Gray Announces Private Offering of Senior Secured Second Lien Notes

Core Viewpoint - Gray Media, Inc. plans to offer up to $750 million in senior secured second lien notes due 2032, subject to market conditions [1] Group 1: Offering Details - The offering will be exempt from the registration requirements of the Securities Act of 1933 [1] - Gray expects to increase commitments under its revolving credit facility by $50 million, bringing total commitments to $750 million, and extend the maturity date from December 1, 2027, to December 1, 2028 [2] - The closing of the notes offering is not conditioned on the closing of the Revolver Amendment, but the latter is conditioned on the former [2] Group 2: Use of Proceeds - The net proceeds from the offering will be used to redeem all outstanding 7.000% senior notes due 2027, repay a portion of a term loan due June 4, 2029, and cover fees and expenses related to the offering [3] Group 3: Guarantees and Offer Restrictions - The notes will be guaranteed on a senior secured second lien basis by existing and future restricted subsidiaries of Gray that guarantee its existing senior credit facility [4] - The notes will only be offered to qualified institutional buyers under Rule 144A and to non-U.S. persons in transactions outside the United States under Regulation S [5]