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M&A Announcement

May 3, 2021

Speaker 1

Good day. Thank you for standing by, and welcome to Gluay investor call on its Meredith transaction. At this time, all participants are in a listen only mode. After the speaker presentation, there will be a question and answer session. To ask a question during the session, you will need to press 1 on your telephone.

Please be advised that today's conference call is being recorded. In addition, if you require any further assistance, please press the 0. Thank you. I would now like to hand the conference over to one of your speakers today, mister Hilton Howell. Sir, please go ahead.

Speaker 2

Thank you, Judy, very much. Well, good morning, everyone. We have a record number of attendees this morning joining us by phone, and I'm I'm so very happy that you are here, because we are terribly excited about this announcement. As you know, I am Hilton Howell, the chairman and CEO of Gray Television, and we are delighted to talk to you about the deal that we have reached with Narrative Corporation and then use this moment to publicly thank and recognize all of the employees, within Meredith, in the local media group and the TV station portfolio who will be joining the Gray family before the 2021. On the line with me are our president and co CEO, Pat McLatney, and our chief legal and development officer, Kevin Lacek, our chief financial officer, Jim Ryan, and our chief operating officer, Bob Smith.

We will begin this morning with our typical typical disclaimer that Kevin provides, but at the end, he will be adding a few extra provisions to clarify the question and answer period thereafter. With that, Kevin, please begin.

Speaker 3

Okay. Thank you. It's always good morning, everyone. I hope we're all very, very excited about the. Certain matters to us on the call may include forward looking statements regarding, among other things, future operating results and expectations regarding our announced transactions.

Those statements are subject to a number of risks and uncertainties. Actual results in the future could differ from those expressed or implied in any forward looking statements as a result of various important factors that have been set forth in our company's most recent reports filed with the SEC, including our annual report on Form 10 ks. The company undertakes no obligation to update these forward looking statements. Gray uses its website as a key source of company information. The website address is www.gray.tv.

We've also furnished under an eight ks and posted on our website a short investor presentation about the transaction with Merit Corporation. This morning, we issued our earnings release for the 2021. We are not able to discuss our first quarter twenty twenty one financial results or other information contained in the earnings release on this call today. We therefore will still hold our quarterly earnings call at its previously scheduled time of 11AM eastern this Thursday. I also wanna emphasize that we are on this call to discuss this transaction, Specific questions about Meredith, its, its split, its future, its, its financials are best directed to Meredith, and we're not going to be addressing questions about Meredith itself as a company.

So with that, I return the call to Hilton.

Speaker 2

Thank you, Kevin. As I have said, as all of us have said, we are very excited today to announce our acquisition of Meredith Corporation's Local Media Group and its 17 superlative television stations. We will be paying $14.51 per share in cash or 2,700,000,000.0 in total enterprise value. We anticipate closing this transaction in the fourth quarter of this year. As you no doubt saw from our release and Meredith's press release, Meredith will separate its two operating divisions into two distinct companies before closing.

Immediately prior to our closing, Meredith will spin off to its existing shareholders its operating division known as the National Media Group, which owns some of the nation's largest portfolios of prestigious magazines and related act assets. At the closing, Engrave acquires Meredith. It will be comprised only of the local media group and the 17 television stations. This transaction will bring us the television station in our home market of Atlanta, Georgia. We will own CBS forty six and Peachtree TV.

And let me say to those of you who may be part of those two stations, I've been watching you for months, and I look forward to waking up early in the morning and watching you even more as we go forward. In fact, including Atlanta, the Meredith acquisition will bring Gray into nine top 40 television markets. We will also enter Phoenix, Portland, St. Louis, Nashville, Hartford, Kansas City, Greenville, South Carolina, and Las Vegas, Nevada. In most of these cases, Gray already owns top stations and markets adjacent to these areas.

