Gray Media Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits

false 0000043196 0000043196 2025-07-18 2025-07-18 0000043196 gtn:ClassACommonStockNoParValueCustomMember 2025-07-18 2025-07-18 0000043196 gtn:CommonStockNoParValueCustomMember 2025-07-18 2025-07-18

 

 

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

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):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

 

On July 18, 2025, Gray Media, Inc. (“Gray”, “we” or the “Company”) issued $900,000,000 in aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 (the “Notes”) pursuant to an indenture, dated as of July 18, 2025, between Gray, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Indenture”). The Notes were issued at par. The Notes were offered and sold pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”).

 

The net proceeds from the Notes are being used, together with borrowings under its revolving credit facility (the “Revolving Credit Facility”), to (i) redeem all of the Company’s outstanding 7.000% senior notes due 2027, (ii) repay a portion of the Company’s term loan F due June 4, 2029, and (iii) pay fees and expenses in connection with the offering.

 

The terms of the Notes are governed by the Indenture. The Indenture contains covenants that limit the ability of the Company and any guarantors to, among other things, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into certain transactions with affiliates of the Company; (iv) enter into certain transactions that restrict distributions from restricted subsidiaries; (v) sell or otherwise dispose of assets; (vi) create or incur liens; merge, consolidate or sell all or substantially all of the Company’s assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (viii) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.

 

The Indenture contains customary events of default, including, among other things, (i) failure to make required payments; (ii) failure to comply with certain agreements or covenants; (iii) failure to pay certain other indebtedness; (iv) certain events of bankruptcy and insolvency; and (v) failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding series of notes, as applicable, issued under such Indenture to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the applicable series of notes.

 

The Notes mature on July 15, 2032. Interest accrues on the Notes from July 18, 2025, and is payable semiannually, on January 15 and July 15 of each year, beginning on January 15, 2026. We may redeem some or all of the Notes at any time after July 15, 2028 at redemption prices specified in the Indenture. We may also redeem up to 40% of the aggregate principal amount of the Notes at 109.625% prior to July 15, 2028 using the net cash proceeds from certain equity offerings, provided, however, that at least 60% of the aggregate principal amount of the Notes originally issued on July 18, 2025 remains outstanding immediately after such redemption. In addition, we may redeem some or all of the Notes at any time prior to July 15, 2028 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a make whole premium set forth in the Indenture. If we sell certain of our assets or experience specific kinds of changes of control, we must offer to repurchase the Notes.

 

A copy of the Indenture is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 4.1 and is incorporated by reference herein. The Form of Notes, attached to the Indenture as Exhibit A, is attached to this Report as Exhibit 4.2 and is incorporated by reference herein. The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the complete text of the Indenture.

 

The Notes and related guarantees are Gray’s and the guarantors’ senior secured second lien obligations. The Notes and guarantees will:

 

 

 

 

 

On July 18, 2025, the Company entered into a fifth amendment (the “Fifth Amendment”) to its Fifth Amended and Restated Credit Agreement (as amended, including by the Fifth Amendment, the “Senior Credit Facility”), dated as of December 1, 2021, by and among the Company, the guarantors party thereto, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the other agents and lenders party thereto.

 

The Fifth Amendment, among other things, (i) increases the aggregate commitments under the Revolving Credit Facility by $50 million, resulting in aggregate commitments under the Revolving Credit Facility of $750 million, and (ii) extends the maturity date of the Revolving Credit Facility from December 1, 2027 to December 1, 2028.

 

The Revolving Credit Facility bears interest, at the option of the Company, based on SOFR plus 1.75%-2.75% or the Base Rate plus 0.75%-1.75%, in each case based on a first lien leverage ratio test as set forth in the Senior Credit Facility (the “First Lien Leverage Ratio”). The Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, which rate may range from 0.375% to 0.500% on an annual basis, based on the First Lien Leverage Ratio and tranche of the Revolving Credit Facility.

 

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fifth Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

Wells Fargo and certain of the other agents, lenders and/or purchasers under the Senior Credit Facility or their respective affiliates, have had in the past, have currently, and/or may have in the future, various relationships with the Company involving the provision of financial or other advisory services, including cash management, investment banking and brokerage services. These parties, or their respective affiliates, have received, and may in the future receive, customary principal and interest payments, fees and expenses for these services.

 

 

The information contained in Item 1.01 above is hereby incorporated by reference.

 

 

 

On July 18, 2025, Gray issued a press release (the “Closing Press Release”) announcing the closing of the sale of the Notes. A copy of the Closing Press Release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

 

 

On July 18, 2025, Gray issued a press release (the “Fifth Amendment Press Release”) announcing the closing of the Fifth Amendment. A copy of the Fifth Amendment Press Release is attached to this Report as Exhibit 99.2 and is incorporated by reference herein.

 

 

 

 

 

 

 

 

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.