| | Item 4(a) of the Initial Schedule 13D is amended and supplemented as follows:
As disclosed in the Current Report on Form 8-K filed by the Issuer with the SEC on October 13, 2026, on October 12, 2026, the Issuer and certain of its subsidiaries entered into a restructuring support agreement with the Issuer's majority shareholders, holders of all of the Issuer's revolving loans, more than two-thirds of its term loans and senior secured notes, and more than two-thirds of its senior unsecured notes, providing for a comprehensive recapitalization to be implemented through a prepackaged chapter 11 plan of reorganization. As described in more detail below, the recapitalization contemplates, among other things: (i) an equity commitment of approximately $533 million by the majority shareholders, inclusive of debtor-in-possession term loans to be provided by KED Icon and/or certain of its affiliates (the "KED Parties") and approximately $100 million of prepetition debt held by the majority shareholders that will convert into equity upon emergence; (ii) the conversion of the first lien term loans and senior secured notes held by holders other than the majority shareholders into new first lien debt with extended maturities and a reduced interest rate, and the conversion of the revolving loans into an amended and restated $150 million revolving credit facility, that will be repaid and undrawn at emergence; (iii) the retirement of all of the senior unsecured notes in exchange for an aggregate cash payment of approximately $170.2 million; and (iv) the cancellation of all existing equity interests in the Issuer, with the majority shareholders owning 100% of the reorganized company upon emergence, subject to dilution by a management incentive plan and the issuance to the KED Parties of the New Preferred Interests (if applicable).
Restructuring Support Agreement
On October 12, 2026, the Issuer and certain of its subsidiaries (collectively with the Issuer, the "Company Parties") entered into a restructuring support agreement (together with all exhibits, annexes and schedules thereto, including the restructuring term sheet attached as Exhibit A thereto (the "Restructuring Term Sheet"), the "RSA") with: (i) certain holders of, or investment advisors, sub-advisors or managers of funds or accounts that hold claims (the "Secured Funded Debt Claims") in respect of the Issuer's U.S. dollar-denominated term loans (the "USD Term Loans") and euro-denominated term loans (the "EUR Term Loans" and, together with the USD Term Loans, the "Term Loans") under the Credit Agreement, dated as of February 19, 2019 (as amended and restated from time to time, the "Credit Agreement"), among certain of the Company Parties, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other parties thereto, and the 11.250% Senior Secured Notes due 2030 issued by Getty Images, Inc. (the "Secured Notes") (such holders, the "Consenting Secured Lenders"); (ii) certain holders of claims in respect of revolving loans under the Credit Agreement (the "Revolving Loans") (such holders, the "Consenting RCF Lenders"); (iii) certain holders of claims (the "Unsecured Notes Claims") in respect of the 14.000% Senior Notes due 2028 and the 9.750% Senior Notes due 2027, each issued by Getty Images, Inc. (together, the "Unsecured Notes") (such holders, the "Consenting Unsecured Noteholders" and, together with the Consenting Secured Lenders and the Consenting RCF Lenders, the "Consenting Creditors"); and (iv) certain holders of equity interests in the Issuer, including the Public Shares (such holders, the "Consenting Shareholders" and, together with the Consenting Creditors, the "Consenting Stakeholders").
Under the RSA, the Consenting Stakeholders, which include the KED Parties (in several capacities) and certain Getty Family Stockholders, have agreed, among other things and subject to the terms and conditions of the RSA, to support the comprehensive recapitalization of the Company Parties (the "Restructuring Transactions"), including by timely voting their claims and interests entitled to vote to accept the prepackaged chapter 11 plan of reorganization (the "Plan"), and not to object to, delay or interfere with the Restructuring Transactions or support any alternative restructuring proposal. In addition, pursuant to the RSA, the KED Parties and the Getty Family Stockholders party to the RSA are restricted from transferring the securities reported in this Schedule 13D, except in accordance with the RSA.
Milestones
The RSA requires the Company Parties to implement the Restructuring Transactions in accordance with certain milestones (the "Milestones").
