TEGNA Inc. (NYSE:TGNA) entered into a definitive agreement to acquire WTOL in Toledo and KWES in Odessa-Midland of Gray Television, Inc. (NYSE:GTN) for approximately $110 million on August 20, 2018. The consideration will be paid in cash. In related transactions, Lockwood Broadcasting, Inc. has agreed to purchase WTNZ in the Knoxville market, WFXG in the Augusta market, WPGX in the Panama City market and WDFX in the Dothan market and The E.W. Scripps Company has agreed to purchase KXXV/KRHD in the Waco market and WTXL in the Tallahassee market from Gray Television. Following consummation of the transactions, the divested stations will operate independently of Gray and under the full control of their new owners. TEGNA will finance the transaction through the use of available cash and borrowing under its existing credit facility.

TEGNA's agreement to acquire WTOL and KWES is contingent on the close of the Gray-Raycom merger. It is also subject to customary regulatory approvals and closing conditions. The transaction will close concurrently with the closing of the Gray-Raycom merger, which Gray anticipates will occur in the fourth quarter of 2018. TEGNA expects the transaction to be accretive to EPS in less than a year after close and immediately accretive to free cash flow. The transaction will have no material impact on TEGNA's leverage. Wells Fargo Securities, LLC acted as the financial advisor and Cooley LLP acted as the legal advisor for Gray Television.

TEGNA Inc. (NYSE:TGNA) completed the acquisition of WTOL in Toledo and KWES in Odessa-Midland of Gray Television, Inc. (NYSE:GTN) on January 02, 2019. TEGNA is financing the transaction through the use of available cash. WTOL will join TEGNA's WKYC, the NBC affiliate in Cleveland, and WZZM, TEGNA's ABC affiliate in Grand Rapids, in serving Ohio and Michigan, two key political battleground states. The transaction is accretive to EPS within the first 12 months and immediately accretive to free cash flow.