Gray Media, Inc. filed an 8-K with the SEC on August 21, 2026, disclosing the issuance of $750,000,000 in aggregate principal amount of 7.500% senior secured first lien notes due 2034 and the use of proceeds to refinance existing debt.

Key Highlights

  • $750 million issued: Gray Media priced $750,000,000 aggregate principal amount of 7.500% senior secured first lien notes due 2034, issued at par on August 21, 2026.
  • Maturity and interest: The notes mature on September 15, 2034, with interest payable semiannually on March 15 and September 15 each year, beginning March 15, 2027.
  • Proceeds use: Net proceeds are being used to redeem $675 million of the company's 10.500% senior secured first lien notes due 2029, repay $21 million under the revolving credit facility, and pay fees and expenses.
  • Equity clawback option: Gray may redeem up to 40% of the aggregate principal amount at 107.500% prior to September 15, 2029, using proceeds from certain equity offerings, provided at least 60% of the originally issued principal remains outstanding after such redemption.
  • Limited annual redemption: Prior to September 15, 2029, Gray may redeem up to 10% of the original principal amount per calendar year, up to three times total, at 103% of aggregate principal plus accrued interest.
  • Trustee and collateral agent: U.S. Bank Trust Company, National Association, is serving as trustee and collateral agent under the indenture dated August 21, 2026.

Gray Media Refinances High-Cost Debt With 2034 Note Offering

According to the filing, Gray Media, Inc. (NYSE:GTN) completed the issuance of $750,000,000 in 7.500% senior secured first lien notes due 2034 on August 21, 2026. The notes were issued pursuant to an indenture entered into on the same date among Gray Media, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The notes were offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended.

The filing states that net proceeds are being used primarily to redeem $675 million of outstanding principal of the company's existing 10.500% senior secured first lien notes due 2029, repay $21 million of outstanding borrowings under the company's revolving credit facility, and pay fees and expenses including the call premium and accrued and unpaid interest on the 2029 notes being redeemed. The filing notes that the 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 indenture contains covenants restricting the company and guarantors on matters including incurring additional indebtedness, paying dividends or making certain restricted payments, entering into affiliate transactions, selling assets, creating liens, and merging or consolidating. The filing notes these covenants are "subject to a number of important exceptions and qualifications." The indenture also contains customary events of default, and upon such an event, either the trustee or holders of at least 25% in aggregate principal amount of the then-outstanding notes may accelerate amounts due. The notes and related guarantees rank pari passu in right of payment with Gray's existing and future senior, unsubordinated debt, and rank pari passu in right of security with Gray's existing and future debt secured by a first priority lien on the collateral, according to the filing.

What Was Disclosed

Gray Media disclosed the closing of a $750 million senior secured note offering due 2034 at a 7.500% rate, the indenture governing its terms, and the use of proceeds to retire higher-rate 2029 debt and reduce revolving credit facility borrowings.