Getty Images Holdings - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• Getty Images Holdings, Inc. and its debtor subsidiaries filed a joint prepackaged Chapter 11 plan on Oct. 21, 2026. Under the plan, the plan sponsors, which are the DIP lenders and the new equity investors, take 100% of the reorganized common equity, subject only to management incentive plan dilution, and 100% of any new preferred equity, in exchange for equitizing their DIP and EUR term loan claims and funding a new cash equity investment. The rest of the secured debt rolls into new exit facilities in equal principal amounts, with the drawn balance of the new revolver repaid in cash at emergence; the unsecured noteholders share $170.2 million in cash, general unsecured claims are unimpaired and existing equity, including the warrants, is cancelled.
• The plan implements a restructuring support agreement dated Oct. 12, 2026, among the debtors and their consenting stakeholders, which include the plan sponsors. The plan also gives separate consent rights to the consenting secured lenders, the consenting RCF lenders and the consenting unsecured noteholders. The required thresholds for each group are set in the RSA.
• The plan provides for:
  • Equitization of the plan sponsors' DIP claims and EUR term loan claims, plus a new cash equity investment, in exchange for 100% of the new common equity (subject only to management incentive plan dilution) and 100% of any new preferred equity
  • Exchange of the revolver, the USD term loans, non-sponsor EUR term loans and the 11.25% senior secured notes into a new revolver, new term loans and new senior secured notes in equal principal amounts, with accrued interest and fees paid in cash
  • A fixed cash recovery for holders of the 9.75% and 14% unsecured notes
  • Payment in full or reinstatement of general unsecured claims
  • Cancellation of Holdings equity, including the warrants, and subordination of all warrant claims, with no recovery
  • Emergence as a private company and deregistration from SEC reporting
• The voting classes are class 3 (revolver), class 4 (secured funded debt) and class 5 (unsecured notes). The reorganized parent, New Getty Images, will be either a new entity or reorganized Holdings. The confirmation order may also serve as the order approving the disclosure statement.

Plan Sponsors and New Equity Investment

• Size: $433,212,922.50 in cash, less the principal of DIP initial and final loans outstanding at the effective date (not counting interest, including capitalized interest, fees or other DIP obligations). The cash is invested in New Getty Images in exchange for investment new interests under an equity commitment letter (ECL) dated Oct. 12, 2026, attached to the RSA as Exhibit C.
• The plan sponsors act both as providers of the new equity investment and under an equitization commitment, under which they commit to equitize their allowed DIP claims and allowed secured funded debt claims.
• The new common equity consists of three tranches, each subject to dilution by the management incentive plan:
  • DIP new interests, issued on account of DIP claims other than delayed-draw loan principal
  • Equitization new interests, issued on account of the plan sponsors' EUR term loan claims
  • Investment new interests, issued for the cash investment
• The plan sponsors receive 100% of the new common equity and 100% of any new preferred interests. No other holder receives or retains equity in New Getty Images. The sponsors take their equity solely on account of DIP claims, EUR term loan claims or the cash investment, not on account of any Holdings interests, which are cancelled on the same terms as all other Holdings interests.
• For each plan sponsor, the plan's related-party definition reaches its associated trusts and holding vehicles that hold interests in Holdings. Plan sponsors are excluded from the definition of debtor affiliates and take no successor or transferee liability.
• The debtors agree not to assert that any claim held by consenting stakeholders, DIP lenders, new equity investors or their related parties is a section 510(b) claim or otherwise subject to subordination or recharacterization. This covers DIP claims, secured funded debt claims, ECL claims, the ECL expense reimbursement and claims under the debtors' indemnification provisions.
• Confirmation approves the ECL and the new equity investment.

DIP Financing

• Size: up to $143 million multi-draw term loan facility, consisting of:
  • $85 million of initial loans, available on entry of the interim DIP order
  • $30 million of delayed-draw loans, available on entry of the interim DIP order and subject to further conditions in the DIP documents
  • $28 million of final loans, available on entry of the final DIP order
• Lenders: the DIP lenders include the plan sponsors that provide commitments and fund the loans. The DIP term sheet is Exhibit B to the RSA.
• Exit treatment: DIP claims are allowed in full, including:
  • Principal
  • Accrued interest, including capitalized interest
  • Fees, premiums and expenses
  • Noncontingent indemnification obligations
• Delayed-draw principal converts into new preferred interests. All other DIP amounts, including accrued interest on all DIP loans, convert into DIP new interests. Both conversions run through the equitization commitment. The DIP agent's fees and expenses are paid in cash.
• The DIP documents include an exit fee, defined in the DIP term sheet. The obligation to pay it survives if the plan is not consummated, to the extent the RSA, the DIP documents and the ECL provide.

New Preferred Interests

• The new preferred is issued, if at all, to the DIP lenders on account of principal of the $30 million delayed-draw tranche outstanding at the effective date. Amounts are set in the ECL and terms are consistent with the restructuring term sheet (Exhibit A to the RSA). The preferred is not diluted by the management incentive plan.
• Redemption: the exit facility documents must allow the reorganized debtors to redeem the preferred in accordance with the RSA, through a separate restricted payment basket and otherwise. That separate basket carries no capacity to pay accrued PIK interest, dividends or fees on the preferred. Subject to new board approval, the reorganized debtors are to redeem the preferred as soon as reasonably practicable after the effective date.
• One point remains open: whether any exit facility provision, including a general restricted payment basket, may permit payment of accrued PIK interest, dividends or fees on the preferred or any other instrument. That is still being negotiated among the plan sponsors, the debtors, the consenting secured lenders and the consenting RCF lenders, and the two lender groups reserve all rights.

