Gray Media targets 2027 bond redemption with new $750 mm second-lien issue

Rhea-AI Filing Summary

Gray Media, Inc. (NYSE: GTN) filed an 8-K dated July 8, 2025 disclosing two material matters:

• Item 2.02 – Guidance Update: The company issued a press release (Exhibit 99.1) providing updated financial guidance for the quarter ended June 30, 2025. Specific revenue, EBITDA or EPS figures were not included in the 8-K; investors must refer to the accompanying press release for details.
• Item 8.01 – Capital Structure Actions: The company launched an offering of $750 million senior secured second-lien notes due 2032 (Rule 144A/Reg S). Along with borrowings under its revolving credit facility, proceeds will be used to: (i) redeem 100% of its outstanding 7.00% senior notes due 2027; (ii) repay a portion of Term Loan F maturing 2029; and (iii) cover related fees and expenses.

Concurrently, Gray Media issued a conditional notice of redemption for the 2027 notes, targeting a July 18, 2025 redemption date at par plus accrued interest, subject to successful completion of the new notes offering.

No offer or sale of the new notes is being made via this filing; the instruments remain unregistered under the Securities Act. Exhibits 99.1 and 99.2 contain the full guidance update and launch details, respectively.

Positive

• Full redemption of $7.0% senior notes due 2027 eliminates a near-term maturity at par.
• Partial repayment of Term Loan F (due 2029) with offering proceeds reduces first-lien exposure.
• Maturity extension to 2032 via new second-lien notes provides longer runway for strategic initiatives.

Negative

• Additional secured debt: Issuance of second-lien notes increases secured leverage in the capital stack.
• Pricing and covenant terms undisclosed, leaving uncertainty on future interest expense and flexibility.

Insights

Debt Capital Markets Analyst

TL;DR: $750 mm second-lien issue refinances 7% 2027 notes; improves maturity profile but adds secured leverage—net impact neutral.

The announced transaction shifts Gray Media’s nearest bond maturity from 2027 to 2032. Retiring the 7.00% notes eliminates a higher-coupon liability and removes a 2027 refinancing wall. However, the new securities are second-lien, ranking behind first-lien bank debt but ahead of existing unsecured obligations, thereby increasing the secured portion of the capital structure. Pricing and covenant details are absent, preventing a full cost-of-capital assessment. The partial repayment of Term Loan F reduces first-lien balances, moderately offsetting the added second-lien debt. Until pricing is disclosed, the transaction is best viewed as capital-structure neutral.

Portfolio Manager – Broadcast Media

TL;DR: Debt stack clean-up and par redemption of 2027 notes signal proactive liability management—slightly positive for GTN holders.

Management continues to address near-term leverage concerns by pre-funding a full take-out of the 2027s and trimming Term Loan F. While interest costs on the new 2032 notes are undisclosed, extending maturities by five years gives GTN more runway to monetize political-cycle cash flows. The conditional redemption at par avoids make-whole premiums, conserving cash. Investors should review Exhibit 99.1 for guidance figures to gauge earnings support for the new debt. Overall, the maneuver demonstrates disciplined balance-sheet stewardship ahead of 2026–2028 political revenue cycles.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 8, 2025 (July 8, 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 2.02 Results of Operations and Financial Condition.

On July 8, 2025, Gray Media, Inc. (the “Company”) issued a press release (the “Press Release”) announcing an update to its financial guidance for the quarter ended June 30, 2025, along with certain other developments that occurred during the quarter. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information set forth in and incorporated into this Item 2.02 of this Current Report on Form 8-K is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. 

Item 8.01 Other Events.

Notes Offering

On July 8, 2025, the Company issued a press release (the “Launch Press Release”) announcing that it, subject to market conditions, had commenced an offering of $750 million aggregate principal amount of senior secured second lien notes due 2032 (the “Notes”), in an offering that is exempt from the registration requirements of the Securities Act. The Notes are being offered, together with borrowings under the Company’s revolving credit facility, to (i) redeem all of the Company’s outstanding 7.000% senior notes due 2027 (the “2027 Notes”), (ii) repay a portion of the Company’s term loan F due June 4, 2029, and (iii) pay fees and expenses in connection with the offering.

A copy of the Launch Press Release, which was issued in connection with the offering and pursuant to and in accordance with Rule 135c under the Securities Act, is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Neither the Launch Press Release nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy the Notes. The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Redemption

On July 8, 2025, the Company also issued a conditional notice of redemption to the holders of the 2027 Notes (the “2027 Notes Redemption”), notifying such holders that the Company intends to redeem all of the 2027 Notes on July 18, 2025. The 2027 Notes Redemption is conditioned upon the consummation of offering of Notes discussed above. If redeemed, the 2027 Notes will be redeemed at 100.000% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

This Current Report on Form 8-K does not constitute an offer to purchase, a notice of redemption or a solicitation of an offer to purchase any of the 2027 Notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release issued by Gray Media, Inc. on July 8, 2025
99.2	Launch Press Release issued by Gray Media, Inc. on July 8, 2025
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 8, 2025	By:	/s/ Jeffrey R. Gignac
		Name:  Jeffrey R. Gignac
		Title:    Executive Vice President and  Chief Financial Officer

FAQ

What did Gray Media (GTN) announce in its July 8 2025 8-K?

GTN launched a $750 million second-lien notes offering and issued updated Q2 2025 guidance.

How will Gray Media use the $750 million note proceeds?

Redeem all 7.00% senior notes due 2027, repay part of Term Loan F, and cover fees.

When is the 7.00% 2027 note redemption scheduled?

Gray Media set a July 18 2025 conditional redemption date, subject to completion of the new offering.

Are the new 2032 notes registered with the SEC?

No. They are being offered under Rule 144A/Reg S and will not be registered under the Securities Act.

Where can investors find specific Q2 2025 guidance numbers?

Detailed metrics are contained in Exhibit 99.1, the press release furnished with the 8-K.