Getty Images Announces Successful Results of Early Participation in Exchange Offer and Consent Solicitation

NEW YORK, Oct. 02, 2025 (GLOBE NEWSWIRE) -- Getty Images Holdings, Inc. (NYSE: GETY) (“Getty Images”) announced today the early results of the previously announced offer by Getty Images, Inc. (the “Issuer”), an indirect wholly owned subsidiary of Getty Images, to exchange (the “Exchange Offer”) any and all of the Issuer’s issued and outstanding unsecured 9.750% Senior Notes due 2027 (the “Old Notes”) for newly issued unsecured 14.000% Senior Notes due 2028 (the “New Notes”) of the Issuer and the related solicitation of consents (the “Consent Solicitation”) to certain proposed amendments to the terms of the indenture governing the Old Notes. The Exchange Offer and Consent Solicitation have been made pursuant to the terms of and subject to the conditions set forth in a confidential Offering Memorandum and Consent Solicitation Statement, dated September 18, 2025 (the “Offering Memorandum”).

Further, the Issuer announced today that the requisite consents (the “Requisite Consents”) to adopt the proposed amendments (the “Proposed Amendments”) described in the Offering Memorandum to the indenture governing the Old Notes (as supplemented by the first and second supplemental indentures thereto the “Old Notes Indenture”) have been received. As a result, the Issuer, Wilmington Trust, National Association, in its capacity as trustee under the Old Notes Indenture and each of the guarantors party thereto will promptly enter into a third supplemental indenture to the Old Notes Indenture containing the Proposed Amendments.

The supplemental indenture containing the Proposed Amendments will be effective upon execution by the parties thereto but will not become operative unless and until the Old Notes that are validly tendered (and not validly withdrawn) by Eligible Holders (as defined in the Offering Memorandum) have been accepted for exchange and paid for by the Issuer in accordance with the terms of the Exchange Offer and Consent Solicitation.

Eligible Holders of Old Notes may not deliver consents to the Proposed Amendments in the Consent Solicitation without tendering Old Notes in the Exchange Offer, and may not tender Old Notes in the Exchange Offer without delivering consents to the Proposed Amendments in the Consent Solicitation. The consent results are based on valid tenders of Old Notes by Eligible Holders thereof, which are deemed also to constitute the delivery of consents in the Consent Solicitation made by the Issuer to adopt the Proposed Amendments.

According to Accuratus Tax and CA Services LLC, using the commercial names “Bondholder Communications Group” or “BondCom”, the information and exchange agent for the Exchange Offer and Consent Solicitation (the “Information and Exchange Agent”), as of 5:00 p.m., New York City time, on October 1, 2025 (the “Early Tender Time” and the “Withdrawal Deadline”), the principal amount of Old Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby deemed validly given and not validly revoked) in the Exchange Offer and the Consent Solicitation:

Eligible Holders that validly tendered (and did not validly withdraw) their Old Notes in the Exchange Offer, and validly delivered (and did not validly revoke) the related consents to the Proposed Amendments in the Consent Solicitation at or prior to the Early Tender Time and the Withdrawal Deadline, as applicable, and whose Old Notes are accepted for exchange by the Issuer, will be entitled to receive the Total Consideration (as defined in the Offering Memorandum) and accrued and unpaid interest from the last interest payment date to, but not including, the settlement date of the Exchange Offer, for their Old Notes that were validly tendered (and not validly withdrawn) in the Exchange Offer and accepted for exchange by the Issuer, subject to the terms and conditions contained in the Offering Memorandum. The Total Consideration consists of $1,000 principal amount of New Notes, which includes an Early Tender Premium of $50 principal amount of New Notes, per $1,000 principal amount of Old Notes tendered (and not validly withdrawn) in the Exchange Offer and accepted for exchange by the Issuer. The Total Consideration will be paid in New Notes and the accrued and unpaid interest will be paid in cash by the Issuer on the settlement date of the Exchange Offer. We expect to settle the Exchange Offer and issue the New Notes on October 21, 2025.

Copies of the Offering Memorandum may be obtained from the Information and Exchange Agent by phone at +1 (212) 809-2663 or by e-mail at gettyimages@bondcom.com. 

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the New Notes. The Exchange Offer and Consent Solicitation is only being made pursuant to the Offering Memorandum. The Exchange Offer is not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

No Registration

The New Notes will not be registered under the Securities Act, or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only (i) to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) to non-“U.S. persons” who are outside the United States (as defined in Regulation S under the Securities Act).

Forward Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity, the entry into the third supplemental indenture and implementation of the Proposed Amendments, the settlement of the Exchange Offer and Consent Solicitation, the acceptance by the Issuer of validly tendered (and not validly withdrawn) Old Notes, the issuance of the New Notes and the payment of the Total Consideration and accrued and unpaid interest. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management of Getty Images and the Issuer and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Getty Images and the Issuer.

These forward-looking statements are subject to a number of risks and uncertainties, including: the risks and uncertainties associated with the Exchange Offer, the risk of termination of the Exchange Offer and any adverse effects on Getty Images and the Issuer of any such termination and other risks and uncertainties identified in “Item 1A. Risk Factors” of Getty Images’ most recently filed Annual Report on Form 10-K (the “2024 Form 10-K”). If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this press release are more fully described under the heading “Item 1A Risk Factors” in the 2024 Form 10-K and in our other filings with the SEC. The risks described under the heading “Item 1A Risk Factors” in the 2024 Form 10-K and other filings with the SEC are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Getty Images or the Issuer assess the impact of all such risk factors on their business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward looking statements attributable to Getty Images or the Issuer or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Getty Images and the Issuer undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, the statements of belief and similar statements reflect the beliefs and opinions of Getty Images and the Issuer on the relevant subject. These statements are based upon information available to Getty Images and the Issuer, as applicable, as of the date of this press release, and while they believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Getty Images and the Issuer have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

About Getty Images

Getty Images (NYSE: GETY) is a preeminent global visual content creator and marketplace that offers a full range of content solutions to meet the needs of any customer around the globe, no matter their size. Through its Getty Images, iStock and Unsplash brands, websites and APIs, Getty Images serves customers in almost every country in the world and is the first-place people turn to discover, purchase and share powerful visual content from the world’s best photographers and videographers. Getty Images works with almost 600,000 content creators and more than 355 content partners to deliver this powerful and comprehensive content. Each year Getty Images covers more than 160,000 news, sport and entertainment events providing depth and breadth of coverage that is unmatched. Getty Images maintains one of the largest and best privately-owned photographic archives in the world with millions of images dating back to the beginning of photography.

Through its best-in-class creative library and Custom Content solutions, Getty Images helps customers elevate their creativity and entire end-to-end creative process to find the right visual for any need. With the adoption and distribution of generative AI technologies and tools trained on permissioned content that include indemnification and perpetual, worldwide usage rights, Getty Images and iStock customers can use text to image generation to ideate and create commercially safe compelling visuals, further expanding Getty Images capabilities to deliver exactly what customers are looking for.

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Investor Contact Getty Images:

Steven Kanner
 Investorrelations@gettyimages.com

Media Contact Getty Images:

Julia Holmes
Julia.Holmes@gettyimages.com

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