STOCK TITAN

Gray Announces Private Offering of Senior Secured First Lien Notes

(Neutral)
(Neutral)
Tags
private placement offering

Gray Media (NYSE: GTN) announced its intention to privately offer up to $750 million aggregate principal amount of senior secured first lien notes due 2034, subject to market conditions. The offering will be conducted under Rule 144A and Regulation S, exempt from Securities Act registration.

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 pay 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.

Loading...
Loading translation...

Positive

  • Up to $750 million senior secured notes planned, due 2034
  • Proceeds earmarked to redeem part of 10.500% 2029 notes
  • Planned repayment of borrowings under revolving credit facility
  • New notes guaranteed by restricted subsidiaries on a first lien basis

Negative

  • Transaction is only an intended offering, subject to market conditions
  • Issuance of up to $750 million may increase secured debt outstanding
  • Private offering limited to qualified institutional buyers and certain non-U.S. persons

News Explained

This is a planned, not completed, debt refinancing: Gray has not sold the notes or issued a redemption notice, so the release does not report a current change to its debt balances.

Market Context

Recent insider data recorded 57,000 shares sold and no purchases, adding a negative insider-activity...
Analysis

Recent insider data recorded 57,000 shares sold and no purchases, adding a negative insider-activity consideration to this debt-refinancing announcement. The platform also showed low short positioning; proceeds allocation and execution remained key items to monitor.

Key Figures

Offering size: up to $750 million New notes maturity: 2034 Existing notes coupon: 10.500% +1 more
4 metrics
Offering size up to $750 million Senior secured first lien notes
New notes maturity 2034 Senior secured first lien notes due 2034
Existing notes coupon 10.500% Outstanding senior secured first lien notes due 2029
Existing notes maturity 2029 Notes targeted for partial redemption

Previous Private placement,offering Reports

2 past events · Latest: Jul 22 (Neutral)
Same Type Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Jul 22 first-lien notes offering Neutral -0.6% Proposed $700 million notes offering to refinance portions of existing term loans
Jul 08 second-lien notes offering Positive +10.4% Proposed $750 million offering supported debt redemption and refinancing flexibility

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

Pattern Detected

Tag-specific history showed mixed reactions to Gray debt offerings, with one negative and one positive response.

Key Terms

senior secured first lien notes, revolving credit facility, rule 144a, regulation s
4 terms
senior secured first lien notes financial
"offer up to $750 million aggregate principal amount of senior secured first lien notes"
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.
revolving credit facility financial
"repay a portion of our outstanding 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.
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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

ATLANTA, Aug. 17, 2026 (GLOBE NEWSWIRE) -- Gray Media, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) announced today that it intends to offer up to $750 million aggregate principal amount of senior secured first lien notes due 2034, 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 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 our 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, 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

# # #


FAQ

What did Gray Media (NYSE: GTN) announce about its new senior secured notes on August 17, 2026?

Gray Media announced it intends to offer up to $750 million of senior secured first lien notes due 2034. According to Gray, the private offering will be exempt from Securities Act registration and is subject to market conditions, targeting qualified institutional buyers and certain non-U.S. investors.

How large is Gray Media’s planned senior secured notes offering and when do the notes mature?

Gray Media plans to offer up to $750 million aggregate principal amount of senior secured first lien notes. According to Gray, these notes are expected to mature in 2034, providing a new long-term debt instrument to support its refinancing and repayment objectives.

How will Gray Media (GTN) use the proceeds from the 2026 private notes offering?

Gray Media intends to use net proceeds to redeem a portion of its outstanding 10.500% senior secured first lien notes due 2029. According to Gray, proceeds will also repay part of borrowings under its revolving credit facility and cover related fees and expenses.

What existing Gray Media debt will be affected by the new GTN 2034 notes?

The proceeds are intended to redeem a portion of Gray Media’s outstanding 10.500% senior secured first lien notes due 2029. According to Gray, funds will also repay a portion of borrowings under its revolving credit facility, adjusting the company’s secured debt mix and maturities.

Who can buy Gray Media’s new senior secured first lien notes (GTN) in this offering?

According to Gray, the notes and guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to certain non-U.S. persons in offshore transactions under Regulation S, in a transaction exempt from Securities Act registration.

Are Gray Media’s 2034 senior secured notes registered with the SEC?

No, the notes have not been and will not be registered under the Securities Act. According to Gray, they may not be offered or sold in the United States without registration or a valid exemption, consistent with Rule 144A and Regulation S requirements for private offerings.

Will Gray Media’s August 2026 announcement serve as a redemption notice for its 2029 notes?

No, the announcement does not constitute a notice of redemption for the 2029 notes. According to Gray, it is also not an offer to sell or a solicitation to buy the new notes in any jurisdiction where such activity would be unlawful.