Gray Media Agrees to Purchase American Spirit Media’s Television Stations

Gray Media (NYSE: GTN) agreed to acquire American Spirit Media’s six television stations for $50 million, including FOX and CBS affiliates in markets such as Toledo, Jackson, Wilmington, Columbus (GA), Wichita Falls, and Lake Charles.

Rhea-AI Summary

Gray Media (NYSE: GTN) agreed to acquire American Spirit Media’s six television stations for $50 million, including FOX and CBS affiliates in markets such as Toledo, Jackson, Wilmington, Columbus (GA), Wichita Falls, and Lake Charles.

Gray has completed a first closing, paying $40 million and entering a limited local management agreement. This portion was funded from a $70 million private placement of 7.250% Senior Secured First Lien Notes due 2033. Gray plans to use cash on hand to complete the second closing in Q4 2026, after regulatory approvals. The company expects the deal, along with related debt issuance and preferred stock redemption, to be cash flow accretive, not increase its Consolidated Total Net Leverage Ratio, and to support balance sheet goals.

Positive

• Acquisition of six TV stations for $50 million
• First closing completed with $40 million paid to seller
• $70 million 7.250% senior secured notes due 2033 successfully placed
• Second closing expected in Q4 2026 funded with cash on hand
• Company expects transaction to be cash flow accretive
• Gray does not expect deal to increase its consolidated net leverage ratio

Negative

• Final closing subject to regulatory approvals and customary conditions
• New 7.250% senior secured notes add interest-bearing debt
• Company highlights risk that the transaction may not be completed as expected

Argus Jul 1 session

+0.50% close to close 1.4x rel. volume Open Argus

Details

News Market Reaction – GTN

On Jul 1, the day this news came out, GTN closed 0.50% above the previous close.

Data tracked by StockTitan Argus for the Jul 1 session.

Key Figures

Acquisition price: $50 million First closing payment: $40 million Notes issuance: $70 million +5 more

Acquisition price

$50 million

Purchase of six American Spirit Media television stations

First closing payment

$40 million

Paid at initial closing of American Spirit station acquisition

Notes issuance

$70 million

Private placement of Senior Secured First Lien Notes

Coupon rate

7.250%

Interest rate on Senior Secured First Lien Notes due 2033

Notes maturity

2033

Maturity year for Senior Secured First Lien Notes

TV markets served

117 markets

Full-power television markets served as of May 15, 2026

Household reach

37% of US TV households

Coverage of US television households as of May 15, 2026

Telemundo affiliate markets

46 markets

Size of Gray’s Telemundo affiliate group

Historical Context

5 past events · Latest: Jun 25

5 events

1. Jun 25

   Leadership appointment

   24h Move

   -9.4%

   Named new general manager for WMBF in Myrtle Beach-Florence market.

2. Jun 24

   Awards recognition

   24h Move

   +0.5%

   Stations earned national Emmy and IRE honors for investigative journalism.

3. Jun 17

   Product launch

   24h Move

   -4.4%

   Launched Political 360 digital advertising solution using Aristotle voter data.

4. Jun 10

   Awards recognition

   24h Move

   -0.7%

   Stations and InvestigateTV earned four NAB Service to America honors.

5. Jun 01

   Awards recognition

   24h Move

   +1.5%

   Forty-one stations received 93 regional Edward R. Murrow journalism awards.

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, private placement, consolidated total net leverage ratio, senior credit agreement

4 terms

senior secured first lien notes financial

"private placement of $70 million of aggregate principal amount of the Company’s 7.250% 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.

private placement financial

"funded with a portion of the proceeds of a private placement of $70 million"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

consolidated total net leverage ratio financial

"will not increase our Consolidated Total Net Leverage Ratio (as defined in our Senior Credit Agreement)"

A consolidated total net leverage ratio measures a company’s total debt minus cash divided by its recurring earnings, calculated across all of its consolidated entities. Think of it as how many years of the company’s operating profit would be needed to pay off its net debt; investors use it to gauge financial risk, ability to service loans, and whether debt levels are sustainable relative to the business’s income.

senior credit agreement financial

"Consolidated Total Net Leverage Ratio (as defined in our Senior Credit Agreement)"

A senior credit agreement is a loan contract that gives lenders first claim on a borrower’s assets and cash flows before other creditors if the borrower can’t pay, similar to a mortgage lender having priority over other claims on a house. It matters to investors because these loans shape a company’s cost of borrowing, set rules for financial behavior, and determine which creditors get paid first in distress—factors that affect equity value and risk.

