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

Rhea-AI Summary

Gray (NYSE: GTN) agreed to sell $250 million aggregate principal amount of 9.625% senior secured second lien notes due 2032 in a private placement, forming a single series with the existing $900 million 9.625% second lien notes issued July 2025. The Additional Notes will be issued at 102.000% of par plus accrued interest from July 18, 2025 and are expected to close on December 12, 2025, subject to customary conditions.

Proceeds are earmarked to redeem a portion of the 10.500% first lien notes due 2029, pay offering fees and expenses, and for general corporate purposes. The notes are offered in a private transaction under Securities Act exemptions.

Positive

• Additional notes of $250 million added to capital structure
• New notes form single series with existing $900 million second-lien notes
• Notes issued at a premium of 102.000% of par
• Proceeds allocated to partially redeem 10.500% first-lien 2029 notes

Negative

• Adds $250 million of second-lien secured debt due 2032
• Carries a high coupon of 9.625%, increasing interest obligations
• Transaction may incur fees and expenses paid from proceeds at closing

Key Figures

Additional notes size $250 million Aggregate principal of new 9.625% second-lien notes due 2032

Coupon rate 9.625% Interest rate on senior secured second lien notes due 2032

Existing 2032 notes $900,000,000 Currently outstanding aggregate principal of 9.625% 2032 notes

Issue price 102.000% of par Issue price for the Additional Notes plus accrued interest

Redeemed notes coupon 10.500% Coupon on Senior Secured First Lien Notes due 2029 targeted for redemption

Securities Act section Section 4(a)(2) Exemption relied on for private placement of Additional Notes

Regulation relied on Regulation D Regulation used for exemption from registration requirements

Rule reference Rule 135c Rule under the Securities Act cited for this notice

Market Reality Check

$4.59 Last Close

Volume Volume 1,009,348 vs 20-day average 1,158,660 (relative volume 0.87 before this news). normal

Technical Shares at $4.59, trading slightly below 200-day MA of $4.65 ahead of the announcement.

Peers on Argus

Before this news, GTN was down 1.5%. Key peers SBGI (-1.51%), IHRT (-0.8%), FUBO (-1.72%), and SSP (-2.25%) were also negative, indicating broader broadcasting weakness rather than a GTN-specific move at that time.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 14	Sports content deal	Positive	-3.9%	Multi-year Ohio Valley Conference basketball broadcast agreement across 20 markets.
Nov 11	Sports partnership	Positive	-3.2%	Expanded Memphis Grizzlies simulcast partnership across six markets free over-the-air.
Nov 07	Dividend declaration	Positive	+4.8%	Announcement of <b>$0.08</b> quarterly cash dividend on common and Class A shares.
Nov 07	Earnings & refinancing	Positive	+4.8%	Q3 2025 revenue of <b>$749M</b> with major refinancing using new 2032 and 2033 notes.
Oct 27	Management change	Positive	-4.8%	Promotion of Nick Hasenecz to GM of WNDU, expanding experienced leadership bench.

Pattern Detected

Recent history shows mixed alignment: earnings and dividend news saw positive price alignment, while seemingly positive operational announcements (sports rights, management changes) coincided with share price declines.

Recent Company History

Over the last few months, Gray reported solid Q3 2025 results with $749 million revenue and major refinancing using $900M second‑lien and $775M first‑lien notes, which aligned with a +4.78% move. A quarterly dividend of $0.08 per share also aligned with a similar gain. By contrast, sports content agreements and a key GM appointment in late October and mid‑November coincided with declines between -3% and -5%, showing that operational positives have not always translated into supportive price action.

Market Pulse Summary

This announcement details a $250 million private placement of 9.625% senior secured second‑lien notes due 2032, joining an existing $900,000,000 tranche. Proceeds are earmarked to redeem part of 10.500% first‑lien 2029 notes, pay fees, and support general purposes. In context of prior refinancings and Q3 2025 leverage metrics, investors may focus on total debt levels, interest costs, and execution of the planned redemption under Section 4(a)(2) and Regulation D exemptions.

Key Terms

private placement financial

"Gray agreed to sell to the investors, in a private placement transaction"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Section 4(a)(2) regulatory

"in reliance on an exemption from the registration requirements under Section 4(a)(2)"

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.

forward-looking statements regulatory

"This press release contains certain forward-looking statements that are based largely"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. Not financial advice.

ATLANTA, Dec. 08, 2025 (GLOBE NEWSWIRE) -- Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today it entered into purchase agreements (the “Purchase Agreements”) with certain accredited investors (collectively, the “Investors”), pursuant to which Gray agreed to sell to the investors, in a private placement transaction (the “Offering”), $250 million aggregate principal amount of 9.625% senior secured second lien notes due 2032 (the “Additional Notes”).

The Additional Notes will be part of the same issuance of, and rank equally and form a single series with, the currently outstanding $900,000,000 million aggregate principal amount of the Company’s 9.625% Senior Secured Second Lien Notes due 2032 (the “Existing Notes”), which were issued in July 2025. The Additional Notes will have substantially identical terms to the Existing Notes.

Pursuant to the Purchase Agreements, the Additional Notes will be issued at 102.000% of par plus accrued interest from and including July 18, 2025. The Offering is expected to close on December 12, 2025, subject to customary closing conditions.

The Additional Notes are being offered (i) to redeem a portion of the Company’s outstanding 10.500% Senior Secured First Lien Notes due 2029 (the “2029 Notes”), (ii) to pay fees and expenses in connection with the Offering, and (iii) for general corporate purposes.

The Additional Notes and related guarantees are being 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 of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder. The Additional 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 Additional 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

# # #

FAQ

What did Gray (GTN) announce on December 8, 2025 about new debt?

Gray announced a private placement of $250 million 9.625% senior secured second lien notes due 2032, expected to close on Dec 12, 2025.

How will the GTN 9.625% additional notes be priced and dated?

The Additional Notes will be issued at 102.000% of par plus accrued interest from July 18, 2025.

What will GTN use the $250 million proceeds for?

Proceeds are to redeem a portion of GTN's 10.500% first-lien notes due 2029, pay offering fees and expenses, and for general corporate purposes.

Do the new GTN notes rank with existing second-lien notes?

Yes; the Additional Notes will rank equally and form a single series with the existing $900 million 9.625% second-lien notes issued July 2025.

Will the GTN additional notes be registered under the Securities Act?

No; the Additional Notes are being offered in a private transaction relying on exemptions under Section 4(a)(2) and Regulation D and will not be registered.