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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.