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

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)

Key Figures

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

Market Reality Check

$5.33 Last Close

Volume Volume 1,148,909 is in line with 20-day average 1,150,159 ahead of this closing release. normal

Technical Price $5.33 is trading above the 200-day MA at $4.67, reflecting a pre-news uptrend.

Peers on Argus 1 Up

GTN’s pre-news move of 5.13% contrasts with key broadcasters in sector context: SBGI -2.32%, IHRT -6.69%, FUBO -3.62%, and SSP -10.04%, pointing to a stock-specific driver.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 11	Brand initiative	Positive	+5.1%	Nationwide “We the People” storytelling initiative across Gray’s platforms.
Dec 08	Debt private placement	Positive	+5.2%	Agreement to sell $250M additional 9.625% second-lien notes due 2032.
Nov 14	Sports content deal	Positive	-3.9%	Multi-year deal to air Ohio Valley Conference basketball across 20 markets.
Nov 11	Sports partnership	Positive	-3.2%	Expanded Memphis Grizzlies simulcast across six markets free over-the-air.
Nov 07	Dividend declaration	Positive	+4.8%	Quarterly cash dividend of $0.08 per share on common and Class A stock.

Pattern Detected

Recent history shows positive reactions to financing and dividend announcements, while content/partnership deals saw negative price reactions.

Recent Company History

Over the last month, Gray released several strategic updates. On Dec 8, it announced a $250 million private placement of 9.625% second-lien notes, which saw a 5.23% gain. A nationwide “We the People” initiative on Dec 11 coincided with a 5.13% rise. Earlier, sports content deals in November with the Ohio Valley Conference and the Memphis Grizzlies produced price declines. A $0.08 quarterly dividend announced on Nov 7 aligned with a 4.78% increase. Today’s closing of the add-on notes follows that financing sequence.

Market Pulse Summary

This announcement finalizes Gray’s issuance of an additional $250 million of 9.625% senior secured second lien notes due 2032, increasing that series to $1.15 billion. Proceeds are allocated to redeem part of its 10.500% first lien notes due 2029, pay offering expenses, and for general corporate purposes. Investors can contextualize this within recent SEC filings that detail Gray’s refinancing activities and interest expense profile, while tracking future disclosures on debt levels and cash generation.

Key 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. Not financial advice.

        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

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.