Getty Images to Become Publicly Traded Company Through Combination with CC Neuberger Principal Holdings II

Getty Images valued at an enterprise value of $4.8 billion

Meaningfully reduces leverage and increases cash flow available to further accelerate growth; structure provides certainty of capital at close

Getty Images will be listed on the New York Stock Exchange under the ticker symbol “GETY”

Getty Images, a preeminent global visual content creator and marketplace, today announced it has entered into a business combination agreement with CC Neuberger Principal Holdings II (NYSE: PRPB) (“CC Neuberger”), a publicly traded special purpose acquisition company formed through a partnership between CC Capital and Neuberger Berman. Upon closing of the transaction, a newly formed parent company of Getty Images will become a publicly traded company, and its common stock is expected to be listed on the New York Stock Exchange under the symbol “GETY.” Craig Peters, who joined the Company in 2007 and has served as CEO since 2019, will continue to lead the business post-transaction.

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Getty Images offers a full range of content solutions to meet the needs of customers around the world. With a broad portfolio that includes the Getty Images, iStock and Unsplash brands, the Company reaches and empowers a broad base of global customers ranging from international enterprises to amateur creators. Getty Images’ premium library is underpinned by data driven insights and exclusive content, including an extensive archive and partnerships with leading media, entertainment, and sports organizations. Additionally, its proprietary search and computer vision technologies drive a superior content platform that allows customers to create with confidence.

Craig Peters, CEO, Getty Images said, “Businesses need to be in more places than ever before, and those places are more visual than ever before with increased emphasis on video. Today, people and businesses turn to Getty Images to convey their story. We are there for them whether they are a content creator trying to stand out on social media, a small business trying to reach new customers, or a Fortune 500 company. No matter who you are, or what your needs are, Getty Images offers a solution to help cut through the noise, grab attention, and create long-lasting connections.”

“We are excited to partner with CC Neuberger Principal Holdings II. Alongside the Getty Family and Koch Equity Development LLC, we have committed, long-term shareholders that are excited to pursue the many opportunities in front of us,” added Peters.

“Getty Images is an iconic brand that is well positioned to succeed in today’s dynamic digital economy,” said Chinh Chu and Douglas Newton, Co-Founders and Senior Managing Directors of CC Capital. “We are impressed by the acceleration of the business, and this partnership is another chapter in our history of establishing long-term partnerships with outstanding companies that have significant sources of competitive differentiation, opportunity for long term compounding, and multiple value creation opportunities.”

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“With a unique library and an exclusive network of content creators, deep customer loyalty and substantial recurring subscription revenues, Getty Images is well positioned for revenue growth acceleration through multiple exciting pathways, unlocking significant intrinsic value for all stakeholders,” said Charles Kantor, Managing Director and Senior Portfolio Manager of Neuberger Berman. “We look forward to working in partnership with its exceptional management team, the Getty family, and Koch Equity Development to generate long term value for Getty Images and its shareholders as a publicly traded company.”

“We invested in Getty Images more than three years ago because we were convinced the company was at an inflection point in its transition to a recurring, subscription-based service with a sustainable long-term growth profile,” said Brett Watson, President of Koch Equity Development. “Behind the leadership of Mark Getty and Craig Peters, the latest phase of this transformation is complete, and we look forward to continuing to support the company as it pursues new growth vectors with a public company balance sheet.”

“Today’s transaction is another milestone in the transformation of Getty Images. As a public company Getty Images will be able to aggressively invest in more product and service solutions to address the needs of all of our customers, from large corporates and agencies to small businesses and individuals. This will cement and enhance our position as the first-place people turn to discover, purchase, and share powerful visual content from the world’s best photographers and videographers,” said Getty Images Co-Founder and Chairman, Mark Getty.

The Board of Directors of the combined company will include a group of deeply experienced operators, public company executives and investors appointed by the Getty Family, Koch Equity Development, and the CC Neuberger sponsor. Mark Getty, the Co-Founder of Getty Images, will continue as Chairman. A majority of the directors will be independent, consistent with the applicable listing rules of the New York Stock Exchange.

Transaction Overview
The transaction has been unanimously approved by the Board of Directors of CC Neuberger and the Board of Directors of Getty Images, and is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of CC Neuberger.

The business combination values Getty Images at an enterprise value of $4.8 billion, representing a multiple of approximately 15.2x of enterprise value to 2022E Adj. EBITDA of $315 million. The total equity investment of approximately $1.2 billion raised in this transaction (including CC Neuberger’s cash in trust and the forward purchase and PIPE investments described below) will be used to pay down existing debt and conservatively capitalize the Company’s balance sheet for the future. In the event the cash in CC Neuberger’s trust account is reduced by redemptions, an affiliate of CC Neuberger’s sponsor will backstop redemptions for up to $300 million (subject to availability of capital in accordance with the terms of the backstop). With the $300 million backstop, as well as a $200 million forward purchase agreement provided by an affiliate of the CC Neuberger sponsor and $150 million in PIPE financing, this transaction has been structured to provide for a high degree of capital certainty. Additionally, existing common equity shareholders will roll 100 percent of their equity in the transaction and together with existing preferred shareholders are expected to own approximately 64 percent of the combined company at closing. In connection with the closing of the transaction, which is expected in the first half of 2022, CC Neuberger will merge into a subsidiary of Getty Images Holdings, Inc, a newly formed Delaware corporation that will continue as the publicly traded company and parent of Getty Images.

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