And in some cases, the Meredith stations combined with our existing portfolio will also make Gray the largest local media company in these station states. Gray and Meredith will only have one overlap market, which is in Flint Saginaw, Michigan. The Meredith owns the CBS WNEM, and we own the ABC WJRT. While

Speaker 4

we

Speaker 2

are very excited to welcome WNEM into a great corporate family, at the same time, we are intensely disappointed. The government regulations will force us to divorce and divest a b c 12. Under Pete Vito's leadership, this station and its great staff have done a tremendous job covering news and serving the people of Flint, Bay City, and Saginaw for many years. Whoever purchases WJRT will be require will be applying a sterling asset, a great station, and a fabulous group of people that we very much wish could remain with us after the closing of the Merida transaction. I'd now like to turn it over to Kevin Laitzak to make a few brief remarks.

Speaker 3

Thank you again, Tal. The Meredith transaction will augment Gray's position as the nation's largest owner of top rated local television stations and digital assets. With the addition of defined stations from Quincy Media that we announced earlier this year and now Meredith, our portfolio will grow to include 79 markets with a top rated television station and 101 markets, the first and or second highest rated television station. Overall, our company will serve 113 local markets, reaching approximately 36% of US television households. And with the combined net revenue exceeding $3,100,000,000 on a blended twenty nineteen, twenty twenty basis, Gray will become the nation's second largest television broadcaster as measured by revenues.

In less than about eight years, we've clearly coming a very long way from a regional broadcaster serving just 30 markets. As explained in our press release, this divestiture is the only regulatory issue raised by Gray's acquisition of the Meredith television station. We will turn as we always do immediately to identifying a fully qualified independent party to acquire WJRT. As such, we anticipate a clear path to regulatory approvals, and we fully expect to be able to close this transaction before the end of this year. And I now turn the call to Jim to address the transaction economics.

Thank you, Kevin.

Speaker 5

Most importantly, we expect Meredith transaction will be significantly free cash flow accretive on a per share basis. We've identified an estimated 50,000,000 55,000,000 in annualized synergy, which will bring our purchase multiple approximately 9.7 times blended average Meredith television stations 1920 operating cash flow. We expect strong free cash flow generation throughout 2021 and 2022 with another strong political advertising cycle with the twenty two year. This will allow Gray to deleverage its capital structure following the closing. Assuming a year end 2021 closing, we anticipate total leverage ratio net of all cash would approximate 5.3 times on a trailing eight quarter operating cash flow, including estimated annualized synergies from all announced transactions.

I now turn the call back to Hilton.

Speaker 2

Thank you very much, Kevin. I'm sorry, Jim. I I think I may have heard something wrong, but I apologize if I'm stating that incorrectly. But the the multiple actually would be seven.

Speaker 5

Yes. Hilton, I apologize. It is 7.9 times. Let me say that again so it's very clear. 7.9 times is our blended, buy side multiple.

Please forgive me. I haven't slept in three days.

Speaker 3

Yeah. You know,

Speaker 2

I can attest to that. So, thank you, Joan, for that clarification. Our board, our senior management team, and really, I can speak for all of the employees of great television, are very excited about this Meredith transaction and very excited to welcome the many women professional journalists and all of Meredith soon to the Gray Television family. It moves Gray into larger markets. It provides us with eight more markets with number one and number two ranked television stations.

It fills out many of the areas in which our current stations operate, and it adds many excellent broadcast professionals to our ranks. After the closing of the Meredith transaction and the Quincy transaction, Gray will be the second largest broadcast company in the country with an unparalleled portfolio of employees and television stations and with a small but rapidly growing role in video and film production services. Pursuing and negotiating this transaction has required tremendous efforts this year, especially alongside our simultaneous work on applying Quincy, divesting the assets from Quincy, and then announcing this deal. Our board of directors and the shareholders of Gray have really been served well by the dedication, expertise, and sacrificed evidenced by everyone on this call, all of our professionals within our company, but most particularly, the transaction team led by. I want to personally thank them and the many others who have worked so exceptionally hard this year to enable Gray to reach this new pinnacle of success and growth.

Thank you all for joining this call. And at this time, we will open the line for questions for Pat, Jim, Kevin, Bob, or myself. Operator?

Speaker 1

Thank you. And as a reminder, to ask a And our first question comes from the line of Dan Kurnos from The Benchmark. Your line is open.

Speaker 4

Great. Thanks. Good morning. Congratulations, guys. Good deal here.

