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Item 1.03Item 1.03 - Bankruptcy or Receivership
Item 1.03. Bankruptcy or Receivership.
Voluntary Petitions for Reorganization
As previously disclosed, on
October 12, 2026, Getty Images Holdings, Inc. (the “Company”) and certain of its subsidiaries entered into a restructuring
support agreement (the “RSA”) with the Company’s majority shareholders and certain
holders of all of the Company’s outstanding funded indebtedness, providing for a comprehensive recapitalization to
be implemented through a prepackaged chapter 11 plan of reorganization (the “Restructuring Transactions”), as described
in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2026.
On October 21, 2026 (the “Petition
Date”), the Company and certain of its subsidiaries Getty Images, Inc., Griffey Midco (DE), LLC, Abe Investment Holdings, Inc.,
Getty Images (US), Inc., Getty Images News Services (PRC), Inc. and Getty Images (Seattle), Inc. (collectively with the Company,
the “Company Parties”) filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 of the
United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”) to implement the Restructuring Transactions through a prepackaged chapter 11 plan of reorganization (the “Plan”)
in accordance with the RSA. On October 20, 2026, prior to commencing the Chapter 11 Cases, the Company Parties commenced the solicitation
of votes on the Plan (the “Solicitation”) with a related disclosure statement (the “Disclosure Statement”) and
anticipate completing the Solicitation during the Chapter 11 Cases. The Company Parties have requested that the Bankruptcy Court administer
the Chapter 11 Cases jointly for administrative purposes only under the caption In re Getty Images Holdings, Inc., et al.
The Company Parties have filed
customary “first day” motions to ensure their ability to continue operating in the ordinary course of business, including
authority to pay employee wages and benefits and vendors, suppliers and content contributors in the ordinary course of business. The Plan
contemplates that general unsecured claims will be unimpaired.
The Company Parties have also
filed a motion seeking approval of the debtor-in-possession financing contemplated by the RSA (the “Financing”).
A copy of the Plan is attached as an exhibit to
the Disclosure Statement, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The RSA contains a “fiduciary-out”
provision permitting the Company to terminate the RSA if the Board of Directors of the Company determines, after consulting with external
counsel, that proceeding with the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable
law or, in the exercise of those duties, to pursue an Alternative Restructuring Proposal (as defined in the RSA). In addition, the RSA
permits the Company Parties to consider, respond to and negotiate Alternative Restructuring Proposals, subject to certain notice and information-sharing
obligations.
Additional information about the Chapter 11 Cases is available at https://restructuring.ra.kroll.com/GettyImages.
The information on, or accessible through, such website is not part of, and is not incorporated by reference into, this Current Report
on Form 8-K. For copies of motions and orders filed with the Bankruptcy Court and other documents related to the court-supervised process,
please visit https://ecf.deb.uscourts.gov.
Item 2.04Item 2.04 - Triggering Events
Item 2.04. Triggering Events that Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The commencement of the Chapter
11 Cases constituted an event of default that accelerated the Company Parties’ obligations under the following debt instruments
(collectively, the “Debt Instruments”):
approximately $40.1 million aggregate principal
amount of U.S. dollar-denominated term loans and approximately €407 million aggregate principal amount of euro-denominated term loans
(in each case, plus accrued and unpaid interest thereon and other amounts due in respect thereof), outstanding under the Credit Agreement,
dated as of February 19, 2019 (as amended, restated, amended and restated and otherwise modified from time to time, the “Credit
Agreement”), among Abe Investment Holdings, Inc. and Getty Images, Inc., as borrowers, Griffey Midco (DE), LLC, as holdings, the
lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other parties thereto;
approximately $150.0 million
aggregate principal amount of revolving loans outstanding under the Credit Agreement (plus accrued and unpaid interest thereon and other
amounts due in respect thereof and of the commitments thereunder);
approximately $539.9 million aggregate principal
amount (plus accrued and unpaid interest thereon and other amounts due in respect thereof) of 11.250% Senior Secured Notes due 2030 issued
by Getty Images, Inc. under the indenture, dated as of May 5, 2025, among Getty Images, Inc., the guarantors party thereto and U.S. Bank
Trust Company, National Association, as trustee and notes collateral agent;
approximately $264.7 million aggregate principal
amount (plus accrued and unpaid interest thereon and other amounts due in respect thereof) of 14.000% Senior Notes due 2028 issued by
Getty Images, Inc. under the indenture, dated as of October 21, 2025, among Getty Images, Inc., the guarantors party thereto and Wilmington
Trust, National Association, as trustee; and
approximately $5.3 million aggregate principal
amount (plus accrued and unpaid interest thereon and other amounts due in respect thereof) of 9.750% Senior Notes due 2027 issued by Getty
Images, Inc. under the indenture, dated as of February 19, 2019, between Getty Images, Inc. and Wilmington Trust, National Association,
as trustee (as supplemented).
