Exhibit 99.1
Getty Images Announces Redemption of Outstanding Warrants
September 19, 2022 — NEW YORK — Getty Images Holdings, Inc. (NYSE: GETY) (“Getty Images” or the “Company”), a preeminent global visual content creator and marketplace, today announced that the Company will redeem all of the outstanding warrants (the “Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), pursuant to the terms of the Warrant Agreement (as defined below), for a redemption price of $0.01 per Warrant (the “Redemption Price”), that remain outstanding at 5:00 p.m. New York City time on October 19, 2022 (the “Redemption Date”).
The Warrants were issued under the Warrant Agreement, dated as of August 4, 2020, between CC Neuberger Principal Holdings II (“CCNB”) and Continental Stock Transfer & Trust Company (“CST”) as warrant agent, as amended by the Warrant Assumption Agreement, dated as of July 22, 2022, by and among CCNB, the Company, CST (as predecessor warrant agent) and American Stock Transfer & Trust Company, LLC (as successor warrant agent) (collectively, the “Warrant Agreement”). Pursuant to the terms of the Warrant Agreement, Getty Images is entitled to redeem all of the outstanding Warrants for the Redemption Price if the last sales price of the Class A Common Stock is at least $18.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third business day prior to the date on which a notice of redemption is given. This share price performance target has been met. At the direction of the Company, the warrant agent is delivering a notice of redemption to each of the registered holders of the outstanding Warrants.
In accordance with the Warrant Agreement, upon delivery of the notice of redemption for cash, the Warrants may continue to be exercised by the holders thereof in exchange for payment in cash of the $11.50 per warrant exercise price until 5:00 p.m. New York City time on the Redemption Date. The exercise procedures are described in further detail in the notice of redemption and the election to purchase included therein.
Any Warrants that remain unexercised immediately after the Redemption Date will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive the Redemption Price. Holders of Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Warrants since the process to exercise is voluntary. Following the Redemption Date, the Warrants are expected to be delisted from the New York Stock Exchange.
None of Getty Images, its board of directors, officers or employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants.
The Company has filed a registration statement on Form S-1 (Registration No. 333-266686) (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of the shares of Class A Common Stock underlying the Warrants under the Securities Act of 1933, as amended, which Registration Statement was previously declared effective by the Securities and Exchange Commission.
Questions concerning redemption and exercise of the Warrants can be directed to:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, N.Y. 11219
Attention: Corporate Actions Group
Telephone: 877-248-6417
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of Getty Images’ securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
