[8-K] Gray Media, Inc. Reports Material Event

Rhea-AI Filing Summary

EQT Corporation has filed a Form S-4 to register up to $3.87 billion of senior notes issued earlier this year in a private exchange. The filing launches eight, dollar-for-dollar Exchange Offers that allow holders of the unregistered “Restricted Notes” to swap them for identical series that are now registered under the Securities Act.

• Series offered range from 7.500 % Sr. Notes due 2027 to 6.500 % Sr. Notes due 2048; coupons, maturity schedules, covenants and ranking are unchanged.
• Expiration: 5:00 p.m. New York time on a 2025 date to be set; tenders may be withdrawn any time before expiry and must be made in $2,000 minimums.
• EQT will receive no cash proceeds; Restricted Notes accepted will be cancelled, leaving total debt unchanged.
• The transaction fulfils the April 2 2025 Registration Rights Agreement and prevents up to 1 pp of additional interest that would accrue if registration is delayed past 28 Mar 2026.
• Registered Notes remain senior unsecured obligations, effectively subordinated to secured debt and structurally subordinated to subsidiary liabilities.

No public market exists for either the Restricted or new Registered Notes, and EQT does not plan a listing; holders who do not exchange will retain securities subject to transfer restrictions and a likely thinner market.

Positive

• Eliminates potential penalty interest of up to 1 % that would accrue if registration obligations were not met by March 2026.
• Improves transferability for noteholders by replacing restricted securities with registered notes, potentially enhancing market liquidity.

Negative

• No listing or trading market is planned for the Registered Notes; liquidity gains may be limited.
• Exchange does not reduce leverage; notes remain senior unsecured and structurally subordinated to subsidiary debt.

Insights

Financial Analyst

TL;DR – Routine note registration; avoids penalty interest, modestly improves holder liquidity, but leaves leverage and credit profile unchanged.

The S-4 is an administrative step that converts $3.9 billion of privately issued debt into registered form. Because coupon, tenor and covenants are identical, the filing has no impact on cash flow, leverage or coverage ratios. The key benefit is elimination of transfer restrictions, which may widen the investor base and marginally enhance liquidity. Crucially, completing the exchange before 28 Mar 2026 spares EQT up to 100 bp of penalty interest under its registration-rights agreement—a small but positive carry saving. Credit risk remains the same: the notes are senior unsecured, rank pari passu with existing unsecured debt, and are structurally subordinated to subsidiary borrowings. Absence of an exchange would leave some holders with illiquid paper, but the company faces no new capital outlay. Overall credit effect: neutral.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 25, 2025 (July 25, 2025)

Gray Media, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia	001-13796	58-0285030
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4370 Peachtree Road, NE, Atlanta, Georgia		30319
(Address of Principal Executive Offices)		(Zip Code)

404-504-9828

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock (no par value)	GTN.A	New York Stock Exchange
common stock (no par value)	GTN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 25, 2025, Gray Media, Inc. (“Gray”, “we” or the “Company”) issued $775,000,000 in aggregate principal amount of its 7.250% Senior Secured First Lien Notes due 2033 (the “Notes”) pursuant to an indenture, dated as of July 25, 2025, between Gray, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Indenture”). The Notes were issued at par. The Notes were offered and sold pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”).

The net proceeds from the Notes are being used (i) to repay a portion of the Company’s term loan D due December 1, 2028, (ii) to repay a portion of the Company’s term loan F due June 4, 2029, (iii) to repay all outstanding indebtedness drawn under the Company’s revolving credit facility, (iv) to pay fees and expenses in connection with the offering, and (v) for general corporate purposes.

The terms of the Notes are governed by the Indenture. The Indenture contains covenants that limit the ability of the Company and any guarantors to, among other things, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into certain transactions with affiliates of the Company; (iv) enter into certain transactions that restrict distributions from restricted subsidiaries; (v) sell or otherwise dispose of assets; (vi) create or incur liens; merge, consolidate or sell all or substantially all of the Company’s assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (viii) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.