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

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ATLANTA, July 01, 2026 (GLOBE NEWSWIRE) --  Gray Media, Inc. (“Gray”) has reached an agreement with American Spirit Media, LLC (“American Spirit”) to acquire its six television stations for $50 million.  

The American Spirit stations are as follows:

Rank	Market	Station	Affiliation
81	Toledo, OH	WUPW	FOX
100	Jackson, MS	WDBD	FOX
125	Wilmington, NC	WSFX-TV	FOX
126	Columbus, GA	WXTX	FOX
149	Wichita Falls, TX	KAUZ-TV	CBS
176	Lake Charles, LA	KVHP	FOX

For more than a decade, Gray (including a predecessor company, Raycom Media) has provided back-office services to five of these stations as well as local news to four of these stations through our own local stations in these markets. Going forward in each of these markets, we expect to leverage our news, sales, and sports strategies for the benefit of the local communities and the public interest.

Earlier today, the parties completed the first of two closings of the transaction through which, among other things, Gray paid $40 million to American Spirit and commenced a limited local management agreement for the stations. The consideration for the first of the two closings was funded with a portion of the proceeds of a private placement of $70 million of aggregate principal amount of the Company’s 7.250% Senior Secured First Lien Notes due 2033, which was completed on June 30, 2026.

Gray anticipates utilizing cash on hand to complete the second and final portion of the transaction in the fourth quarter of this year following receipt of regulatory approvals and other customary closing conditions, at which time the local management agreement will end.

Consistent with each of Gray’s other television station transactions announced over the past 12 months, the American Spirit transaction furthers our commitment to pursuing prudent tuck-in acquisitions that strengthen our local presence and expand our scale, including establishing two-station footprints in attractive markets. We anticipate that the acquisition - together with the debt issuance and preferred stock redemption that Gray is also announcing today - will be cash flow accretive, will not increase our Consolidated Total Net Leverage Ratio (as defined in our Senior Credit Agreement), and will support our ongoing efforts to improve our balance sheet.

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,” “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 inability to complete the proposed transaction within the expected timeframe, or at all, receipt of required regulatory approvals, the anticipated benefits of the transaction and other future events. Gray is subject to additional risks and uncertainties described in its 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 www.sec.gov. 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.

About Gray Media:

Gray Media, Inc. (NYSE: GTN) is a multimedia company headquartered in Atlanta, Georgia. We are the nation’s largest owner of top-rated local television stations and digital assets. As of May 15, 2026, we serve 117 full-power television markets that collectively reach approximately 37% of US television households. The portfolio includes 78 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station in average all-day ratings across the 116 of such markets that were measured by Nielsen in 2025. We also own the largest Telemundo Affiliate group with 46 markets and Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Our additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios.

Gray Contact:

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

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

What did Gray Media (GTN) announce about acquiring American Spirit Media stations on July 1, 2026?

Gray Media announced an agreement to acquire American Spirit Media’s six television stations for $50 million. According to Gray, these include FOX and CBS affiliates in markets such as Toledo, Jackson, Wilmington, Columbus (GA), Wichita Falls, and Lake Charles.

How is Gray Media (GTN) financing the American Spirit Media station acquisition?

Gray is funding the first closing with proceeds from a $70 million private placement of 7.250% Senior Secured First Lien Notes due 2033. According to Gray, it plans to use cash on hand to complete the second closing in Q4 2026.

When will Gray Media (GTN) complete the second closing of the American Spirit Media acquisition?

Gray expects to complete the second and final portion of the transaction in the fourth quarter of 2026. According to Gray, this closing depends on receiving required regulatory approvals and satisfying other customary closing conditions.

What impact does the American Spirit Media acquisition have on Gray Media’s (GTN) leverage?

Gray does not expect the acquisition to increase its Consolidated Total Net Leverage Ratio. According to Gray, the deal, combined with its debt issuance and preferred stock redemption, is intended to support ongoing balance sheet improvement efforts.

Will Gray Media’s (GTN) purchase of American Spirit Media stations be cash flow accretive?

Gray anticipates that the acquisition, together with the related debt issuance and preferred stock redemption, will be cash flow accretive. According to Gray, the transaction fits its strategy of prudent tuck-in acquisitions that expand local scale and presence.

What operational changes does Gray Media (GTN) plan after acquiring American Spirit Media’s TV stations?

Gray expects to leverage its existing news, sales, and sports strategies across the newly acquired stations. According to Gray, it has already provided back-office services to five stations and local news to four through its existing local stations in these markets.