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Gray Announces Private Offering of Senior Secured First Lien Notes

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Gray Media (NYSE:GTN) has announced a private offering of up to $700 million in senior secured first lien notes due 2033. The notes will be offered exclusively to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S of the Securities Act.

The company plans to use the net proceeds, along with borrowings from its revolving credit facility, to repay portions of its term loan D (due December 2028) and term loan F (due June 2029). The notes will be guaranteed by Gray's existing and future restricted subsidiaries that guarantee its current senior credit facility.

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Positive

  • Potential improvement in debt structure through refinancing of existing term loans
  • Extended debt maturity to 2033 through the new notes offering
  • Additional financial flexibility through revolving credit facility utilization

Negative

  • Increased debt obligations through new $700 million notes offering
  • Potential impact on interest expenses depending on new notes' terms
  • Continued reliance on debt financing for operations

News Market Reaction – GTN

-0.61%
1 alert
-0.61% News Effect
-$3M Valuation Impact
$501M Market Cap
0.7x Rel. Volume

On the day this news was published, GTN declined 0.61%, reflecting a mild negative market reaction. This price movement removed approximately $3M from the company's valuation, bringing the market cap to $501M at that time.

Data tracked by StockTitan Argus on the day of publication.

ATLANTA, July 22, 2025 (GLOBE NEWSWIRE) -- Gray Media, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) announced today that it intends to offer up to $700 million aggregate principal amount of senior secured first lien notes due 2033, subject to market conditions. The offering will be exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”).

Gray intends to use the net proceeds of the offering, together with borrowings under Gray’s revolving credit facility, to (i) repay a portion of Gray’s term loan D due December 1, 2028 and (ii) repay a portion of Gray’s term loan F due June 4, 2029.

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, 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 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, 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

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FAQ

What is the size of Gray Media's (GTN) new notes offering in 2025?

Gray Media is offering up to $700 million in senior secured first lien notes due 2033.

How will Gray Media (GTN) use the proceeds from the 2025 notes offering?

The proceeds will be used, along with revolving credit facility borrowings, to repay portions of term loan D (due 2028) and term loan F (due 2029).

Who can participate in Gray Media's (GTN) 2025 notes offering?

The notes are only available to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S of the Securities Act.

When do Gray Media's (GTN) new senior secured first lien notes mature?

The newly offered senior secured first lien notes are scheduled to mature in 2033.

What security backing does Gray Media's (GTN) 2025 notes offering have?

The notes will be jointly and severally guaranteed on a senior secured first lien basis by Gray's existing and future restricted subsidiaries that guarantee its current senior credit facility.
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