CUSIP: 374275105
Page: Page 6 of 13
The filing of this Schedule 13D Amendment shall not be construed as an admission that any of Koch Equity, KIG, KIGH, KCLLC, Koch, Inc. or KII is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13D Amendment.
The addresses of the principal office and principal business of each Reporting Person is 4111 East 37th Street North, Wichita, Kansas 67220. Set forth on Schedule A is the name and present principal occupation or employment of each of the directors, managers and executive officers of each Reporting Person as of the date hereof. The business address for each of the directors, managers and executive officers listed on Schedule A, and the name and address of any corporation or other organization in which each such director’s, manager’s or executive officer’s employment is conducted, is c/o Koch, Inc., 4111 East 37th Street North, Wichita, Kansas 67220.
(d)-(e) During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto, (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f) Each of the Reporting Persons is organized under the laws of, and all of the directors, managers and executive officers listed on Schedule A are citizens of, the United States.
Item 3. | Source and Amount of Funds or Other Consideration |
On July 22, 2022 (the “Closing Date”), the Issuer consummated the previously announced business combination pursuant to that certain Business Combination Agreement, dated as of December 9, 2021 (the “Business Combination Agreement”), by and among CC Neuberger Principal Holdings II, a Cayman Island except company (“CCNB”), Vector Holding, LLC, a Delaware limited liability company (“New CCNB”), Vector Domestication Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of New CCNB (“Domestication Merger Sub”), Griffey Global Holdings, Inc., a Delaware corporation (“Griffey Global”), Vector Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of CCNB (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of CCNB (“G Merger Sub 2”), and Griffey Investors, L.P., a Delaware limited partnership (the “Partnership”), which provided for, among other things, (a) on the business day prior to the Closing Date, the conversion of New CCNB from a Delaware limited liability company to a Delaware corporation (the “Statutory Conversion”), (b) the merger of CCNB with and into Domestication Merger Sub, with Domestication Merger Sub surviving (the “Domestication Merger”) as a direct subsidiary of New CCNB, (c) the merger of G Merger Sub 1 with and into Griffey Global, with Griffey Global surviving as a subsidiary of Domestication Merger Sub and an indirect subsidiary of New CCNB (the “First Getty Merger”), and (d) the merger of Griffey Global with and into G Merger Sub 2, with G Merger Sub 2 surviving as a direct subsidiary of Domestication Merger Sub and an indirect subsidiary of New CCNB (the “Second Getty Merger,” and together with the First Getty Merger, the “Getty Mergers,” which together with the Domestication Merger and the other transactions and ancillary agreements contemplated by the Business Combination Agreement, the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), New CCNB changed its name from “Vector Holding, LLC” to “Getty Images Holdings, Inc.” As of the Closing, Koch Icon beneficially owned 65,935,749 Public Shares.
The foregoing description of the Business Combination Agreement is not complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is attached to this report as Exhibit 99.1.
Pursuant to the Business Combination Agreement, Koch Icon had the contingent right to receive, for no additional consideration, a pro rata amount of Public Shares of the Issuer in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock was greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an “earnout period”): $12.50 for the first earnout period (the “First Price Triggering Event”); $15.00 for the second earnout period (the “Second Price Triggering Event”); and $17.50 for the third earnout period (the “Third Price Triggering Event”) as adjusted pursuant to the Business Combination Agreement (the “earnout right”).
The First Price Triggering Event occurred on August 24, 2022, upon which Koch Icon became entitled to receive 4,854,501 Public Shares of the Issuer. Each of the Second Price Triggering Event and the Third Price Triggering Event occurred on August 25, 2022, upon which Koch Icon became entitled to receive an aggregate 9,709,003 Public Shares of the Issuer.
To the extent applicable, the acquisitions of the predecessor securities exchanged for or converted into the Public Shares were funded with the working capital of KII.