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Gray Media (NYSE: GTN) swaps 10.5% debt for 7.5% through 2034

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gray Media, Inc. (GTN) completed a private offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034, issued at par under a new indenture with U.S. Bank Trust Company as trustee and collateral agent.

Gray is using the net proceeds to redeem $675 million of its 10.500% senior secured first lien notes due 2029, repay $21 million of borrowings under its revolving credit facility, and pay related fees and expenses, including call premiums and accrued interest on the 2029 notes.

The new notes mature on September 15, 2034, bear interest from August 21, 2026, and pay interest semiannually on March 15 and September 15, beginning March 15, 2027. They are guaranteed on a senior secured first lien basis by restricted subsidiaries that guarantee Gray’s existing senior credit facility and are subject to customary covenants and events of default, including limits on additional debt, liens, asset sales, dividends and certain transactions.

Positive

  • Refinancing replaces $675 million of 10.500% notes with 7.500% notes due 2034, which likely lowers interest expense and extends debt maturities.
  • Use of proceeds includes repayment of $21 million under the revolving credit facility, slightly reducing reliance on shorter-term borrowings.

Negative

  • None.

Filing Explained

Gray Media issued $750 million of new notes on August 21, 2026, but the filing says the planned redemption of $675 million of 2029 notes is expected on August 27, 2026, so that payoff remains pending. Upon redemption, the company expects $350 million of the older notes to remain outstanding, leaving the debt transition incomplete until that milestone.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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, or exhibit attachments filed with this report.
New notes principal amount $750,000,000 Aggregate principal amount of 7.500% senior secured first lien notes due 2034
New notes interest rate 7.500% Coupon on senior secured first lien notes due 2034
Legacy notes coupon 10.500% Interest rate on senior secured first lien notes due 2029 being partially redeemed
2029 Notes redeemed $675,000,000 Outstanding principal amount of 10.500% notes due 2029 to be redeemed with proceeds
Revolver repayment $21,000,000 Outstanding borrowings under revolving credit facility to be repaid with proceeds
Remaining 2029 Notes $350,000,000 Expected principal amount of 10.500% notes due 2029 remaining after redemption
Maturity date of new notes September 15, 2034 Stated maturity of 7.500% senior secured first lien notes
First interest payment date March 15, 2027 First semiannual interest payment on the new notes
senior secured first lien notes financial
"7.500% senior secured first lien notes due 2034"
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.
Indenture financial
"pursuant to an indenture, dated as of August 21, 2026"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
make whole premium financial
"plus a make whole premium set forth in the Indenture"
A make whole premium is a one-time payment an issuer must give bondholders when it repays a bond before its scheduled maturity to compensate for lost future interest; think of it as paying the remaining expected interest in today’s dollars so investors are ‘made whole.’ For investors, it matters because it protects expected returns on callable or early-redeemable debt and affects the effective yield and price sensitivity of those bonds.
Rule 144A regulatory
"offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"and to persons outside the United States under Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
events of default financial
"The Indenture contains customary events of default, including, among other things"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

What new debt did Gray Media, Inc. (GTN) issue in August 2026?
Gray issued $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034, issued at par and guaranteed on a senior secured first lien basis by restricted subsidiaries that guarantee its existing senior credit facility.

How will Gray Media (GTN) use the proceeds from the $750 million notes?
Gray is using the net proceeds to redeem $675 million of its 10.500% notes due 2029, repay $21 million outstanding under its revolving credit facility, and pay related fees and expenses, including call premiums and accrued interest on the 2029 notes.

What are the key terms of Gray Media’s new 7.500% notes due 2034?
The notes bear 7.500% interest, accrue from August 21, 2026, mature on September 15, 2034, and pay interest semiannually on March 15 and September 15, starting March 15, 2027. They are senior secured first lien obligations with customary covenants and events of default.

What happens to Gray Media’s existing 10.500% notes due 2029 after this transaction?
Gray intends to redeem $675 million principal amount of its 10.500% senior secured first lien notes due 2029 using the new notes’ proceeds. After this expected redemption, it expects to have $350 million principal amount of 2029 notes remaining outstanding.

