The publicly traded company that includes among its assets the broadcast TV stations that comprise Graham Media Group has announced that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of its senior unsecured notes due 2033.
The notes will be guaranteed, jointly and severally, on a senior unsecured basis, by certain of Graham Holdings Company’s existing and future domestic subsidiaries.
What’s the reason for the half-billion dollar offering? Substantially concurrently with the offering of the notes, Graham intends to amend and restate its revolving credit facility — increasing the total lender commitments to $400 million.
Graham says the note offering is not conditioned on the closing of the amended revolving credit facility, though the closing of such a change is conditioned on the closing of the note offering.
If the offering of notes is consummated, here’s what will happen:
- GHC intends to use the net proceeds from the note offering, together with the borrowings under the amended revolving credit facility, to redeem its outstanding 5.750% notes due 2026
- GHC will refinance its outstanding revolving loans under the existing revolving credit facility
- GHC will repay all amounts outstanding under the company’s existing $150 million term loan facility
- GHC intends to pay related fees and expenses
News of the private note offering comes following the October 29 release of Graham Holdings’ Q3 2025 earnings report. On tough comps, revenue and operating income were both down.
For the three-month period ending September 30, GMG revenue decreased by 28% to $105.09 million, from $145.42 million. Expenses were also down to combat the cyclical political advertising seen in Q4 2024, softening the poor comparisons on a year-over-year basis, moving to $78.31 million from $83.51 million.
Total it up, and operating income dipped by 57%, moving to $26.77 million from $61.91 million. Adjusted operating cash flow declined to $32.21 million, from $67.56 million.
GMG’s holdings are comprised of broadcast TV stations in Houston, San Antonio, Jacksonville, Orlando, Roanoke-Lynchburg, and Detroit.
— With reporting by Adam R Jacobson, in New York
