Gray Media, Inc. — Form 8-K Summary
Reporting context: The 8-K was filed October 9, 2026, regarding a credit agreement amendment entered into October 8, 2026. The filing reports a financing transaction, not operating results for a fiscal period.
Key financial terms and liquidity
- Gray added a $600 million Term Loan G, due July 15, 2030, subject to earlier springing maturity provisions.
- Proceeds repaid part of the Term D Loan, leaving $150 million outstanding, and covered related fees and expenses. The filing does not state the exact amount of Term D repaid or the fees.
- Term Loan G bears interest at the Company’s option at Term SOFR plus 3.50% or Base Rate plus 2.50%. Quarterly principal reductions are 0.25% of the loan’s initial principal amount.
- Revolving commitments decreased from $750 million to $680 million, while the stated maturity was extended from December 1, 2028 to July 15, 2030, subject to springing maturities. Revolver pricing remains variable: Term SOFR plus 1.75%–2.75% or Base Rate plus 0.75%–1.75%, based on first-lien net leverage. The unused commitment fee ranges from 0.250% to 0.400% per year.
- The filing provides no revenue, earnings, cash flow, margin, cash balance, or current revolver utilization figures; it therefore does not establish the transaction’s net effect on available liquidity or total debt.
Changes versus prior terms
- The amendment introduces the $600 million Term Loan G and uses its proceeds in part to repay the Term D Loan.
- Revolving commitments are reduced by $70 million, and the stated revolver maturity is extended by approximately 19 months, from December 2028 to July 2030, subject to springing maturity conditions.
Risks and other material terms
- Term Loan G and the revolving facility may mature 91 days before specified debt maturities if more than $200 million remains outstanding on the relevant Term D Loan, Term Loan G, or 2029 1L Notes, as applicable. The specific conditions differ by facility.
- Obligations remain secured by substantially all assets of Gray and certain domestic subsidiaries, excluding real estate, with specified subsidiaries providing guarantees and their ownership interests pledged.
- The facility includes affirmative and negative covenants and a first-lien net leverage covenant that applies when revolving loans are outstanding or qualifying undrawn letters of credit exceed $50 million at quarter-end. The filing does not provide the covenant’s maximum leverage thresholds.
- Interest costs are variable. The filing does not provide a forecast or management outlook on the effects of the amendment.
Important facts for investors to verify
- Outstanding balances and maturities of the Term D Loan, Term Loan G, 2029 1L Notes, and other debt, including whether any springing maturity condition could apply.
- Actual revolving borrowings, undrawn availability, and compliance with financial covenants.
- Complete amendment terms, including covenant thresholds, in Exhibit 10.1; the filing states its summary is qualified by the full agreement.
- Final transaction costs and the effect on interest expense, debt service, and liquidity.