Section 26

§26 — Operating Model: Forward View & Connective Tissue

Figure 4 · State of the Campus

150

Acres total site

Former GM Doraville Assembly plant

$613M+

Gray CapEx 2021–2024

Site acquisition + Phase I delivery

$105M

FY2024 studio revenue

~70% occupancy

15yr

NBCU anchor lease

Signed June 2022

This section sits between the operational chapters and the registers. It exists for one reason: to make the operation legible at a glance. Everything before this point describes the state of things. This section describes how things move — through time, through decisions, through dollars, and through the people we depend on.

It is short on purpose. The detail lives in the sections it points to.

26.1 Why this section exists

The Master Operating Document, taken on its own, answers the question "what is this?"

It does not answer three other questions a CEO has to ask every quarter:

1. What's coming? — the time dimension

2. How does a decision actually move through this? — the decision dimension

3. Where are we exposed to people we don't control? — the dependency dimension

§26 is those three answers, on four pages, with cross-references back to the deeper sections.

It is not a forecast. It is not a strategic plan. It is operational peripheral vision — what we know is coming, what we think is coming, what could surprise us, and the wiring underneath.

The discipline: this section gets re-read in full at the start of every quarterly review, and the calendar gets refreshed.

26.2 The Forward Calendar (24-month horizon)

Three columns: Known, Likely, Unknown. We do not pretend to predict. We only commit to seeing.

The calendar runs through the end of CY2028. It is updated quarterly. Anything that lands or resolves moves from a future column into §22 (Open Items Register) or §18.5 (trigger-based alerts).

Reading the calendar

  • Known — there is a date or a window already on a calendar somewhere (lease, statute, board cycle, public event)
  • Likely — we can see it coming with high confidence; no firm date yet
  • Unknown — wildcards we keep peripheral vision on; not predictions, just things we refuse to be surprised by

CY2026 — Q2 (May–Jun)

Known

  • FIFA World Cup 2026 opens (Atlanta is a host city); operational impact across studios, hotel pre-launch posture, county logistics
  • Gray Media Q1 earnings cycle and 10-Q
  • NBCU lease anniversary check-points (rent escalator review, occupancy reporting)
  • Phase 2 entitlement / construction milestone reviews with the County
  • §22 Open Items quarterly refresh

Likely

  • Entertainment Co. legal formation finalized (charter §17 placeholder filled)
  • Second anchor tenant commercial discussion warming
  • Hotel pre-opening operating-team build-out
  • Initial CFO / GC seat decisions for Third Rail Backbone (per §8.3 trigger sequence)

Unknown

  • Macro: Fed rate path; ad-market pacing through World Cup window
  • Strategic: NBCU corporate movement (parent-level decisions affecting anchor posture)
  • Personal: Hilton's available capacity through World Cup window
  • Black-swan: weather event affecting Phase 2 construction or hotel commissioning

CY2026 — Q3 (Jul–Sep)

Known

  • World Cup window closes; post-event operational debrief
  • Gray Q2 earnings
  • Annual Georgia film tax credit certifications
  • Hotel soft-open window (per current schedule)

Likely

  • Refinance window opens for construction debt tranches (per §12 capital structure)
  • Entertainment Co. first-charter operating cadence stood up
  • Reporting cadence (§18) audited and tightened post-WC stress test

Unknown

  • Competitive: Trilith / Cinelease / Atlanta Metro Studios capacity moves
  • Regulatory: any state-level film-credit revisions for FY27
  • Anchor: NBCU production volume guidance for FY27

CY2026 — Q4 (Oct–Dec)

Known

  • Phase I 3-year anniversary (Oct 21) — operational maturity checkpoint
  • NBCU Year-4 rent step (per lease schedule)
  • Gray Q3 earnings + FY27 budget cycle (Gray-side)
  • Annual board cycle: Gray FY27 plan
  • Hotel grand opening window (per current schedule)

Likely

  • Hotel Year-1 ramp curve becomes legible
  • Second anchor LOI or term-sheet activity
  • Entertainment Co. first revenue or programmed activity

Unknown

  • Macro: presidential transition implications for federal posture (FCC, tax)
  • Strategic: M&A activity at Gray parent level
  • Capital markets: investor-grade rating posture for any future TRB-level paper

CY2027 — H1

Known

  • Gray Annual Report (FY26 actuals)
  • NBCU Year-5 rent step
  • Phase 2 mid-construction milestone reviews
  • Annual filings: GA SOS, IRS, county property tax

Likely

  • Hotel Year-1 financial close — first full-year actuals
  • Second anchor commercial close (term sheet → LOI → executed lease)
  • Third Rail Backbone seat additions: full CFO and GC stood up
  • Entertainment Co. second-year operating plan

Unknown

  • Macro: 2027 ad-cycle health (mid-cycle year, no World Cup tailwind)
  • Strategic: Hilton transition planning conversations (preparedness, not prediction)
  • Regulatory: GA film tax credit posture under any new gubernatorial agenda