Maybe just a couple. Just on retrans versus cost synergy split, Meredith's operating income percentage of revenue has been probably three or maybe four points below industry. Feels kind of like there's sort of some upside there. I know you guys always like to start conservative, but maybe just give us some thoughts on some of the cost synergies you can attack there. And then, Kevin, you know, obviously, you've got CVS coming up at the end of the year.

This gives you probably some more ammunition. Do you think this changes perhaps

Speaker 5

the way the conversation goes going forward? As far as synergies go, of the 55,000,000, about 25,000,000 is net retrans uplift. The other 30,000,000 is a combination of, contractual savings and and other, general cost savings. I'll let Kevin take the second part of the question.

Speaker 6

Yeah. Sure. All of

Speaker 3

the great CVS, affiliation units that we we renewed four, five years ago are up at end of this year. I don't think this transaction will have really much impact. We have, I believe, a pretty strong relationship with each of the networks. Certainly, CVS, I'm I'm happy to say. I've done CVS affiliate work for some time, and it's led by Patrick McCleary who runs the Meredith group.

We know the CVS guys very well. We've worked with them for decades, various capacities. I don't think of this as, you know, more elaborating negotiation that we have more to talk about. Our our our company and CVS, just like our company and other networks, are, increasingly tied together for, aligned interest. So this this transaction is fantastic for lots of reasons.

It's nothing, in our mind, any impact on our upcoming negotiations with CBS. I hope that helps.

Speaker 4

Got it. No. That is helpful. And just housekeeping, Jim, just how the transaction's being financed.

Speaker 3

I'm sorry. I I didn't hear that. The tornado warning.

Speaker 7

I was

Speaker 4

just asking Jim I was asking Jim just to have exactly how the transaction is being financed. Just the explicit pieces of it, if you

Speaker 8

have some more color.

Speaker 5

The financing is fully underwritten at this point by Wells Fargo. The actual details of the financing and and how we'll split it between senior and other other tranches of debt, we will make final determinations based on market conditions as we get closer to the closing date, similar to what we've done in the last several transactions.

Speaker 4

Perfect. Thanks for the color, and congrats, guys.

Speaker 2

Thank you. Thank you. Thanks for the question.

Speaker 1

And our next question comes from the line of Steven Cahall of Wells Fargo. Your line is open.

Speaker 7

Thanks, guys. So the Meredith stations, they're in some much bigger DMAs that's, I think, a break from your historical strategy. I think there's a big political opportunity here. I mean, I remember just with the Georgia runoff, you had every market in Georgia except Atlanta and Macon. So can you speak a little bit to the political opportunity there?

You know, Hilton, you talked about that adjacency opportunity. And then just a bigger picture question. I think you said you're the second largest broadcaster after this transaction, the biggest broadcaster, Nexstar. They have about three times your market cap. So I guess what I'm thinking here is there's a lot of benefits to scale.

There's clearly synergies within the deal, but can you speak to a bit of what some of the longer term benefits are from just the scale that you're gonna realize after Quincy and and Meredith? Thank you.

Speaker 2

Well, thank you. Let me start, and then I'll let, Kevin follow-up and Jim as they see fit on this call. If you look at the portfolio of of Gray, one of the things that has been a driver behind our acquisition strategy was to be sure that we had significant exposure in politically sensitive states because that makes every two years a really exciting time for the company. And, obviously, with the performance of Gray in 2020 during the election and then the senatorial, twin runoffs in Georgia, the company generated an immense sum of free cash flow. One of the truly beneficial things I believe from this acquisition is that we now have and we know we're going have a big gubernatorial and senatorial race in Georgia, where we have every market except Macon in Georgia with fantastic stations.

We are completely covering all of Nevada, all of Arizona. We greatly expand our positions, and I think they're going to have really big senatorial races in Missouri because we while we're in Springfield in a big way, to pick up Saint Louis and Kansas City gives I mean, just a huge contiguous area that we can actually really get out there and sell. And so I look forward to the political races of 2022 with these assets in place. And so I'm I'm very, excited about that, and we expect it to be a big, big year. And then let me ask you again.