The Indenture contains customary events of default, including, among other things, (i) failure to make required payments; (ii) failure to comply with certain agreements or covenants; (iii) failure to pay certain other indebtedness; (iv) certain events of bankruptcy and insolvency; and (v) failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding series of notes, as applicable, issued under such Indenture to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the applicable series of notes.

The Notes mature on August 15, 2033. Interest accrues on the Notes from July 25, 2025, and is payable semiannually, on February 15 and August 15 of each year, beginning on February 15, 2026. We may redeem some or all of the Notes at any time after August 15, 2028 at redemption prices specified in the Indenture. We may also redeem up to 40% of the aggregate principal amount of the Notes at 107.250% prior to August 15, 2028 using the net cash proceeds from certain equity offerings, provided, however, that at least 60% of the aggregate principal amount of the Notes originally issued on July 25, 2025 remains outstanding immediately after such redemption. In addition, we may redeem some or all of the Notes at any time prior to August 15, 2028 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a make whole premium set forth in the Indenture. Prior to August 15, 2028, we may redeem up to 10% of the original principal amount of the Notes (including any additional notes) in any calendar year commencing with the calendar year in which the issue date occurs (but no more than three times in total), at a price equal to 103% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date. If we sell certain of our assets or experience specific kinds of changes of control, we must offer to repurchase the Notes.

A copy of the Indenture is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 4.1 and is incorporated by reference herein. The Form of Notes, attached to the Indenture as Exhibit A, is attached to this Report as Exhibit 4.2 and is incorporated by reference herein. The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the complete text of the Indenture.

The Notes and related guarantees are Gray’s and the guarantors’ senior secured first lien obligations. The Notes and guarantees will:

● rank pari passu in right of payment to all of Gray’s and the guarantors’ existing and future senior, unsubordinated debt;                        

● be senior in right of payment to all of Gray’s and the guarantors’ future subordinated debt;  

● be effectively subordinated to any of Gray’s or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting collateral to the extent of the value of such assets;

● rank pari passu in right of security with all of Gray’s existing and future debt that is secured by a first priority lien on the collateral; and

● be effectively senior to all existing and future debt that is either unsecured or secured by a lien that is junior to the lien securing the Notes and the guarantees, in each case to the extent of the value of the collateral.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is hereby incorporated by reference.

Item 8.01 Other Events.

On July 25, 2025, Gray issued a press release (the “Press Release”) announcing the closing of the sale of the Notes. A copy of the Press Release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

4.1	Indenture, dated as of July 25, 2025, by and among Gray Media, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee and Notes Collateral Agent.
4.2	Form of 7.250% Senior Secured First Lien Note due 2033 (included in Exhibit 4.1).
99.1	Press release issued by Gray Media, Inc., on July 25, 2025 announcing the closing of the offering of the Notes.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Gray Media, Inc.
July 25, 2025	By:	/s/ Jeffrey R. Gignac
		Name: Jeffrey R. Gignac
		Title:  Executive Vice President and Chief Financial Officer

FAQ

Why is EQT (EQT) filing a Form S-4?

To register $3.87 billion of senior notes issued privately on 2 Apr 2025 and satisfy its Registration Rights Agreement.

Does EQT receive any cash from the exchange offers?

No. Restricted Notes tendered will be cancelled; EQT neither raises capital nor retires debt.

What happens if holders keep their Restricted Notes?

They retain securities subject to transfer restrictions and may face a thinner secondary market once the exchange closes.

Are the coupons or maturities changing in the exchange?

No. Registered Notes carry identical interest rates (4.50 %–7.50 %) and maturities (2027-2048) as the Restricted Notes.

When do the exchange offers expire?

At 5:00 p.m. New York time on a specific date in 2025 (to be announced); tenders can be withdrawn anytime before that deadline.