GRAY MEDIA, INC 8-K

What Happened
Gray Media, Inc. announced it sold $70.0 million aggregate principal amount of 7.250% Senior Secured First Lien Notes due 2033 in a private placement to accredited investors. The Additional Notes were issued June 30, 2026 under a supplemental indenture and were issued at 100% of par plus accrued interest (accrued from Feb 15, 2026). These Additional Notes join and rank equally with the company’s existing $775.0 million of 7.250% Senior Secured First Lien Notes issued in July 2025 (bringing the series to $845.0 million total).

Key Details

• Size & rate: $70.0M of 7.250% Senior Secured First Lien Notes due Aug 15, 2033; interest on the series accrues from July 25, 2025 and pays semiannually Feb 15 / Aug 15.
• Use of proceeds: ~$40.0M to fund the first closing of Gray’s acquisition of American Spirit Media (ASM) and ~$30.0M (plus accrued dividends) to repurchase 50,000 shares of Series A Perpetual Preferred Stock (which had a $50.0M aggregate liquidation preference).
• Security & ranking: Notes are senior secured first‑lien obligations, rank equally with the existing notes, and are effectively senior to unsecured or junior‑secured debt to the extent of collateral value.
• Covenants & defaults: The indenture limits additional borrowing, dividend payments, certain affiliate transactions, asset sales, liens and other actions; customary events of default include missed payments, covenant breaches and bankruptcy, with acceleration rights for the trustee or holders of ≥25% of the series.
• Transaction mechanics: Issued in a private placement relying on Section 4(a)(2) and Regulation D; Gray issued press releases on July 1, 2026 reporting the note sale and the ASM transaction.

Why It Matters
This filing documents new secured debt that increases the company’s funded senior secured notes to about $845M and directly funds an acquisition and a preferred‑stock buyback. For investors, key takeaways are the added leverage tied to collateral, the stated limits on Gray’s future financial flexibility under the indenture (e.g., constraints on additional debt and dividends), and the use of proceeds to expand via the ASM deal while reducing preferred equity outstanding. These are concrete balance‑sheet and capital‑structure actions that may affect credit risk, future cash‑flow obligations (interest and eventual principal repayment), and shareholder capital structure.