You had a second question, and that was

Speaker 7

Yeah. That was just about the the long term benefits of scale. You know, that you have, synergies within the transaction, but if you think kind of the big picture, you're just gonna be a much bigger broadcaster than you've been historically. So how do you think about the benefits that will accrue over time of just the heft that that you'll be at?

Speaker 2

Well, if you look at our investor deck, what I think is that we're about we're we're about two thirds undervalued as we sit right now. And if you compare us to all of our comparables, we have a larger market cap than we do. I think the upside for Gray is stunning because we do now have true scale, national scale. And I think that that is exceptionally important. The economics of the television station business demand scale.

They I think it's had it for some time. I don't think that Wall Street has given us the credit that we deserve for our scale. I hope that this deal cuts through any of the misconceptions because we we we really now have true national scale, and national scale horizontally, vertically, from big market to small market. And, I I think that it should lead to a significant appreciation in our stock price. We are voicefully undervalued.

Kevin?

Speaker 3

Well, I was echoing what Hilton said from both from political and then, again, being the second largest broadcaster. We we sometimes have to explain that we're not a small market broadcaster. We do have some big markets already. We have competed for every big market and top TV station off for sale for about the last decade. It did not pay for we did not obviously win some of the other stations that were sold the last couple years, but, we said we will be in larger markets when the price is right and the terms work for us, and that opportunity has finally come.

So I I agree that Hill and Miss will raise, I think, our image, and our leverage across the board for a long time on that stuff. Yeah. Sorry to the thunder sorry to the thunder for a game as a the background thunder, guys.

Speaker 9

Yeah. I would just it's Pat. I would just add that some of the best performing stations in our portfolio right now are our largest markets. And so we are very comfortable taking on the merit portfolio. And I would also add that given the scale we now have, I think that'll open the door to some more national type footprint opportunities.

You know, we're we're not in 50% of The US, but we're in a big chunk of The US with very good television stations that generate real audience. So I think over time, you'll you'll see some of that.

Speaker 3

Thanks,

Speaker 2

That's a good question.

Speaker 1

And our next question comes from the line of Aaron Watts of Deutsche Bank. Your line is open.

Speaker 8

Hi, everyone. Thank you for having me on, and congratulations on the announcement. It's been quite a past year for for Gray, so congrats again. Just a couple of questions from me. With where you see the leverage at close 5.3 times, does your ultimate leverage target change going forward?

And how do we think about the time frame to get down to that target leverage now and how that impacts your capital allocation policy between now and then?

Speaker 5

So at 5.3 times levered at year end at close, that's really basically the same place or just about the same place we were with Raycom when we closed that. And then as you see over the you know, that was early nineteen. So '19 and '20, we were down significantly over those two years. We would expect a similar trajectory with this transaction, over, '22, '23, '24. And I it doesn't we've never set a specific leverage target.

We had said many, many times that we are would be a little opportunistic, depending on m and a opportunities. And, of course, this is fantastic m and a opportunity for us. I think, you know, thinking forward, leverage is definitely gonna come back down, and I don't think it changes our, any changes our capital allocation thought process at all. This is a a very manageable transaction for us. It's a repeat of our playbook, over the last six to eight years.

It's a great acquisition. We will focus on bringing leverage down and debt down and, continue our current capital allocation strategies. And and let me just Got it.

Speaker 2

We will not have any effect upon the board of directors judgment with regard to, you know, our newly announced dividend. And as the debt continues to drop, we think we can do it very, very rapidly as we did post Raycom, and, we'll be able to maintain the dividend and increase it in the future.

Speaker 8

Okay. Great. That that's helpful. And just one follow-up on the kind of committed financing, understanding it's it's fluid at this point. In the past, we've seen you use equity, whether common or preferred, as part of funding for some acquisitions.

Is that something that could come into play between now and when the kind of financing is more finalized towards close? And I guess, secondly, Jim, I noticed that the debt commitment right now is split between first lien term loan and a second lien bridge. Is it is it, something you're considering putting second lien debt permanently into the capital structure? I don't think that's something we've seen in the past. And that's it for me.

Thank you.