CY2027 — H2

Known

  • Gray FY28 budget cycle
  • NBCU Year-5 lease check-in (mid-term)
  • Phase 2 substantial completion windows (per current construction schedule)

Likely

  • Phase 2 first-tenant build-out
  • IMAX programming commitments for FY28
  • Hotel ramp inflection — refinance or hold decision on hotel debt
  • Seat ledger fully manned for Third Rail Backbone (per §8.5)

Unknown

  • Capital: refinancing environment for Phase-2-related debt
  • Strategic: succession or step-back planning at Gray Media
  • Anchor: NBCU lease extension early conversations (lease ends 2037; conversation could open at Year-5)

CY2028 — full year

Known

  • NBCU Year-6 rent step
  • Phase 2 commissioning and revenue commencement
  • Gray Annual cycle

Likely

  • Phase 2 anchor activation; second anchor revenue contributing
  • Third Rail Backbone operating at full institutional cadence
  • Hotel Year-2 stabilized; refinance complete or decision made
  • Entertainment Co. operating as a real fourth division

Unknown

  • Strategic: Assembly Atlanta brand-level options (sale, partnership, expansion)
  • Macro: 2028 election year ad-market dynamics
  • Personal: CEO continuity and succession posture

26.3 Decision Flow — how decisions move through this stack

The point of a decision flow is not to slow things down. It is to stop the "I thought you decided" problem before it starts. Authority lives where the document says it lives. If the document is wrong, we change the document — we do not work around it.

The four decision tiers

Authority and notification by dollar size and scope. These thresholds are working defaults; the CEO confirms or revises in the §21 Next Steps decisions.

Tier Scope Decides Notifies Documented in
Tier 1 — Run the play <$50K, single-entity, no precedent set Seat-holder (per §7 RACI) SVP weekly Seat log
Tier 2 — Material $50K–$500K, single-entity, may set pattern SVP + functional lead (CFO, GC, COO) CEO monthly memo (§18.3) Monthly memo
Tier 3 — Strategic $500K–$2M, cross-entity, or new commitment CEO + CFO; SVP recommends Gray Board if $>1M cumulative §22 register + memo
Tier 4 — Board / Parent >$2M, new entity, debt, sale, brand-level Gray Board; CEO recommends; SVP packages Public disclosure path (Gray IR) Board minutes, 10-Q/K

Decision lanes (verbal swim diagram)

A decision moves through five roles, regardless of tier:

1. Surface — a seat-holder identifies the decision needs to be made; logs it in the open items register (§22)

2. Frame — the SVP packages the decision: scope, options, risk, recommendation, dollar, timing

3. Review — the functional leads weigh in (CFO on capital, GC on legal/compliance, COO on operations)

4. Decide — the appropriate authority per the tier table above

5. Execute & log — the seat-holder executes; the decision and rationale go in the monthly memo (§18.3)

The audit rule (per Audit Rules A–P): no decision skips a step. Every decision can be reconstructed from the document trail. If a decision has to move faster than the flow allows, the SVP escalates to the next tier — never bypasses.

Cross-references

  • §7 — RACI by seat
  • §18.3 — Monthly memo (where decisions live)
  • §22 — Open items register (where pending decisions live)
  • §23 — Governance-by-design appendix (the structural rules)

26.4 Capital Flow — how money moves through the stack

This is the diagram a CFO needs in 60 seconds. It is the legal structure (§3, §12, §24) expressed as cash, not as charters.

The flow, in plain language

Inbound capital sources (per §12.3):

1. Gray Media equity / parent funding

2. Project-level construction debt (Phase 1 closed; Phase 2 active)

3. Tenant deposits and prepaid rent (NBCU, Phase 2 prospects)

4. Operating cash from rent, hotel, IMAX, Pringle, Jewel Box, Chihuly, Entertainment Co.

Where capital lands first: Third Rail Backbone (the operating entity) — the spine.

Where capital flows to: down through Assembly Atlanta into the operating entities by class:

```

GRAY MEDIA (NYSE: GTN)

│

│ parent equity, intercompany funding

▼

THIRD RAIL BACKBONE

(the operating entity)

│

│ treasury, allocation, intercompany services

▼

ASSEMBLY ATLANTA

(the brand portfolio)

│

┌─────────┬─────────┬────┴────┬─────────┬─────────┬

▼ ▼ ▼ ▼ ▼ ▼

STUDIOS HOTEL IMAX PRINGLE JEWEL BOX CHIHULY

(NBCU lease) (event) (amphi) (intimate) (events)

+ ENT. CO. — placement open (peer to Assembly Atlanta or under it)

+ STAGE 5 — immersive program, partnership-target

```

Key flows annotated:

