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Gray Media (NYSE: GTN) targets 2029 note redemption with new 2034 debt

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

Rhea-AI Filing Summary

Gray Media, Inc. is undertaking a private debt refinancing. The company announced an offering, subject to market conditions, of up to $750 million aggregate principal amount of senior secured first lien notes due 2034 in a transaction exempt from Securities Act registration. The notes will be offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and will be guaranteed on a senior secured first lien basis by restricted subsidiaries that guarantee Gray’s existing senior credit facility.

Gray intends to use the net proceeds to redeem a portion of its 10.500% senior secured first lien notes due 2029, repay a portion of outstanding borrowings under its revolving credit facility, and pay related fees and expenses. Separately, Gray issued a conditional notice of partial redemption for $675 million of the 2029 Notes, targeted for August 27, 2026, at 105.250% of principal plus accrued and unpaid interest, contingent on consummation of the new notes offering.

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Filing Explained

The August 17 plan remains conditional: up to $750 million of new debt is proposed, while the $675 million redemption depends on closing.

As a Form 8-K material-event report, this filing places Gray Media’s transaction at the offering stage: on August 17, 2026, it commenced a private offering of up to $750 million of senior secured first lien notes due 2034, subject to market conditions.

The disclosed state is an offering rather than an issuance. If completed, Gray intends to use net proceeds to redeem $675 million of its 2029 notes, repay part of its revolving-credit borrowings, and pay related fees and expenses. The new notes would be secured on a senior first-lien basis and guaranteed by restricted subsidiaries that guarantee Gray’s existing senior credit facility.

The stated $750 million is the offering size, not proceeds reported as received. The separate 2029-notes redemption is targeted for August 27, 2026, at 105.250% of principal plus accrued and unpaid interest, but only if the new-notes offering is consummated.

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.
New Notes Offering Size $750 million aggregate principal amount Intended senior secured first lien notes due 2034
2029 Notes Coupon 10.500% Interest rate on existing senior secured first lien notes due 2029
2029 Notes Partial Redemption Amount $675 million Portion of 2029 Notes Gray intends to redeem
2029 Notes Redemption Price 105.250% of principal amount Redemption price plus accrued and unpaid interest if redeemed
Planned Redemption Date August 27, 2026 Target date for conditional partial redemption of 2029 Notes
senior secured first lien notes financial
"offering of $750 million aggregate principal amount of 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.
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
"to non-U.S. persons in transactions 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.
conditional notice of partial redemption financial
"issued a conditional notice of partial redemption to the holders of the 2029 Notes"
aggregate principal amount financial
"offer up to $750 million aggregate principal amount of senior secured first lien notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

FAQ

What did Gray Media (GTN) announce in its August 17, 2026 8-K?
Gray Media announced a private offering of up to $750 million of senior secured first lien notes due 2034. The company plans to use proceeds to redeem part of its 2029 notes, repay revolving credit facility borrowings, and pay related fees and expenses.

How large is Gray Media’s new notes offering and when do the notes mature?
Gray Media intends to offer up to $750 million aggregate principal amount of senior secured first lien notes. These new notes will mature in 2034, extending the company’s debt maturity profile relative to the existing 2029 senior secured first lien notes.

How will Gray Media (GTN) use the proceeds from the 2034 notes offering?
Gray plans to use net proceeds to redeem a portion of its 10.500% 2029 Notes, repay a portion of outstanding borrowings under its revolving credit facility, and pay fees and expenses associated with the offering, as described in the announcement.

What partial redemption of Gray Media’s 2029 notes was announced?
Gray issued a conditional notice to redeem $675 million of its 10.500% senior secured first lien notes due 2029. The planned redemption date is August 27, 2026, at 105.250% of principal plus accrued and unpaid interest, contingent on completing the new offering.

Who can purchase Gray Media’s new 2034 senior secured notes?
The new notes and guarantees will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They will not be registered under the Securities Act and cannot be publicly offered in the United States without registration or an exemption.

Are Gray Media’s new notes and 2029 notes redemption offers available to the general public?
No. The new notes are a private offering under Rule 144A and Regulation S, not a public sale. The company also states that its communication does not constitute an offer to sell or a notice of redemption beyond the specific conditional redemption notice already issued to 2029 noteholders.

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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): August 17, 2026 (August 17, 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 8.01
Other Events.
 
Notes Offering
 
On August 17, 2026, Gray Media, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that it, subject to market conditions, had commenced an offering of $750 million aggregate principal amount of senior secured first lien notes due 2034 (the “Notes”), in an offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes are being offered to (i) redeem a portion of the Company’s outstanding 10.500% senior secured first lien notes due 2029 (the “2029 Notes”), (ii) repay a portion of outstanding borrowings under the Company’s revolving credit facility, and (iii) pay fees and expenses in connection with the offering.
 
A copy of the 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 99.1 and incorporated herein by reference.
 
Neither the 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 August 17, 2026, the Company also issued a conditional notice of partial redemption to the holders of the 2029 Notes, notifying such holders that the Company intends to redeem $675 million of the 2029 Notes on August 27, 2026 (the “2029 Notes Redemption”). The 2029 Notes Redemption is conditioned upon the consummation of the offering of Notes discussed above. If redeemed, the 2029 Notes will be redeemed at 105.250% 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 2029 Notes.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
99.1
 
Press Release issued by Gray Media, Inc. on August 17, 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 17, 2026
By:
/s/ Jeffrey R. Gignac
 
 
Name:
Jeffrey R. Gignac
 
 
Title:
Executive Vice President and
Chief Financial Officer
 

Exhibit 99.1

 

logo01.jpg

 

NEWS RELEASE

 

Gray Announces Private Offering of Senior Secured First Lien Notes

 

Atlanta, Georgia – August 17, 2026. . . Gray Media, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) announced today that it intends to offer up to $750 million aggregate principal amount of senior secured first lien notes due 2034, subject to market conditions. The offering will be exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”).

 

Gray intends to use the net proceeds of the offering to (i) redeem a portion of Gray’s outstanding 10.500% senior secured first lien notes due 2029 (the “2029 Notes”), (ii) repay a portion of our outstanding borrowings under Gray’s revolving credit facility, and (iii) pay fees and expenses in connection with the offering.

 

The notes will be 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.

 

The notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The 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.

 

This press release does not constitute a notice of redemption with respect to the 2029 Notes or an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

 

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 Gray’s ability to consummate the offering of notes or the redemption, the intended use of proceeds of the offering, 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 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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Source: View Original Filing on SEC EDGAR

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