Speaker 5

I don't see an equity component in this deal. Certainly, we have been opportunistic when markets have given us the opportunity, but I don't see an equity component in this particular transaction. As far as the ultimate mix, you're you are correct about the the first lien and the senior second structure of the commitment. That is the initial commitment. And as I said earlier, we will permit final mix of that components when we get close to when we are when we go to market closer to the closing date.

And, obviously, that will depend on market conditions at the time.

Speaker 8

Okay. Thank you very much.

Speaker 1

And our next question comes from the line of Jim Goss at Barrington Research. Your line is open.

Speaker 10

Thanks very much, and congratulations. This should probably be directed first to Pat. To the extent that while you may have some larger markets, you you've generally been smaller in mid market, And the larger market dynamics are different in terms of the political shares you might get given the greater competition than the audience shares. And I'm wondering if you might comment on the anticipated changes in your management strategy to address this greater group of larger markets?

Speaker 9

Yeah. So I, you know, I would just repeat what I said earlier. I I I think we have a very capable management team. We're looking forward to welcoming some of the Marriott folks in. But I would say, you know, given that we've operated Cleveland, Cincinnati, West Palm Beach, I mean, they're they're a little, you know, they're they're a little smaller than perhaps some of the, you know, volume in some of the various markets, but there's not a significant difference in the way you operate Cleveland relative to the way you operate, you know, Phoenix or or Atlanta.

So, you know, we feel pretty comfortable with the way we're set up. On the political side, you know, we we, you know, we have an excellent political footprint right now. We're adding to it. And, you know, I think that given we are now sort of virtually statewide in a lot of markets, I

Speaker 2

think that gives us, you know, a little

Speaker 9

bit of leverage in, you know, in potentially helping out some stations that may not have the same, you know, audience profile and some of the strong stations we have right now. But but I guess to answer your question specifically, we feel pretty good about where we are in terms management.

Speaker 10

Alright. And maybe one other involving the national footprint might create some national programming opportunities. Is is that something that's part and parcel of this acquisition and your strategy going forward?

Speaker 9

Not really. I I I think we're looking more along the ad sales opportunities, you know, than than programming opportunities.

Speaker 10

Okay. And lastly, just a comment to Jim and Kevin. You've had a very busy several years. Very impressive. Congratulations to both of you.

Thank you.

Speaker 3

Thank you, Jim.

Speaker 2

Thank you.

Speaker 1

And our next question comes from the line of Alan Gold of Loop Capital.

Speaker 11

And congratulations on the deal. A few questions. Can you tell us what the free cash flow was for Meredith in the 02/1920 time period? No.

Speaker 5

No. We we we can't get into specifics like that with the public on public. Again, we think free cash flow, on a go forward basis, is highly accretive on a per share basis. I would I would phrase that as somewhere in the low to mid thirties is what we're expecting in accretion.

Speaker 11

Low to mid thirties percent on a free cash flow basis free cash flow per share basis?

Speaker 5

That would be a general expectation of ours on a go forward basis. Yes.

Speaker 11

Okay. And then on capital allocation, should we assume share buybacks will be put on hold until the leverage gets to the down back down closer to the

Speaker 5

four point o leverage ratio? As I said earlier, we don't view this transaction as changing our capital allocation policies, and and Hilton's already specifically mentioned that the dividend will remain. Our our buyback has historically been opportunistic, and I would reiterate that we don't intend to change our capital allocation policies.

Speaker 11

Okay. And then lastly, on the slide deck, you show Meredith's Local Media Group showing $286,000,000 of blended OCF and a 37% margin. That that excludes the 55,000,000 of synergies. So the 55,000,000 of synergies would be on top of that because they have seven percentage points. I mean, realized some of it probably goes against Gray, but mostly, I think it goes against Meredith, those synergies.

Correct?

Speaker 5

I yes. It would get those are Meredith synergies.

Speaker 11

So it'd be 55,000,000 on top of the two eighty six, which take the margin up to the from 37 to 44%?

Speaker 3

We need to let you focus on the materials that were furnished in that deck and to the eight k and not verbally add to what is in the deck. Okay. You'll do some math and modeling around what's in there, but we can't discuss beyond what on the we we can't really go beyond answer that question. I'm sorry.