Financing and New Equity Investment
The RSA contemplates a debtor-in-possession multi-draw term loan financing facility to be provided by the KED Parties (the "Financing") in an aggregate principal amount of up to $143,000,000, consisting of (i) $113,000,000 of term loans, of which $85,000,000 would be available upon interim court approval and $28,000,000 would be available upon final court approval, and (ii) $30,000,000 of delayed-draw term loans (the "Delayed-Draw Term Loans") available upon interim court approval. On the effective date of the Plan (the "Restructuring Effective Date"), the Consenting Shareholders will make a cash equity investment (the "New Equity Investment") in the parent of the reorganized Company Parties on and after the Restructuring Effective Date, which may be a newly formed entity or the reorganized Issuer ("New Getty Images"), in an aggregate amount of $433,212,922.50, less the principal amount of the term loans under the Financing (other than any Delayed-Draw Term Loans) outstanding as of the Restructuring Effective Date, in exchange for new equity interests in New Getty Images (the "New Interests"), and will effectuate an equitization commitment, in each case subject to the terms and conditions of the Equity Commitment Letter (the "ECL") between the Consenting Shareholders (or their affiliates), including the KED Parties, and certain of the Getty Family Stockholders, and the Company Parties. The cash commitments of the KED Parties under the ECL are capped, subject to certain adjustments, at $158,212,922.50. Pursuant to the ECL, the KED Parties will also contribute, exchange, surrender, equitize and discharge the claims under the Financing and the EUR Term Loans held by the KED Parties into a portion of the New Interests and New Preferred Interests (as applicable). The obligations of the KED Parties to fund their commitments under the ECL are subject to the satisfaction or waiver of certain conditions set forth therein. Any Delayed-Draw Term Loans outstanding on the Restructuring Effective Date will be converted into new preferred interests in New Getty Images (the "New Preferred Interests") and will not reduce the New Equity Investment. The reorganized Company Parties will, subject to approval by the new board of New Getty Images, redeem the New Preferred Interests for an amount equal to the principal amount of such Delayed-Draw Term Loans (without giving effect to any interest or fees paid in kind).
Summary of the Restructuring Transactions and Economic Recovery for Certain Holders
The Restructuring Term Sheet contemplates that, on the Restructuring Effective Date, among other things:
- holders of general unsecured claims will be unimpaired and will receive payment in full in cash, reinstatement or such other treatment rendering such claims unimpaired;
- the Financing will be converted into New Interests and, to the extent of any Delayed-Draw Term Loans outstanding under the Financing, into New Preferred Interests;
- the allowed claims in respect of the Revolving Loans will be converted, on a dollar-for-dollar, cashless basis, into obligations under an amended and restated senior secured revolving credit facility with aggregate commitments of $150,000,000 (the "New RCF");
- the allowed Secured Funded Debt Claims not held by the Consenting Shareholders will be converted, on a dollar-for-dollar, cashless basis, into new senior secured notes (the "New Notes"), new euro-denominated senior secured term loans (the "New EUR Term Loans") and, to the extent holders of USD Term Loans do not consent to receive New Notes, new U.S. dollar-denominated senior secured term loans (together with the New EUR Term Loans, the "New Term Loans");
- the Secured Funded Debt Claims held by the Consenting Shareholders will be converted into New Interests;
- holders of allowed Unsecured Notes Claims will receive their pro rata share of cash in an aggregate amount equal to $170,212,922.50 (the "Unsecured Notes Recovery");
- holders of claims subject to subordination under section 510(b) of the U.S. Bankruptcy Code, including claims related to the Issuer's public warrants and the related litigation, will not receive any distribution on account of such claims;
- all existing equity interests in the Issuer, including the Public Shares and the Issuer's public warrants, will be cancelled, and holders thereof will not receive any distribution on account of such interests;
- the Consenting Shareholders will consummate the New Equity Investment pursuant to the ECL and will receive 100% of the New Interests issued under the Plan (subject only to dilution by a management incentive plan and the issuance to the KED Parties of the New Preferred Interests (if applicable)); and
- the applicable reorganized Company Parties will incur the New Notes, the New Term Loans and the New RCF (collectively, the "Exit Facilities") on the terms set forth in an exit term sheet annexed to the RSA.
Certain other holders and creditors will receive treatment as detailed in the RSA and Restructuring Term Sheet.
Termination
The RSA may be terminated by the Company Parties or by the requisite Consenting Stakeholders (or, in certain cases, by individual Consenting Stakeholders as to themselves) upon the occurrence of certain events customary for agreements of this type. The RSA will terminate automatically upon the Restructuring Effective Date.
The foregoing descriptions of the RSA, the Financing and the ECL do not purport to be complete and are qualified in their entirety by reference to the full text of the RSA (including the Restructuring Term Sheet, the Financing term sheet and the ECL and other exhibits thereto), a copy of which is filed as Exhibit 99.1 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on October 13, 2026) and is incorporated herein by reference.
To the extent applicable, the extension of financing for additional equity investments under the ECL and borrowings under the Financing were or will be funded with the working capital of the KED Parties. |
