Business Context and Reporting Period
Company: Gray Media, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 22, 2025
Event: Pricing of a new debt offering.
Key Financial Metrics
Debt Issuance: $775 million aggregate principal amount of 7.250% senior secured first lien notes due 2033.
Use of Proceeds:
- Repay a portion of Term Loan D (due December 1, 2028).
- Repay a portion of Term Loan F (due June 4, 2029).
- Repay all outstanding indebtedness under the revolving credit facility.
- Pay fees and expenses related to the offering.
- General corporate purposes.
Material Changes
The primary material change is the addition of $775 million in long-term senior secured debt. This transaction is expected to reduce the company's short-term and revolving debt obligations by retiring portions of Term Loans D and F and fully paying down the revolving credit facility.
Guidance, Outlook, and Risks
Management Commentary: The company utilized Rule 144A and Regulation S exemptions to offer the notes to qualified institutional buyers and non-U.S. persons.
Risks and Contingencies: The notes are not registered under the Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption. The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy the notes.
Investor Verification Checklist
- Verify the exact amounts of Term Loan D and Term Loan F being repaid versus the total $775 million raised.
- Confirm the impact of the new 7.250% interest rate on the company's overall weighted average cost of debt.
- Review the full indenture for the Notes to understand covenants and security interests.
- Check subsequent filings for the final closing date and actual cash proceeds after fees.