Speaker 11

Understood, Kevin. Thanks, and congratulations again on the deal.

Speaker 3

Thank you. And

Speaker 1

our next question comes from the line of John Carniche of JK Media. Your line is open.

Speaker 6

I have a real just a a quickie arithmetic. Obviously, if you take 2,700,000,000 and divide it by 7.9, you get over 340,000,000. But the question is when you say it's 1920 operating cash flow, whose operating cash flow? Fiscal June twenty for Meredith or your calendar?

Speaker 5

Our calendar, and that's a two year blended average.

Speaker 6

Okay. For 1920 calendar. I just brought that up because if it's a June Meredith year, doesn't include the blowout political thing for me. We can yeah. For calendar.

I got the clarification. It's a calendar two calendar years blended. Okay.

Speaker 5

Correct. Thanks again. Certainly, John.

Speaker 1

Our next question comes from the line of Michael Kupinski of Noble Capital Markets. Your line is open.

Speaker 12

Thank you. And, first, I wanna offer my congratulations. It seems like a great fit for you guys. I'm I'm very excited for you. While many would look at the scale that you have for retrains and political, and I think Jim Goss touched on this.

I was wondering if you can give us some thoughts about maybe your strategies now that you have national scale and you are a leader in the industry and maybe your thoughts on ATCF three point o, your digital strategies, how this might accelerate or enhance any of your longer term plans.

Speaker 3

On this is Kevin. On AT and T three point o, at this point, Gray has only launched a a one TV station in three point o with a low power in Tallahassee, and that was done for us really for us to get smart on it and and do it ourselves so we understand what's involved. The first gray market that is trans scheduled to have three point o transmissions would be Charlotte. That has not happened yet. It started to share them.

Then we have then we're off the races, and we have a bunch that will come after that in the current great portfolio. Meredith has been in the forefront here of the three point o transition. Phoenix and Portland had transitioned. Was just maybe two of the first three markets that went. So we're actually we're gonna learn a lot from them.

With the combined portfolio, three point o is certainly gonna be a much more of a near term, experience for us going forward, than what what legacy gray, would otherwise confront. In in terms of, I think Pat mentioned, that we think that there are digital revenue opportunities here that are not included in our synergy numbers, and that results from, you know, Premion, which we use very well within our company, our own digital sales results. It's compiled with size stations. And then, again, as that was mentioning the network effect of having a critical mass of The US that will we believe will help us with both our digital strategy and a national advertising strategy. And, again, revenue synergies other than retransmission are not included in any synergy number that we talk about.

Those are, we think, certainly achievable, but not something that we put numbers on in any presentation on this deal or any other deal.

Speaker 12

Okay. And then as you focus on your national ad sales, can you talk a little bit about the how you see the mix between local versus national over the next several years as you execute on your strategy?

Speaker 9

Yeah. So so right now, local national is about eighty twenty give or take. Yeah. I I I wouldn't expect it to change that dramatically, but I do expect local to to to grow. And and and so,

Speaker 3

you know, I I again,

Speaker 9

I don't think you'll see any dramatic shift there. But as Kev mentioned, as I mentioned before, we're gonna take a crack at some new approaches in the Asdao side of our business, and we think there's upside there.

Speaker 12

Okay. Great. And congratulations again.

Speaker 2

Thanks. Thank you.

Speaker 1

And our next question comes from the line of Monte Taylor of Comdini. Your line is open.

Speaker 4

Hi, gentlemen. Thanks for doing this. I was wondering if if this deal and the Quincy deal, if all these deals are at all motivated by concern about ownership rules getting tougher down the road. You got democratic FCC. We had the Prometheus ruling.

Are you trying to get in under the wire, or is that just not a real concern for this sort of thing?

Speaker 3

Hi, Matt. Manjee, it's Kevin. That is the the change in administrations has had has never entered into our our calculus or our thoughts. We acquired Hoke Insurers under the latter years of the Obama administration. We obviously did Raycom under the Trump administration, and now this is where we are.

