Gray Media Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, 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):

 

 

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. ☐

 

 

Item 1.01.  Entry into a Material Definitive Agreement.

 

 

As previously disclosed, on February 23, 2023, Gray Media, Inc. (the “Company”) and certain of its subsidiaries entered into a three-year $300 million revolving accounts receivable securitization facility (the “AR Facility”) with Wells Fargo Bank, N.A. (“Wells”), as administrative agent.

 

On March 31, 2025, the Company, Gray AR, LLC, a wholly-owned special purpose subsidiary of the Company (the “SPV”), certain purchasers party thereto and Wells entered into the Third Amendment (the “Amendment”) to the Receivables Purchase Agreement, dated as of February 23, 2023 (as amended, including by the Amendment, the “Receivables Purchase Agreement”), by and among the SPV, the Company, as servicer, Wells, as administrative agent, and certain purchasers from time to time party thereto (the “Purchasers”), pursuant to which, among other things, the Company (i) increased the aggregate commitments under the AR Facility by $100 million, resulting in aggregate commitments under the AR Facility of up to $400 million, and (ii) extended the scheduled termination date thereunder to March 31, 2028. Other than as amended by the Amendment, all other terms under the Receivables Purchase Agreement and other documents related to the AR Facility remain in full force and effect, without modification.

 

The SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to the Company. Accordingly, the SPV’s assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPV may be remitted to the Company.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

On March 31, 2025, the Company entered into a fourth amendment (the “Fourth Amendment”) to its Fifth Amended and Restated Credit Agreement (as amended, including by the Fourth Amendment, the “Senior Credit Facility”), dated as of December 1, 2021, by and among the Company, the guarantors party thereto, Wells, as administrative agent, and the other agents and lenders party thereto.

 

The Fourth Amendment, among other things, increases the aggregate commitments under the Revolving Credit Facility (the “Revolving Credit Facility”) by $20 million, resulting in aggregate commitments under the Revolving Credit Facility of $700 million.

 

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

 

Wells and certain of the other agents, lenders and/or purchasers under the Senior Credit Facility and the AR Facility, or their respective affiliates, have had in the past, have currently, and 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.

 

 

On March 31, 2025, Gray issued a press release announcing the closing of the Third Amendment to its AR Facility, and the Fourth Amendment to its Fifth Amended and Restated Credit Agreement (the “Press Release”). A copy of the Press Release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

 

 

Item 9.01 Financial Statements and Exhibits.

 

 

 

 

 

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.