-term debt, less current portion
  $
1,799,229
    $
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
June 30, 2018,
the
2017
Senior Credit Facility provided total commitments of
$732.0
million, consisting of a
$632.0
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
$47.0
million and
$50.9
million during the
six
-months ended
June 30, 2018
and
2017,
respectively. We did
not
capitalize any interest payments during the
six
-months ended
June 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
June 30, 2018,
the interest rate on the balance outstanding under the
2017
Term Loan was
4.3%.
 
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
June 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
June 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 payment obligations under the
2017
Term loan.