Who can buy Gray Media’s new 7.500% notes (GTN)?
The notes and related guarantees are not registered under the Securities Act. They were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.

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

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Understanding 8-K Material Events →
false 0000043196 0000043196 2026-08-21 2026-08-21 0000043196 gtn:ClassACommonStockNoParValueCustomMember 2026-08-21 2026-08-21 0000043196 gtn:CommonStockNoParValueCustomMember 2026-08-21 2026-08-21
 
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): August 21, 2026 (August 21, 2026)
 
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 August 21, 2026, Gray Media, Inc. (“Gray”, “we” or the “Company”) issued $750,000,000 in aggregate principal amount of its 7.500% senior secured first lien notes due 2034 (the “Notes”) pursuant to an indenture, dated as of August 21, 2026, 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 to (i) redeem $675 million outstanding principal amount of the Company’s 10.500% senior secured first lien notes due 2029 (the “2029 Notes”), (ii) repay $21 million of outstanding borrowings under the Company’s revolving credit facility, and (iii) pay fees and expenses in connection with the offering, which includes the call premium and accrued and unpaid interest on the 2029 Notes being redeemed. 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 2029 Notes.
 
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; (vii) merge, consolidate or sell all or substantially all of the Company’s assets; (viii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (ix) 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 September 15, 2034. Interest accrues on the Notes from August 21, 2026, and is payable semiannually, on March 15 and September 15 of each year, beginning on March 15, 2027. We may redeem some or all of the Notes at any time after September 15, 2029 at redemption prices specified in the Indenture. We may also redeem up to 40% of the aggregate principal amount of the Notes at 107.500% prior to September 15, 2029 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 August 21, 2026 remains outstanding immediately after such redemption. In addition, we may redeem some or all of the Notes at any time prior to September 15, 2029 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 September 15, 2029, 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 with 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 August 21, 2026, 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 August 21, 2026, 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 7.500% Senior Secured First Lien Note due 2034 (included in Exhibit 4.1).
 
 
99.1
Press release issued by Gray Media, Inc., on August 21, 2026.
 
 
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.
 
 
 
August 21, 2026
By:
/s/ Jeffrey R. Gignac
 
 
Name:
Jeffrey R. Gignac
 
 
Title:
Executive Vice President and
Chief Financial Officer
 

Exhibit 99.1

 

image01.jpg

 

NEWS RELEASE

 

Gray Announces Closing of Offering of $750 Million of 7.500% Senior Secured First Lien Notes due 2034

 

Atlanta, Georgia – August 21, 2026. . . Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that it has completed its previously announced offering of $750 million aggregate principal amount of 7.500% senior secured first lien notes due 2034 (the “Notes”). The Notes were issued at par.

 

The net proceeds from the Notes are being used to (i) redeem $675 million outstanding principal amount of Gray’s 10.500% senior secured first lien notes due 2029 (the “2029 Notes”), (ii) repay $21 million of outstanding borrowings under Gray’s revolving credit facility, and (iii) pay fees and expenses in connection with the offering, which includes the call premium and accrued and unpaid interest on the 2029 Notes being redeemed.

 

Upon the consummation of the redemption of the 2029 Notes, which is expected to be on August 27, 2026, using the net proceeds referenced above, the Company expects to have remaining $350 million outstanding principal amount of 2029 Notes.

 

The Notes are guaranteed, jointly and severally, on a senior secured first lien basis, by each existing and future restricted subsidiary of Gray that guarantees Gray’s existing senior credit facility.

 

Interest on the Notes accrues from August 21, 2026 and is payable semiannually, on March 15 and September 15 of each year, commencing March 15, 2027. The Notes mature on September 15, 2034.

 

The Notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The Notes were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.

 

This press release does not constitute an offer to purchase, a notice of redemption or a solicitation of an offer to purchase any of the 2029 Notes.

 

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 the intended use of proceeds of the offering, Gray’s ability to consummate the redemption of 2029 Notes 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, 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

#         #         #

 

Source: View Original Filing on SEC EDGAR

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