Updated at 2:30pm Eastern
In a move directly linked to a private offering of senior secured second lien notes, announced prior to the start of trading on the NYSE Tuesday, Atlanta-based Gray Media has offered a “pre-issue” of its yet-to-be-completed second quarter 2025 results.
It is not a delay, as RBR+TVBR had initially reported. And, the data indicate better guidance than the company previously indicated.
To our readers: A previous version of this story contained erroneous information regarding the status of Gray Media’s second quarter 2025 earnings release. RBR+TVBR apologizes for the error and for any confusion it may have caused to the company and its investors.
Twin announcements were distributed by Gray early Tuesday. In the first, the owner of broadcast television stations and the rapidly growing Assembly Atlanta studio complex shared it has “not completed the process to finalize” its financial results for the quarter ended June 30, 2025.
But there’s a clear reason for this: Gray said in the second announcement that it 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, and Gray explained that it expects to use the money to increase the aggregate commitments under its revolving credit facility by $50 million, resulting in aggregate commitments under the revolving credit facility of $750 million.
Importantly, Gray wishes to extend the maturity date of its 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,” Gray said, adding that the completion of the Revolver Amendment is also subject to customary closing conditions and that “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.
Gray concludes that 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.
Gray Media in June repurchased $7.7 million in aggregate principal amount of its outstanding 5.875% senior notes due 2026 and made amortization payments of $11.25 million on its Term Loan D due 2028 and $3.75 million on its Term Loan F due 2029. These payments, Gray said, “collectively satisfy all required mandatory amortization obligations on these term loans through December 31, 2025.”
A BIG ANALYST VOICES HIS APPROVAL
With tough comps due to strong Q2 2024 political ad revenue, Gray Media will still see a year-over-year dip in its total revenue in the second quarter of 2025.
That said, the decrease is forecast to be less.
And, this pre-announcement was warmly received by one of Wall Street’s most prominent investment analysts, Steven Cahall of Wells Fargo.
In Cahall’s view, the pre-announcement of Q2 2025 revenue guidance from Gray implies EBITDA growth of 4% versus the consensus estimate and growth of 6% based on his estimate. “The main driver is better core,” Cahall said, adding that “this is a modestly positive read across.”
Cahall and the Wells Fargo team also think Gray’s net retrans outlook “could be a catalyst.”
The retransmission consent guidance from Gray is now $368 million-$369 million, compared to the prior guidance of $369 million-$371 million.
Political ads are also significantly higher, with Q2 2025 guidance coming in at $8 million-$9 million versus $2 million-$3 million prior.
A SIGNIFICANT IMPAIRMENT CHARGE FOR ‘ANF’
As RBR+TVBR first shared on June 2, Gray Media-owned WANF-TV on August 15 will end its 31-year affiliation with the CBS Television Network. This means a station that shed its “CBS46” branding with Gray Media’s acquisition of the station through its merger with Meredith Local Media will become a fully independent station — doubling-down on its branding as “Atlanta News First.”
What does this mean for Gray Media, for its staff in Atlanta and for viewers in the market? Gray Media/Atlanta General Manager Erik Schrader, who oversees WANF and WPCH-TV “Peachtree TV” in the South’s largest TV market, spoke in June with RBR+TVBR to share details of the hyperlocal efforts set to transpire for WANF.
Now, Gray has revealed that it expects to record a non-cash impairment charge of approximately $29 million in Q2 — and it is wholly related to WANF-TV ceasing its CBS network affiliation and operating as an independent station starting Saturday, August 16.
“The impairment charge is expected to be reflected in Gray’s second quarter financial statements and is not expected to have a material impact on Gray’s ongoing operations or liquidity,” the company said. Still, a $29 million impairment charge could send a message to the industry that a future without network affiliations comes with a risk — and the need to invest in local content, marketing and promotion and a team of sales executives ready to take a page from perhaps the radio industry when it comes to local advertising growth.
The impairment charge was addressed by Wells Fargo’s Cahall, who said, “WANF was a negotiating point against the overall reverse terms with CBS.” Yet, as Gray is also renewing a reverse comps deal with FOX Television Stations, Cahall and his team think a net retrans outlook could come at the Q2 2025 earnings call.
As of 3:45pm Eastern, NYSE-traded “GTN” was trading at $5.24, up some 10.7% from Monday’s closing price on the positive report from Gray.
