Gray Announces Closing of Offering of $750 Million of 7.500% Senior Secured First Lien Notes due 2034

Gray Media (NYSE: GTN) has closed its previously announced offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034, issued at par.

Rhea-AI Summary

Gray Media (NYSE: GTN) has closed its previously announced offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034, issued at par. Net proceeds will fund the redemption of $675 million of 10.500% senior secured first lien notes due 2029, repay $21 million under its revolving credit facility, and cover related fees and expenses.

Following the expected August 27, 2026 redemption, Gray anticipates $350 million of 2029 notes will remain outstanding. The new notes are guaranteed on a senior secured first lien basis by restricted subsidiaries that guarantee Gray’s senior credit facility, bear interest from August 21, 2026, payable semiannually starting March 15, 2027, and mature on September 15, 2034. The notes were privately placed to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S.

Positive

• $750 million 7.500% senior secured notes due 2034 issued at par
• Proceeds to redeem $675 million of higher‑coupon 10.500% 2029 notes
• Repayment of $21 million outstanding borrowings under revolving credit facility
• Debt maturity profile extended to September 15, 2034 for new notes

Negative

• Company expects to retain $350 million principal of 10.500% 2029 notes outstanding after redemption

Argus Aug 24 session

-0.20% close to close Open Argus

Details

News Market Reaction – GTN

On Aug 24, the first trading day after this news, GTN closed 0.20% below the previous close.

Data tracked by StockTitan Argus for the Aug 24 session.

Key Figures

Offering size: $750 million Interest rate: 7.500% 2029 notes redemption: $675 million +5 more

Offering size

$750 million

Aggregate principal amount of senior secured first lien notes

Interest rate

7.500%

Notes due 2034

2029 notes redemption

$675 million

Outstanding principal amount targeted for redemption

Revolving facility repayment

$21 million

Outstanding borrowings repaid from offering proceeds

Remaining 2029 notes

$350 million

Expected amount outstanding after August 27, 2026 redemption

Expected redemption date

August 27, 2026

Expected consummation of 2029 notes redemption

Interest accrual date

August 21, 2026

Date interest begins accruing on the Notes

Maturity date

September 15, 2034

Notes maturity

Previous Offering Reports

2 past events · Latest: Jul 01

Same Type 2 events

1. Jul 01

   First-lien notes offering

   24h Move

   +0.5%

   Closed $70 million notes issuance and funded acquisition plus preferred-share repurchase

2. Dec 12

   Second-lien notes offering

   24h Move

   -3.8%

   Closed $250 million additional notes issuance to redeem 2029 notes and cover fees

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

Key Terms

senior secured first lien notes, rule 144a, regulation s, revolving credit facility

4 terms

senior secured first lien notes financial

"7.500% senior secured first lien notes due 2034"

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.

rule 144a regulatory

"qualified institutional buyers under Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"persons outside the United States under Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

revolving credit facility financial

"borrowings under Gray’s revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

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

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ATLANTA, Aug. 21, 2026 (GLOBE NEWSWIRE) -- Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that it has completed its previously announced offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034 (the “Notes”). The Notes were issued at par.

The net proceeds from the Notes are being used to (i) redeem $675 million outstanding principal amount of Gray’s 10.500% senior secured first lien notes due 2029 (the “2029 Notes”), (ii) repay $21 million of outstanding borrowings under Gray’s revolving credit facility, and (iii) pay fees and expenses in connection with the offering, which includes the call premium and accrued and unpaid interest on the 2029 Notes being redeemed.

Upon the consummation of the redemption of the 2029 Notes, which is expected to be on August 27, 2026, using the net proceeds referenced above, the Company expects to have remaining $350 million outstanding principal amount of 2029 Notes.

The Notes are guaranteed, jointly and severally, on a senior secured first 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 August 21, 2026 and is payable semiannually, on March 15 and September 15 of each year, commencing March 15, 2027. The Notes mature on September 15, 2034.

The Notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933 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 only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.

This press release does not constitute an offer to purchase, a notice of redemption or a solicitation of an offer to purchase any of the 2029 Notes.

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, Gray’s ability to consummate the redemption of 2029 Notes 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
Alan Gould, Vice President, Investor Relations, 404-266-8333

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FAQ

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

What did Gray Media (GTN) announce about its $750 million senior secured notes offering in August 2026?

Gray Media completed an offering of $750 million 7.500% senior secured first lien notes due 2034. According to Gray, the notes were issued at par and are guaranteed on a senior secured first lien basis by its restricted subsidiaries that guarantee its senior credit facility.

How will Gray Media (GTN) use the proceeds from the 7.500% senior secured notes due 2034?

Gray plans to use the net proceeds primarily to redeem $675 million of its 10.500% senior secured first lien notes due 2029. According to Gray, it will also repay $21 million on its revolving credit facility and pay related fees and expenses.

What is the impact of the new 2034 notes on Gray Media’s (GTN) existing 2029 notes?

The company intends to redeem $675 million of its 2029 notes using the new proceeds. According to Gray, after the expected August 27, 2026 redemption, it anticipates having $350 million principal amount of 2029 notes still outstanding.

What are the key terms of Gray Media’s (GTN) 7.500% senior secured first lien notes due 2034?

The notes bear interest at 7.500%, accruing from August 21, 2026, with semiannual payments each March 15 and September 15 starting March 15, 2027. According to Gray, the notes mature on September 15, 2034 and are senior secured first lien obligations.

Who can buy Gray Media’s (GTN) new 7.500% senior secured notes due 2034?

The notes were offered only to qualified institutional buyers under Rule 144A and to certain investors outside the United States under Regulation S. According to Gray, the notes are not registered under the Securities Act and cannot be publicly offered in the U.S. without registration or exemption.

Does Gray Media’s August 2026 note offering include an offer to purchase or redeem all 2029 notes?

No, the transaction does not constitute an offer to purchase or notice of redemption for all 2029 notes. According to Gray, it plans to redeem $675 million of the 2029 notes but expects $350 million principal amount to remain outstanding after the redemption.