  • Studio rent (NBCU) → Studios → up to TRB → debt service first, then equity return
  • Hotel revenue → Hotel ops → up to TRB after hotel debt service and reserves
  • IMAX / Pringle / Jewel Box / Chihuly → contribute through Assembly Atlanta brand layer; net contribution rolled up monthly. Each operates under the Service Requirement (§5.4) so revenue, F&B, AV, and event services recirculate to the platform.
  • Shared services (per §9) → cost-allocated down from TRB to operating entities (no double-counting)
  • Entertainment Co. → placement still open (§26.7). Working assumption: when chartered, takes first capital from TRB; revenue path defined per §17

The discipline:

  • No operating entity holds operating cash beyond its working-capital needs — sweeps to TRB monthly
  • Intercompany transfers documented per §9.3 cost-allocation logic; never undocumented
  • Debt sits at the entity that owns the asset; TRB does not commingle entity-level debt
  • Gray Media sees consolidated TRB; not individual entity P&Ls (per §18.7 reporting matrix)

Cross-references

  • §12 — Capital structure & realistic financials
  • §9 — Shared services backbone
  • §18 — Reporting needs
  • §24 — Family / entities / deeper knowledge appendix

26.5 External Dependency Map — who else has to do their job

Every operation depends on people it does not control. The discipline is to name them, name what they owe us, name what we owe them, and not pretend the dependency does not exist.

The eight relationships that matter

```

NBCU (anchor tenant)

│

│

GRAY MEDIA ──── THIRD RAIL BACKBONE ──── HILTON CORPORATE

(parent / capital) (us) (hotel brand)

│

┌──────────────────┼──────────────────┐

│ │ │

▼ ▼ ▼

DEKALB COUNTY STATE OF GEORGIA LENDERS / DEBT

(CID, TAD, (film tax credit, (construction +

entitlements) MARTA, public) operating)

│

▼

FIFA / EVENTS

(event-driven exposure)

```

What they owe us / what we owe them

Counterparty What they owe us What we owe them Risk if it slips
NBCU Rent on schedule, lease compliance, occupancy, FY guidance for production volume Operational excellence, schedule reliability, security, infrastructure uptime Anchor revenue concentration — primary risk
Gray Media Parent equity, public-company discipline, board governance, capital availability Performance against plan, transparent reporting, brand stewardship, audit-grade compliance Capital availability + brand alignment
Hilton corporate Brand standards delivery, reservation system, loyalty program flow, marketing Property-level operating excellence, brand compliance, fee payment Hotel ramp + brand reputation
DeKalb County Permits, CID services, TAD payments per agreement, MARTA partnership Tax payments, jobs, community engagement, compliance Phase 2 timeline + civic license
State of Georgia Film tax credit certification, MARTA-level transit planning, GA film office support Compliance with credit rules, jobs reporting, civic posture Tax credit revenue exposure
Lenders Debt availability, draw schedule, refinance access Debt service, covenant compliance, transparency Capital cost + future borrowing capacity
FIFA / event partners Event execution, brand association Venue readiness, security, media support Reputational + one-time revenue
JLL / leasing partners Tenant pipeline, market intel, leasing execution Marketing budget, decision speed, broker fees Phase 2 lease-up pace

The discipline (from §10.2 and §11.3)

  • We do not name internal Gray or NBCU personnel in this document; we operate by relationship, not by personality
  • We do not pretend a dependency does not exist; we name it, document the agreement, and meet our obligations on time
  • We do not let a single counterparty drive operating decisions outside the scope of their agreement
  • We assume every counterparty will eventually have a transition; we are not surprised when one does

Cross-references

  • §10 — NBCU
  • §11 — Government relations / CID / TAD / SSD / ecosystem
  • §12 — Capital structure & lenders
  • §20 — Third-party leasing services
  • §23 — Governance-by-design

26.6 How this section gets used

  • Quarterly: the Forward Calendar is refreshed at the quarterly review; items that resolve move to §22
  • At each Tier 3 / Tier 4 decision: the Decision Flow is the audit trail
  • At each capital event: the Capital Flow diagram is updated if structure changes
  • At each new counterparty or material change: the Dependency Map is updated

The version history of this section lives in §22.4 (Custody) — every refresh logged.

26.7 Open items for §26 — redline status

  • Decision-tier thresholds — LOCKED at $50K / $500K / $2M (Tier 1 / 2 / 3 / 4) per CEO redline May 2026.
  • Trigger alerts — LOCKED at aggressive cadence: every item in the Known column of the Forward Calendar generates a §18.5 trigger alert. Likely-column items get standing watch through the monthly memo (§18.3). Unknown column stays peripheral.
  • Entertainment Co. placement — STILL OPEN. Working note: Chihuly is the special-events venue (peer to Pringle / Jewel Box / IMAX under Assembly Atlanta), not the entertainment company. Whether a separate Entertainment Co. exists as a peer to Assembly Atlanta under TRB is parked for a separate session.
  • Dependency Map cadence — STILL OPEN. Proposed: updated at every monthly memo. CEO to confirm.
  • Capital Flow diagram — to be updated when Entertainment Co. placement resolves; Chihuly is reflected as a venue under Assembly Atlanta in the venue row alongside Pringle, Jewel Box, IMAX, and the hotel.