Gray Media Completes Offering of $70 Million of Additional 7.250% Senior Secured First Lien Notes due 2033 and Repurchases $50 million of Series A Preferred Stock
Gray Media Completes Offering of $70 Million of Additional 7.250% Senior Secured First Lien Notes due 2033 and Repurchases $50 million of Series A Preferred Stock
Gray Media (NYSE: GTN) closed a $70 million private placement of 7.250% Senior Secured First Lien Notes due 2033 on June 30, 2026. The notes were issued at par plus accrued interest and form a single series with $775 million of existing 7.250% notes.
Proceeds funded $40 million for the first closing of the American Spirit Media transaction and the repurchase of 50,000 Series A Preferred shares with a $50 million aggregate liquidation preference for $30 million plus accrued dividends. Gray now has $845 million of these notes outstanding and 600,000 Series A Preferred shares with a $600 million aggregate liquidation preference.
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Positive
Raised $70 million via 7.250% Senior Secured First Lien Notes due 2033
Completed $40 million funding for first closing of American Spirit Media transaction
Repurchased 50,000 Series A Preferred shares with $50 million liquidation preference for $30 million plus accrued dividends
Senior secured notes aligned into a single $845 million 7.250% 2033 series
Negative
Total 7.250% Senior Secured First Lien Notes outstanding increased to $845 million principal
600,000 Series A Preferred shares remain outstanding with $600 million aggregate liquidation preference
News Market Reaction – GTN
+0.50%
16 alerts
+0.50%Session close to close
+2.7%Peak in 37 min
$443.83MMarket Cap
0.5xRel. Volume
In the Jul 1 session, GTN gained 0.50%, reflecting a mild positive market reaction.
Argus tracked a peak move of +2.7% during that session.
Our momentum scanner triggered 16 alerts that day, indicating notable trading interest and price volatility.
This announcement adds $70 million in secured notes to fund an American Spirit Media closing and ret...
Analysis
This announcement adds $70 million in secured notes to fund an American Spirit Media closing and retire $50 million in preferred liquidation. Prior offerings drew cautious reactions, and recent insider net selling remains a background governance risk.
Key Figures
Additional notes issued:$70 millionCoupon rate:7.250%ASM purchase price:$40 million+5 more
8 metrics
Additional notes issued$70 millionPrivate placement of 7.250% Senior Secured First Lien Notes due 2033
Coupon rate7.250%Senior Secured First Lien Notes due 2033
ASM purchase price$40 millionFirst closing under American Spirit Media, LLC transaction
Preferred shares repurchased50,000 sharesSeries A Perpetual Preferred Stock repurchase
Preferred liquidation retired$50 millionAggregate liquidation preference of repurchased Series A preferred
Cash paid for preferred$30 millionTotal purchase price for Series A preferred, plus accrued dividends
2033 notes outstanding$845 millionAggregate principal of 7.250% Senior Secured First Lien Notes after offering
Preferred liquidation remaining$600 millionAggregate liquidation preference of remaining Series A Perpetual Preferred Stock
Additional second lien notes to refinance higher-coupon debt and for corporate uses.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Prior debt-offering news for GTN has coincided with a modest share-price decline.
Key Terms
senior secured first lien notes, perpetual preferred stock, liquidation preference, section 4(a)(2), +1 more
5 terms
senior secured first lien notesfinancial
"7.250% Senior Secured First Lien Notes due 2033 (the “Additional 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.
perpetual preferred stockfinancial
"Series A Perpetual Preferred Stock of the Company having an aggregate liquidation"
A perpetual preferred stock is a type of share that behaves like a forever-lasting, fixed-income investment: it pays regular dividends and has no set maturity date, yet it represents ownership rather than a loan. It ranks ahead of common stock for dividend payments and in liquidation, so investors treat it as a mix between a bond and an equity stake; its value depends largely on the issuer’s credit and prevailing interest rates.
liquidation preferencefinancial
"Series A Perpetual Preferred Stock of the Company having an aggregate liquidation preference of $50 million"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
section 4(a)(2)regulatory
"in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933"
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 dregulatory
"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.
ATLANTA, July 01, 2026 (GLOBE NEWSWIRE) -- On June 30, 2026, Gray Media, Inc. (“Gray,” the “Company,” “we” or “our”) closed a private placement of $70 million of aggregate principal amount of the Company’s 7.250% Senior Secured First Lien Notes due 2033 (the “Additional Notes”). The Additional Notes were sold to accredited investors at a price of par plus accrued interest from and including February 15, 2026.
The proceeds of the Additional Notes were used: (i) to fund $40 million in purchase price consideration for the first closing under Gray’s American Spirit Media, LLC transaction announced earlier today and (ii) to fund the Company’s repurchase of an aggregate of 50,000 shares of Series A Perpetual Preferred Stock of the Company having an aggregate liquidation preference of $50 million for a total purchase price of $30 million plus accrued but unpaid dividends.
Following the completion of these transactions, we have outstanding $845 million of aggregate principal amount of 7.250% Senior Secured First Lien Notes due 2033 and 600,000 shares of our Series A Perpetual Preferred Stock with an aggregate liquidation preference of $600 million.
The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the outstanding $775 million aggregate principal amount of the Company’s 7.250% Senior Secured First Lien Notes due 2033 (the “Existing Notes”), which were issued in July 2025. The Additional Notes have substantially identical terms to the Existing Notes. 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. The Additional Notes and related guarantees were 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, and the provisions of Regulation D thereunder.
AboutGray 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
What did Gray Media (NYSE: GTN) announce on June 30, 2026 about its 7.250% notes?
Gray Media closed a $70 million private placement of 7.250% Senior Secured First Lien Notes due 2033. According to Gray Media, these additional notes were issued at par plus accrued interest and form a single series with $775 million of existing 7.250% notes.
How will Gray Media use the $70 million 7.250% notes proceeds announced in 2026 (GTN)?
Gray Media allocated the $70 million proceeds to two specific uses. According to Gray Media, $40 million funded the first closing of its American Spirit Media transaction and the remainder funded repurchase of Series A Preferred Stock plus accrued but unpaid dividends.
What did Gray Media disclose about its Series A Preferred Stock repurchase in June 2026?
Gray Media repurchased 50,000 shares of Series A Preferred Stock for $30 million plus accrued dividends. According to Gray Media, those shares had an aggregate $50 million liquidation preference, and 600,000 Series A Preferred shares remain outstanding with a $600 million aggregate liquidation preference.
How much senior secured first-lien debt does Gray Media (GTN) have after the 2026 notes offering?
Gray Media reported $845 million of 7.250% Senior Secured First Lien Notes due 2033 outstanding after the transaction. According to Gray Media, the $70 million of additional notes form a single series and rank equally with the existing $775 million of 7.250% notes.
What is the status of Gray Media’s Series A Preferred Stock after the June 2026 transaction?
Gray Media has 600,000 shares of Series A Perpetual Preferred Stock outstanding after repurchasing 50,000 shares. According to Gray Media, the remaining Series A Preferred Stock carries an aggregate liquidation preference of $600 million following completion of the notes offering and repurchase.
Were Gray Media’s additional 7.250% Senior Secured Notes registered under the Securities Act?
Gray Media’s additional 7.250% Senior Secured First Lien Notes due 2033 were not registered under the Securities Act. According to Gray Media, the notes were sold privately to accredited investors under Section 4(a)(2) and Regulation D exemptions from registration.
