Gray Announces Closing of Offering of $250 Million of Additional 9.625% Senior Secured Second Lien Notes due 2032

Gray (NYSE: GTN) closed an offering of $250,000,000 additional 9.625% senior secured second lien notes due 2032, issued at 102.000% of par plus accrued interest from July 18, 2025.

Rhea-AI Summary

Gray (NYSE: GTN) closed an offering of $250,000,000 additional 9.625% senior secured second lien notes due 2032, issued at 102.000% of par plus accrued interest from July 18, 2025.

The Additional Notes form a single series with the existing $900,000,000 9.625% second lien notes issued July 18, 2025. Net proceeds will be used to (i) redeem a portion of Gray’s 10.500% senior secured first lien notes due 2029, (ii) pay offering fees and expenses, and (iii) for general corporate purposes.

Interest accrues from July 18, 2025, is payable semiannually on January 15 and July 15, and the Notes mature on July 15, 2032. The Notes were sold in a private placement under Section 4(a)(2) of the Securities Act.

Positive

• $250,000,000 Additional Notes issued at 102.000% of par
• Additional Notes form single series with existing $900,000,000 notes
• Net proceeds earmarked to redeem portion of 10.500% first lien notes due 2029

Negative

• New debt carries 9.625% coupon, interest payable semiannually
• Notes mature on July 15, 2032, extending secured debt timeline
• Securities sold in private placement; Notes are unregistered (limited resale liquidity)

Argus Dec 15 session

-3.75% close to close Open Argus

Details

News Market Reaction – GTN

On Dec 15, the first trading day after this news, GTN closed 3.75% below the previous close.

Data tracked by StockTitan Argus for the Dec 15 session.

Key Figures

Additional notes size: $250,000,000 Coupon rate: 9.625% Issue price: 102.000% of par +4 more

Additional notes size

$250,000,000

Aggregate principal of additional 9.625% senior secured second lien notes due 2032

Coupon rate

9.625%

Interest rate on senior secured second lien notes due 2032

Issue price

102.000% of par

Issue price of Additional Notes, plus accrued interest from July 18, 2025

Existing notes size

$900,000,000

Aggregate principal of existing 9.625% senior secured second lien notes due 2032

First lien coupon

10.500%

Coupon on senior secured first lien notes due 2029 to be partially redeemed

Maturity date

July 15, 2032

Maturity of Gray’s 9.625% senior secured second lien notes

Interest payments

Semiannual, Jan 15 & Jul 15

Interest payment schedule commencing January 15, 2026

Historical Context

5 past events · Latest: Dec 11

5 events

1. Dec 11

   Brand initiative

   24h Move

   +5.1%

   Nationwide “We the People” storytelling initiative across Gray’s platforms.

2. Dec 08

   Debt private placement

   24h Move

   +5.2%

   Agreement to sell $250M additional 9.625% second-lien notes due 2032.

3. Nov 14

   Sports content deal

   24h Move

   -3.9%

   Multi-year deal to air Ohio Valley Conference basketball across 20 markets.

4. Nov 11

   Sports partnership

   24h Move

   -3.2%

   Expanded Memphis Grizzlies simulcast across six markets free over-the-air.

5. Nov 07

   Dividend declaration

   24h Move

   +4.8%

   Quarterly cash dividend of $0.08 per share on common and Class A stock.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior secured second lien notes, senior secured first lien notes, Section 4(a)(2), Regulation D

4 terms

senior secured second lien notes financial

"additional 9.625% senior secured second lien notes due 2032 (the “Additional Notes”)"

A senior secured second lien note is a type of loan or bond that is backed by specific company assets but is paid after a first‑lien lender if those assets must be sold. Think of it as two people holding a mortgage on the same house: the first person gets paid from a sale first, and the second person gets whatever remains; because of that lower payout priority, second‑lien notes usually offer higher interest to compensate investors for the added risk. Investors watch these for the trade-off between higher yield and greater recovery uncertainty in a default.

senior secured first lien notes financial

"redeem a portion of Gray’s 10.500% senior secured first lien notes due 2029"

Senior secured first lien notes are debt securities that give holders top priority to be repaid and to seize specific collateral if the borrower defaults. Think of them like being first in line and holding the deed to a valuable asset — this higher claim usually means lower risk and lower interest than unsecured or subordinated debt. Investors care because these notes affect expected return, default recovery and relative safety within a company’s capital structure.

Section 4(a)(2) regulatory

"in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and the provisions of Regulation D thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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        ATLANTA, Dec. 12, 2025 (GLOBE NEWSWIRE) -- Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that it has completed its previously announced offering of $250,000,000 aggregate principal amount of additional 9.625% senior secured second lien notes due 2032 (the “Additional Notes”) pursuant to Purchase Agreements, dated December 5, 2025 (the “Purchase Agreements”), by and among Gray, the guarantors party thereto and the purchasers named therein. The Additional Notes were issued at 102.000% of par plus accrued interest from and including July 18, 2025. The Additional Notes are part of the same issuance of, and will rank equally and form a single series with, the $900,000,000 aggregate principal amount of Gray’s 9.625% senior secured second lien notes due 2032 that were issued on July 18, 2025 (the “Existing Notes,” and, together with the Additional Notes, the “Notes”).

        The net proceeds from the Additional Notes are being used (i) to redeem a portion of Gray’s 10.500% senior secured first lien notes due 2029, (ii) to pay fees and expenses in connection with the offering, and (iii) for general corporate purposes.  

        The Notes are guaranteed, jointly and severally, on a senior secured second lien basis, by each existing and future restricted subsidiary of Gray that guarantees Gray’s existing senior credit facility.

        Interest on the Notes accrues from July 18, 2025 and is payable semiannually, on January 15 and July 15 of each year, commencing January 15, 2026. The Notes mature on July 15, 2032.

        The Notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The Notes were offered and sold in a private transaction in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and the provisions of Regulation D thereunder.

Forward-Looking Statements:

        This press release contains certain forward-looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions by Gray. These statements are statements other than those of historical fact and may be identified by words such as “estimates,” “expect,” “anticipate,” “will,” “implied,” “intend,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond Gray’s control, include the intended use of proceeds of the offering and other future events. Gray is subject to additional risks and uncertainties described in Gray’s quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and management’s discussion and analysis of financial condition and results of operations sections contained therein, which reports are made publicly available via its website, www.graymedia.com. Any forward-looking statements in this communication should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this communication beyond the date hereof, whether as a result of new information, future events or otherwise.

Gray Contacts:

Jeffrey R. Gignac, Executive Vice President, Chief Financial Officer, 404-504-9828
Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333

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FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gray (GTN) announce on December 12, 2025 about new notes?

Gray closed an offering of $250,000,000 additional 9.625% senior secured second lien notes due 2032, issued at 102.000% of par.

How will Gray (GTN) use the proceeds from the $250M note offering?

Net proceeds will (i) redeem a portion of Gray’s 10.500% senior secured first lien notes due 2029, (ii) pay fees and expenses, and (iii) fund general corporate purposes.

When do the new Gray (GTN) notes pay interest and when do they mature?

Interest accrues from July 18, 2025, payable semiannually on Jan 15 and July 15, and the notes mature on July 15, 2032.

Do Gray’s additional 9.625% notes rank with earlier notes?

Yes; the Additional Notes rank equally and form a single series with the $900,000,000 9.625% notes issued July 18, 2025.

Were Gray’s Additional Notes registered with the SEC for public resale?

No; the Notes and guarantees were not registered and were offered in a private placement relying on Section 4(a)(2) of the Securities Act.