Gray Media announces private offering of senior secured second lien notes

Gray Media (GTN) intends to offer up to $750 million aggregate principal amount of senior secured second lien notes due 2032, subject to market conditions. The offering will be exempt from the registration requirements of the Securities Act of 1933. In connection with the offering of notes, Gray expects to increase the aggregate commitments under our revolving credit facility by $50 million, resulting in aggregate commitments under the revolving credit facility of $750 million and extend the maturity date of our revolving credit facility from December 1, 2027 to December 1, 2028. The closing of this offering of notes is not conditioned on the closing of the Revolver Amendment, but the closing of the Revolver Amendment is conditioned on the closing of this offering. The completion of the Revolver Amendment is also subject to customary closing conditions and there can be no assurance as to whether or when the Revolver Amendment may be completed, if at all. Gray intends to use the net proceeds of the offering, together with borrowings under Gray’s revolving credit facility, to redeem all of Gray’s outstanding 7.000% senior notes due 2027, repay a portion of Gray’s term loan F due June 4, 2029, and pay fees and expenses in connection with the offering. The notes will be 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.