Getty Images Initiates Bond Exchange and Consent Request for 9.750% Notes maturing in 2027

Getty Images Announces Exchange Offer for Senior Notes

Getty Images Holdings, Inc. has announced a significant move in its financial strategy with an offer to exchange its existing $300,000,000 9.750% Senior Notes due 2027 for newly issued 14.000% Senior Notes due 2028.

The Exchange Offer, as outlined in a press release, is open to certain Eligible Holders and is subject to terms and conditions set forth in an Offering Memorandum and Consent Solicitation Statement. The offer is particularly attractive to Eligible Holders, as those who tender their notes before October 1, 2025, will receive $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered, including an "Early Tender Premium" of $50. Those who tender their notes after October 1, 2025, but before October 17, 2025, will receive $950 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered.

The New Notes will pay interest at a rate of 14.000% from the issue date, with the first interest payment date being March 1, 2026. Beginning on June 30, 2026, the Issuer will semi-annually redeem the New Notes in an amount equal to 10% of the aggregate principal amount of the Old Notes issued on the original issue date of the Old Notes. Thereafter, the New Notes will be subject to 1.0% increases semi-annually. The New Notes will mature on March 1, 2028.

It is important to note that the New Notes will not be registered under the Securities Act or any other applicable securities laws. The New Notes can only be offered, sold, pledged, or otherwise transferred within the United States or to U.S. persons under specific exemptions. Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to holders of the Old Notes who confirm they are either a "qualified institutional buyer" or a non-U.S. person in compliance with Regulation S under the Securities Act of 1933, as amended.

The press release contains forward-looking statements, which are subject to various risks and uncertainties. These risks and uncertainties include, but are not limited to, the company's inability to continue licensing third-party content, attract new customers, and retain existing ones, and the risks associated with operating in a highly competitive market. Other risks and uncertainties mentioned in the press release include the risks associated with the company's proposed merger with Shutterstock, Inc., costs related to operating as a public company, and other risks and uncertainties identified in the company's filings with the SEC.

Furthermore, the press release discusses the risks associated with the company's operations in and expansion into international markets, the risks related to technological interruptions or cybersecurity breaches, and the risks associated with prolonged strikes by unions that provide personnel essential to the production of films or television programs. The press release also mentions the risks related to the use of new and evolving technologies, such as Artificial Intelligence and machine learning, and the increased use of AI applications that may result in harm to the company's brand, reputation, business, or intellectual property.

Getty Images has granted indemnification and worldwide, perpetual usage rights for its Generative AI technologies and tools. The Exchange Offer and Consent Solicitation are subject to certain customary conditions, including the Minimum Participation Condition and the Merger Agreement Condition. The New Notes will be senior unsecured obligations of the Issuer and will be jointly and severally guaranteed on a senior basis by the same guarantors guaranteeing the Old Notes.

This news article is for informational purposes only and does not constitute advice or a recommendation to buy, sell, or hold any security. It is strongly recommended that readers consult with a financial advisor before making any investment decisions.