GTN 8-K
Gray Media, Inc (GTN)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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rank pari passu in right of payment to all of Gray’s and the guarantors’ existing and future senior, unsubordinated debt;
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are senior in right of payment to all of Gray’s and the guarantors’ future subordinated debt;
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are effectively subordinated to any of Gray’s or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting collateral to the extent of the value of such assets;
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are effectively junior to all of Gray’s existing and future debt that is secured by a lien that is senior to the Notes to the extent of the value of the collateral; and
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are effectively senior to all existing and future debt that is either unsecured or secured by a lien that is junior to the lien securing the Notes and the guarantees, in each case to the extent of the value of the collateral.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 8.01
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Other Events.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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4.1
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4.2
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4.3
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Gray Media, Inc.
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December 12, 2025
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By:
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/s/ Jeffrey R. Gignac
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Name:
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Jeffrey R. Gignac
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Title:
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Executive Vice President and
Chief Financial Officer
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Exhibit 4.2
Execution Version
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 12, 2025 among Gray Media, Inc., a Georgia corporation (the “Company”), the Subsidiary Guarantors (as defined in the Base Indenture (as defined below)) and U.S. Bank Trust Company, National Association, a national banking association under the laws of the United States of America, as trustee under the Indenture (defined below) (the “Trustee”) to the Base Indenture.
WITNESSETH:
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee are party to an indenture, dated as of July 18, 2025 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company of its 9.625% Senior Secured Second Lien Notes due 2032;
WHEREAS, pursuant to and on the date of the Base Indenture, the Company initially issued $900,000,000 aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2025 (the “Existing Notes”);
WHEREAS, Section 2.15 of the Base Indenture provides that, without the consent of Holders of any notes, the Company may, from time to time and in accordance therewith, create and issue Additional Notes (as defined in the Base Indenture) under the Base Indenture;
WHEREAS, the Company wishes to issue an additional $250,000,000 aggregate principal amount of its 9.625% Senior Secured Second Lien Notes due 2032 as Additional Notes (the “New Notes”);
WHEREAS, the Company and the Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to the execution and delivery of this Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects authorized.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree as follows:
1. Defined Terms. Defined terms used herein without definition shall have the meanings assigned to them in the Base Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under this Supplemental Indenture on December 12, 2025 is $250,000,000.
3. Terms of New Notes. The New Notes are to be issued as Additional Notes under the Indenture and shall:
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be issued as part of the existing series of Existing Notes under the Indenture, and the New Notes and the Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase; |
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be issued on December 12, 2025 at a purchase price of 102% of the principal amount, and will accrue interest from July 18, 2025; |
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be issuable in whole in the form of one or more Global Notes to be held by the Depository and in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Base Indenture; and |
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bear the CUSIP number of 389375 AN6 and ISIN of US389375AN64. |
4. Ratification of Base Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Base Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Base Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
6. Trustee Assumes No Duties, etc. and Makes No Representation. The Trustee assumes no duties, responsibilities or liabilities under this Supplemental Indenture other than as set forth in the Base Indenture. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Pages to Follow]
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GRAY MEDIA, INC. |
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By: |
/s/ Jeffrey R. Gignac |
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Name: Jeffrey R. Gignac |
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Title: Executive Vice President, Chief Financial Officer |
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DYNAMIC CAPTIONING LLC, GRAY TELEVISION LICENSEE, LLC, POWERNATION STUDIOS, LLC, RAYCOM SPORTS NETWORK, LLC, and TUPELO MEDIA GROUP, LLC, as Guarantors |
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By: |
/s/ Jeffrey R. Gignac |
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Name: Jeffrey R. Gignac |
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GRAY LOCAL MEDIA, INC., as Guarantor |
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By: |
/s/ Jeffrey R. Gignac |
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Name: Jeffrey R. Gignac Financial Officer |
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[Signature Page to First Supplemental Indenture]
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee |
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By: |
/s/ Felicia H. Powell |
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Name: Felicia H. Powell |
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Notes Collateral Agent |
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By: |
/s/ Felicia H. Powell |
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Name: Felicia H. Powell |
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[Signature Page to First Supplemental Indenture]
Exhibit 99.1
NEWS RELEASE
Gray Announces Closing of Offering of $250 Million of Additional 9.625% Senior Secured Second Lien Notes due 2032
Atlanta, Georgia – December 12, 2025. . . Gray Media, Inc. (“Gray”) (NYSE: GTN) announced today that it has completed its previously announced offering of $250,000,000 aggregate principal amount of additional 9.625% senior secured second lien notes due 2032 (the “Additional Notes”) pursuant to Purchase Agreements, dated December 5, 2025 (the “Purchase Agreements”), by and among Gray, the guarantors party thereto and the purchasers named therein. The Additional Notes were issued at 102.000% of par plus accrued interest from and including July 18, 2025. The Additional Notes are part of the same issuance of, and will rank equally and form a single series with, the $900,000,000 aggregate principal amount of Gray’s 9.625% senior secured second lien notes due 2032 that were issued on July 18, 2025 (the “Existing Notes,” and, together with the Additional Notes, the “Notes”).
The net proceeds from the Additional Notes are being used (i) to redeem a portion of Gray’s 10.500% senior secured first lien notes due 2029, (ii) to pay fees and expenses in connection with the offering, and (iii) for general corporate purposes.
The Notes are guaranteed, jointly and severally, on a senior secured second lien basis, by each existing and future restricted subsidiary of Gray that guarantees Gray’s existing senior credit facility.
Interest on the Notes accrues from July 18, 2025 and is payable semiannually, on January 15 and July 15 of each year, commencing January 15, 2026. The Notes mature on July 15, 2032.
The Notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The Notes were offered and sold in a private transaction in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and the provisions of Regulation D thereunder.
Forward-Looking Statements:
This press release contains certain forward-looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions by Gray. These statements are statements other than those of historical fact and may be identified by words such as “estimates,” “expect,” “anticipate,” “will,” “implied,” “intend,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond Gray’s control, include the intended use of proceeds of the offering and other future events. Gray is subject to additional risks and uncertainties described in Gray’s quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and management’s discussion and analysis of financial condition and results of operations sections contained therein, which reports are made publicly available via its website, www.graymedia.com. Any forward-looking statements in this communication should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this communication beyond the date hereof, whether as a result of new information, future events or otherwise.
Gray Contacts:
Jeffrey R. Gignac, Executive Vice President, Chief Financial Officer, 404-504-9828
Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333
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