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

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Gray Media (NYSE: GTN) has priced a private offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034, issued at 100% of par. Closing is expected on August 21, 2026, subject to customary conditions.

According to Gray, net proceeds are intended to redeem a portion of its outstanding 10.500% senior secured first lien notes due 2029, repay part of its revolving credit facility borrowings, and cover related fees and expenses. The notes will be guaranteed on a senior secured first lien basis by restricted subsidiaries that guarantee Gray’s existing senior credit facility.

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Positive

  • Refinancing $750 million via 7.500% notes priced at par
  • Proceeds to redeem higher‑coupon 10.500% notes due 2029
  • Portion of proceeds to repay revolving credit facility borrowings
  • New notes extend debt maturity profile out to 2034

Negative

  • New 7.500% long‑term interest obligation through 2034
  • Notes offered only in a private, unregistered transaction under Rule 144A/Reg S

Market Context

The prior offering event recorded a -4.79% 24-hour price reaction, providing a direct financing comp...
Analysis

The prior offering event recorded a -4.79% 24-hour price reaction, providing a direct financing comparison. Current data also showed low short positioning and net selling by insiders; closing execution remains relevant.

Key Figures

Notes principal: $750 million Interest rate: 7.500% Maturity: 2034 +4 more
7 metrics
Notes principal $750 million 2034 senior secured first lien notes
Interest rate 7.500% 2034 senior secured first lien notes
Maturity 2034 Senior secured first lien notes
Issue price 100% of par Notes pricing
Expected closing August 21, 2026 Subject to customary closing conditions
Existing debt rate 10.500% Outstanding 2029 senior secured first lien notes
Existing debt maturity 2029 Senior secured first lien notes being partially redeemed

Historical Context

5 past events · Latest: Aug 17 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Aug 17 Journalism awards Positive -4.8% Nine National Edward R. Murrow Awards were announced for Gray stations and its investigative unit.
Aug 17 Debt offering Positive -4.8% Gray announced a private offering intended to refinance higher-rate debt and repay revolver borrowings.
Aug 07 Dividend declaration Positive +25.5% Gray declared a quarterly cash dividend of $0.08 per share.
Aug 07 Second-quarter earnings Positive +25.5% Revenue and adjusted EBITDA increased, while net income returned to positive territory.
Jul 20 Journalism awards Positive +3.3% InvestigateTV and WVUE FOX 8 received four National Sigma Delta Chi Awards.

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

Pattern Detected

Prior positive-tagged events produced mixed reactions, ranging from a 4.79% decline to a 25.47% gain.

Key Terms

senior secured first lien notes, rule 144a, regulation s, qualified institutional buyers
4 terms
senior secured first lien notes financial
"aggregate principal amount of 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 of the Securities Act"
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
"non-U.S. persons in transactions 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.
qualified institutional buyers financial
"persons reasonably believed to be qualified institutional buyers under Rule 144A"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

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

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ATLANTA, Aug. 17, 2026 (GLOBE NEWSWIRE) -- Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today the pricing of its previously announced private offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034 (the “Notes”). The Notes were priced at 100% of par. The offering of the Notes is expected to close on August 21, 2026, subject to customary closing conditions.

The Notes are being offered to (i) redeem a portion of Gray’s outstanding 10.500% senior secured first lien notes due 2029 (the “2029 Notes”), (ii) repay a portion of outstanding borrowings under Gray’s revolving credit facility, and (iii) pay fees and expenses in connection with the offering.

The Notes will be 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.

The Notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not constitute a notice of redemption with respect to the 2029 Notes or an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

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 Gray’s ability to consummate the offering of notes or the redemption; 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 and 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

What did Gray Media (GTN) announce about its $750 million senior notes due 2034?

Gray Media announced pricing of $750 million in 7.500% senior secured first lien notes due 2034. According to Gray, the notes are being issued in a private offering at 100% of par, with closing expected on August 21, 2026, subject to customary conditions.

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

Gray plans to use proceeds to redeem part of its 10.500% senior secured first lien notes due 2029 and repay revolving credit borrowings. According to Gray, remaining funds will cover fees and expenses related to the new 2034 notes offering.

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

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

Are Gray Media’s new 7.500% senior secured first lien notes (GTN) guaranteed by subsidiaries?

Yes, the notes will be guaranteed on a senior secured first lien basis by certain restricted subsidiaries. According to Gray, guarantees come from existing and future restricted subsidiaries that also guarantee the company’s existing senior credit facility.

Does Gray Media’s August 17, 2026 notes announcement constitute a redemption notice for its 2029 notes?

No, the announcement is not a redemption notice for the 2029 notes and not an offer to sell securities. According to Gray, it is issued under Rule 135c and does not authorize any sale where such actions would be unlawful.

What are the key terms of Gray Media’s 7.500% notes due 2034 for GTN investors?

Key terms include $750 million principal, a fixed 7.500% coupon, first lien senior secured status, and maturity in 2034. According to Gray, the notes priced at par and are part of a private, unregistered offering under U.S. securities laws.