You know, we've been able to grow this company from the 30 markets we were in in you know, as of the fourth quarter of of two thousand thirteen, where we are today and where we're going regardless of the of the administration. And, look, the ownership rules haven't really changed as we all know since the nineteen forties. So we their policies will will tighten and loosen, but they've had no impact on our our strategy. Our strategy is to buy, and grow the company through acquiring high quality assets in any market size. This even with this transaction money you saw in the press release, we will be at 36% of US households assuming there is no UHF discount.

That means even if the discount went away under this administration, we still have room to grow the company. We are not to imply that that's what's on our mind. Our mind right now is to close Quincy and to close Merida. That's that is our that is our priority. But we're not up against any national ownership cap.

In announcing Quincy, announcing the Allen divestiture, and now announcing Meredith, you'll see we are not looking to put together two big four TV stations. We do we have never done a transaction with regulatory overlaps. We brought in a friendly third party and created SSAs as part of the transaction. We have spun off stations to independent third parties with no financing guarantee from Gray, no financing from Gray, no special deals, no SSAs, JSAs, you name it. We have we have sometimes dealt with very large broadcasters.

We've done a whole bunch of divestitures with, parties over the last several years who are new entrants and women and minorities, and that was in regardless of the pres the presidential administration. We're trying to do the best we can for our company, the overall industry. And so the the the just come back to the headline. The change in administration and, quote, unquote, getting in under the rules has absolutely no bearing on what we're doing here. We are we are well below the rules.

We are not asking for rule waivers here. Other than selling WJRT, which we assume and believe will be done quickly and easily, this is a clean transaction from a DOJ and SEC standpoint.

Speaker 4

Thank you, Kevin.

Speaker 3

Sure thing, Monty.

Speaker 1

Our next question comes from the line of Cameron Dell of Hayden. Your line is open.

Speaker 3

Thanks for taking my question. Just real quick. Of the 55,000,000 in synergies, how much of that do you think comes from retransmission fee step ups?

Speaker 5

Approximately 25,000,000.

Speaker 3

Great. Thanks very much.

Speaker 1

And, again, if you would like to ask a question, you can press the star one on your telephone. And there are no further questions at this time. Oh, we have additional question from Adam Jacobson of Radio and Television. Your line is open.

Speaker 13

Hi. Good morning, everybody, and congratulations. Sorry for the, late question here. In particular, there are some key markets where I believe that, there'll be some significant synergies. And, two of those markets include Atlanta and Phoenix, where you'll be competing against company TEGNA.

And I'm wondering if when you look at the particular local TV competitors and the continued discussions of M and As, what this really brings to Gray in those particular markets, which are certainly getting a lot of, looks, at least from the broker side and from other companies that you compete with that are looking to grow. And and, of course, with the new census numbers, Atlanta and Phoenix seem particularly intriguing because of just the population growth. And I'm wondering what, the future lies, when when we look at those specific DNAs.

Speaker 3

Adam. It's Kevin. Hi, Kevin. I echo what Hilton said on the call. We're terribly excited to be in some larger markets, and especially Carolina, our home market here.

And, certainly, Phoenix is a very fast growing market, and Las Vegas, another fast growing market where we also own a strong TV station on the other side of the state. So, you know, again, you you don't call Meredith other than a east agent Phoenix. That's that's not the way, obviously, these work. This was about a conversation with Meredith that turned into a conversation about acquiring a local media group and the transaction announced today. We obviously would not have been terribly interested in Meredith if they didn't have very good assets and really great markets.

I hope that helps. Thank you. Thank you.

Speaker 1

And I would now like to turn the call over to mister Hilton Hall for any closing remarks.

Speaker 2

Thank you, Lily. Well, thank you all for joining us this morning. It's a red letter day for Gray Television. I'm happy to see that our the market has reacted well to this announcement. I'm really thrilled for this transaction because it's a win win for both companies.

It's a win for Gray, but it's also a great win for for Meredith. And we wish them the absolute best and look forward to bringing this transaction and our Finzi transaction and our divestitures to a close as soon as possible here in 2021. Thank you all, and we will talk to you later this week on our earnings call.

Speaker 1

Thank you all for participating. This concludes today's conference call. You may now disconnect. Presenters, please stay on the line for a conference.

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