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

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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):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 25, 2025, Gray Media, Inc. (“Gray”, “we” or the “Company”) issued $775,000,000 in aggregate principal amount of its 7.250% Senior Secured First Lien Notes due 2033 (the “Notes”) pursuant to an indenture, dated as of July 25, 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 (i) to repay a portion of the Company’s term loan D due December 1, 2028, (ii) to repay a portion of the Company’s term loan F due June 4, 2029, (iii) to repay all outstanding indebtedness drawn under the Company’s revolving credit facility, (iv) to pay fees and expenses in connection with the offering, and (v) for general corporate purposes.

 

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 August 15, 2033. Interest accrues on the Notes from July 25, 2025, and is payable semiannually, on February 15 and August 15 of each year, beginning on February 15, 2026. We may redeem some or all of the Notes at any time after August 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 107.250% prior to August 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 25, 2025 remains outstanding immediately after such redemption. In addition, we may redeem some or all of the Notes at any time prior to August 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. Prior to August 15, 2028, we may redeem up to 10% of the original principal amount of the Notes (including any additional notes) in any calendar year commencing with the calendar year in which the issue date occurs (but no more than three times in total), at a price equal to 103% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date. 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 first lien obligations. The Notes and guarantees will:

 

 

 

 

 

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

 

 

On July 25, 2025, Gray issued a press release (the “Press Release”) announcing the closing of the sale of the Notes. A copy of the Press Release is attached to this Report as Exhibit 99.1 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.