The Debt Instruments provide
that, as a result of the commencement of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and
payable without notice from the lenders or noteholders thereunder. Any efforts to enforce such payment obligations under the Debt Instruments
are automatically stayed as a result of the commencement of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect
of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
Press Release
On October 21, 2026, the Company
issued a press release announcing the commencement of the Chapter 11 Cases. A copy of the press release is furnished as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated herein by reference.
Disclosure Statement
On
October 20, 2026, the Disclosure Statement in connection with the Solicitation was distributed to certain creditors of the Company. The
Disclosure Statement (including the Plan) is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference. This Current Report on Form 8-K is not a solicitation of votes on the Plan or an offer of any securities. Any solicitation
of votes or offer to sell or solicitation of an offer to buy any securities of the Company will be made only pursuant to and in accordance
with the Disclosure Statement.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding the Company’s
Securities
The
Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and
poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the recovery by the holders
of the Company’s securities if the Plan is confirmed. Under the Plan, all shares of the Company’s Class A common stock (the
“Common Stock”) and all other existing equity interests in the Company will be cancelled, discharged, and extinguished on
the effective date of the Plan, and holders of the Common Stock and other existing equity interests (including the Company’s majority
shareholders) will not receive or retain any distribution, recovery or property on account of their Common Stock or other existing equity
interests if the Plan is confirmed.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included
in this Current Report on Form 8-K 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 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. Forward-looking
statements in this Current Report on Form 8-K include, among others, statements regarding the RSA, the Restructuring Transactions, the
Chapter 11 Cases, the Plan, the Solicitation, the Financing and the expected treatment of claims and interests. These statements are based
on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the Company’s
management and are not predictions of actual performance. Actual events and circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are beyond the Company’s control.
These forward-looking statements
are subject to a number of risks and uncertainties, including: the Company’s ability to consummate the Restructuring Transactions
on the terms set forth in the RSA or at all; the ability of the Company Parties to satisfy the milestones and other conditions under the
RSA, the equity commitment letter contemplated by the RSA and the Financing, and the risk that any of them is terminated; the Company’s
ability to obtain the requisite acceptances of the Plan and to obtain bankruptcy court approval of the Financing, the Plan and other motions
and requests filed in the Chapter 11 Cases; risks attendant to the chapter 11 process, including the effects of the Chapter 11 Cases on
the Company’s liquidity, results of operations and business, and on its relationships with customers, content contributors, suppliers,
employees and other third parties; objections to the Restructuring Transactions, the Financing or other pleadings that could protract
the Chapter 11 Cases; the length of time the Company will operate under chapter 11 protection; increased legal and other professional
costs; the receipt of required regulatory approvals; the treatment of existing equity interests under the Plan, which would result in
holders of the Common Stock not receiving or retaining any property on account of such interests; the outcome of the warrant litigation
and related matters; the delisting of the Common Stock from the New York Stock Exchange and the limited trading market for the Common
Stock on the OTC Pink Limited Market; the risk that the Company may lose the right to use “Getty Images” trademarks; the risks
associated with the Company’s expression of substantial doubt about its ability to continue as a going concern; the Company’s
ability to continue to license third-party content and offer relevant quality and diversity of content to satisfy customer needs; the
Company’s ability to attract and retain customers and key personnel; the risk that the Company operates in a highly competitive
market; the legal, social and ethical issues relating to the use of new and evolving technologies, such as artificial intelligence; the
risks of technological interruptions or cybersecurity vulnerabilities; changes in applicable laws or regulations; and other risks and
uncertainties identified in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December
31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026, as amended by Amendment No. 1 on
Form 10-K/A filed with the SEC on April 27, 2026 (the “2025 Form 10-K”), and in the Company’s other filings with the
SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements.
The risks described under
the heading “Item 1A. Risk Factors” in the 2025 Form 10-K and in the Company’s 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 the Company assess the impact
of all such risk factors on its 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 the Company or persons
acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes 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.