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Note 13 - Subsequent Events | 6 Months Ended
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Jun. 30, 2025
Notes to Financial Statements |
Subsequent Events [Text Block] |
13. | Subsequent Events
Income Taxes. On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act, and easing the interest expense limitation rules of Section 163(j), in addition to other changes. We anticipate an impact to income taxes payable and deferred tax assets and liabilities in the period of enactment. We continue to evaluate the impact the new legislation will have on the consolidated financial statements. Acquisitions and Divestitures. Subsequent to the end of the second quarter, we entered into and announced separate agreements involving television station acquisitions and divestitures with The E.W. Scripps Company (“Scripps”), Sagamore Hill Broadcasting, Inc. (“SGH”), Block Communications, Inc. (“BCI”) and Allen Media Group, Inc. (“AMG”). In addition to advancing strategic goals for our television station operations, we anticipate that upon closing all of these transactions they will contribute to our efforts to reduce the company’s Leverage Ratio as defined in our Senior Credit Agreement. On July 7, 2025, we announced that we had entered into agreements with Scripps to swap television stations across five mid-sized and small markets. The transaction involves the acquisition by Gray of WSYM (Fox) in Lansing, Michigan (DMA 113), and KATC (ABC) in Lafayette, Louisiana (DMA 125), and the sale by Gray of KKTV (CBS) in Colorado Springs, Colorado (DMA 86), KKCO (NBC) and low power station KJCT-LP (ABC) in Grand Junction, Colorado (DMA 187), and KMVT (CBS) and low power station KSVT-LD (Fox) in Twin Falls, Idaho (DMA 189). The swap involves the even exchange of comparable assets, and, as such, neither company will pay cash consideration to the other. On July 31, 2025, we announced that we reached an agreement with SGH to acquire SGH’s WLTZ (NBC) in Columbus, Georgia (DMA 127) and KJTV (FOX) in Lubbock, Texas (DMA 140) for a total purchase price of less than $2 million. For the past several years, Gray has provided back-office services to both stations through WTVM (ABC) in Columbus and KCBD (NBC) in Lubbock, respectively. On August 1, 2025, we announced that we reached an agreement with BCI to acquire its television stations for $80 million. The transaction includes WDRB (FOX) and WBKI (CW) in Louisville, Kentucky (DMA 49), where Gray owns WAVE (NBC). The transaction also includes WAND (NBC) in the Springfield-Champaign-Decatur, Illinois, market (DMA 92), and WLIO (NBC) and associated low power television stations in Lima, Ohio (DMA 190). On August 8, 2025, we announced that we reached an agreement with AMG to acquire AMG’s television stations in ten markets for $171 million, as follows:
DMA | MARKET | STATION
75 | Huntsville, AL | WAAY (ABC)
90 | Paducah-Cape Girardeau-Harrisburg | WSIL (ABC)
109 | Evansville, IN | WEVV (CBS/FOX)
110 | Ft. Wayne, IN | WFFT (FOX)
121 | Montgomery, AL | WCOV (FOX)
124 | Lafayette, LA | KADN (FOX/NBC)
134 | Columbus-Tupelo, MS | WTVA (ABC/NBC)
137 | Rockford, IL | WREX (NBC)
159 | Terre Haute, IN | WTHI (CBS/FOX)
189 | West Lafayette, IN | WLFI (CBS)
We anticipate closing the transactions with Scripps, SGH, BCI and AMG in the fourth quarter of this year following receipt of regulatory approvals, including certain waivers, and other customary approvals. Refinancing activities. On July 18, 2025, we issued $900 million in aggregate principal amount of 9.625% Senior Secured Second Lien Notes due 2032 (the “2032 Notes”) pursuant to an indenture, dated as of July 18, 2025, between us, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “2032 Notes Indenture”). The 2032 Notes were issued at par. Interest in the 2032 Notes accrues from July 18, 2025, and is payable semiannually, on January 15 and July 15 of each year, beginning on January 15, 2026. The net proceeds from the 2032 Notes together with $50 million borrowed under our Revolving Credit Facility, were used to repurchase all $528 million of face value of our outstanding 7.0% 2027 Notes; to repay $403 million of our 2024 Term Loan under the Senior Credit Agreement; and pay transaction expenses incurred in connection with the offering. The 2032 Notes and related guarantees are our senior secured second lien obligations. The 2032 Notes:
| ● | rank pari passu in right of payment to all of our and the guarantors’ existing and future senior, unsubordinated debt (including our Senior Credit Agreement and our 2031 Notes, 2030 Notes, 2029 Notes and 2026 Notes);
| ● | are senior in right of payment to all of our and the guarantors’ future subordinated debt;
| ● | are effectively subordinated to any of our or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting Collateral to the extent of the value of such assets (including the assets sold to the Receivables SPV pursuant to the Receivables Sale Agreement);
| ● | are effectively junior to all our existing and future debt that is secured by a lien that is senior to the notes, including the Senior Credit Agreement and the 2029 Notes, to the extent of the value of the Collateral; and
| ● | are effectively senior to all existing and future debt that is either unsecured, including our 2031 Notes, 2030 Notes and 2026 Notes and the guarantees related thereto or secured by a lien that is junior to the lien securing the notes and the guarantees, in each case to the extent of the value of the Collateral.
On July 18, 2025, we entered into an amendment to the Senior Credit Agreement (the “Fifth Amendment” and as amended, including by the Fifth Amendment, the “Fifth Amended Senior Credit Agreement”), dated as of December 1, 2021. The Fifth Amendment, among other things, provided for an increase in the Revolving Credit Facility by $50 million, resulting in aggregate commitments under the Revolving Credit Facility of $750 million and an extension of the term of the commitments under the Revolving Credit Facility to December 31, 2028. On July 25, 2025, we issued $775 million in aggregate principal amount of 7.25% Senior Secured First Lien Notes due 2033 (the “2033 Notes”) pursuant to an indenture, dated as of July 25, 2025, between us, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “2033 Notes Indenture”). The 2033 Notes were issued at par. Interest in the 2033 Notes accrues from July 25, 2025, and is payable semiannually, on February 15 and August 15 of each year, beginning on February 15, 2026. The net proceeds from the 2033 Notes were used to repay the following amounts under our Senior Credit Agreement, $630 million of our 2021 Term Loan; $80 million of our 2024 Term Loan; all $50 million outstanding under our Revolving Credit Facility and pay transaction expenses incurred in connection with the offering. The 2033 Notes and related guarantees are our senior secured first lien obligations. The 2033 Notes:
| ● | rank pari passu in right of payment to all of our and the guarantors’ existing and future senior, unsubordinated debt (including our Senior Credit Agreement and our existing notes);
| ● | are senior in right of payment to all of our and the guarantors’ future subordinated debt;
| ● | are effectively subordinated to any of our or the guarantors’ existing and future debt that is secured by a lien on any assets not constituting Collateral to the extent of the value of such assets (including the assets sold to the Receivables SPV pursuant to the Receivables Sale Agreement);
| ● | rank pari passu in right of security with all of our existing and future debt that is secured by a first priority lien on the Collateral, including our Senior Credit Agreement and the 2029 Notes; and
| ● | are effectively senior to all existing and future debt that is either unsecured, including our 2031 Notes, 2030 Notes and 2026 Notes, or secured by a lien that is junior to the lien securing the notes and the guarantees, including the 2032 Notes, in each case to the extent of the value of the Collateral.
As a result of each of these refinancing subsequent events, we expect to record a loss on early extinguishment of debt in the third quarter of 2025. The amount of this loss is not presently determinable.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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