Exit Facilities

• New RCF: $150 million amended and restated senior secured revolver under a new credit agreement, with JPMorgan Chase Bank, N.A. as administrative and collateral agent.
  • Prepetition revolving loans and commitments convert into the new facility in equal amounts.
  • Consistent with the exit term sheet (Exhibit D to the RSA), the outstanding revolving loans under the new RCF are to be paid in full in cash on the effective date.
• New term loans, both under the new credit agreement:
  • Senior secured USD term loans, issued only to USD term lenders that do not agree to take new notes
  • Senior secured EUR term loans for non-sponsor EUR term lenders
• New notes: senior secured notes issued under a new indenture to 11.25% secured noteholders and to USD term lenders that agree to take them. They are issued under Section 4(a)(2) of the Securities Act, with resales only under Rule 144A and Regulation S.
• Liens: exit liens are deemed granted, automatically perfected and first-priority on the collateral specified in the exit facility documents. Relative priorities are set in the exit term sheet.
• Bank products: cash management agreements with consenting RCF lenders or their affiliates are deemed assumed.
  • The related obligations continue as secured obligations under the new credit agreement, pari passu with the new RCF.
  • Each provider becomes a cash management bank under the new facility, and letters of credit outstanding under the prepetition credit agreement are deemed issued under the new credit agreement.
  • The providers' setoff, netting and cash collateral rights survive the plan injunction.
• Sources: cash on hand, the exit facilities, proceeds of the new equity investment, the new common equity and any new preferred. Cash distributions are funded from cash on hand or the equity proceeds.

Prepetition Capital Structure

• Credit agreement dated Feb. 19, 2019, with JPMorgan Chase Bank, N.A. as administrative and collateral agent. It includes the revolver and the USD and EUR term loans.
  • Borrowers: Abe Investment Holdings, Inc. and Getty Images, Inc.
  • Guarantors: Griffey Midco (DE), LLC, Getty Images News Services (PRC), Inc., Getty Images (US), Inc. and Getty Images (Seattle), Inc.
• Getty Images, Inc. issued each of the three note series:
  • 11.25% senior secured notes due 2030, under a May 5, 2025 indenture with U.S. Bank Trust Company, N.A. as trustee and notes collateral agent, guaranteed by Griffey Midco, Abe Investment Holdings and the three subsidiary guarantors above
  • 9.75% senior notes due 2027, under a Feb. 19, 2019 indenture supplemented through a third supplemental indenture dated Oct. 21, 2025, guaranteed by Holdings and the three subsidiary guarantors
  • 14% senior notes due 2028, under an Oct. 21, 2025 indenture, guaranteed by Holdings and the three subsidiary guarantors
• Wilmington Trust, N.A. is trustee for both unsecured note series.
• Holdings issued warrants under an Aug. 4, 2020 warrant agreement.

Treatment of Claims and Interests

• Class 1, other secured claims (unimpaired, presumed to accept): payment in full in cash, return of the collateral, reinstatement or other unimpairing treatment, at the debtors' option with each plan sponsor's consent.
• Class 2, other priority claims (unimpaired, presumed to accept): treatment consistent with section 1129(a)(9).
• Class 3, revolving loan claims (impaired, entitled to vote):
  • Allowed at $150 million of principal, plus accrued interest at the non-default rate, fees, premiums, expenses, costs and noncontingent indemnification obligations, and not subject to challenge.
  • Principal and commitments convert into new RCF loans and commitments in equal amounts.
  • Interest, fees and other amounts are paid in full in cash.
• Class 4, secured funded debt claims (impaired, entitled to vote): allowed at the following principal amounts, not subject to challenge:
  • $40.1 million of USD term loans
  • €407 million of EUR term loans
  • $539.9 million of 11.25% senior secured notes
• The class 4 allowed amounts also include accrued interest at the non-default rate, fees and costs. They exclude any prepayment premium, make-whole or call protection. Holders receive:
  • 11.25% secured notes: new notes in an equal principal amount
  • USD term loans: new notes in an equal principal amount or, for holders that do not agree to take new notes, new USD term loans in an equal principal amount
  • EUR term loans held by non-sponsors: new EUR term loans in an equal principal amount, measured as of the distribution record date
  • EUR term loans held by plan sponsors and subject to the equitization commitment: equitization new interests, which the sponsors have agreed to take in place of new EUR term loans as less favorable treatment
  • Accrued interest, fees and costs: payment in full in cash
• Class 5, unsecured notes claims (impaired, entitled to vote): allowed at $270 million, plus accrued prepetition interest under the 9.75% and 14% note indentures, and not subject to challenge.
  • Holders share pro rata in a cash recovery of $170,212,922.50, paid to or deposited with the unsecured notes trustees at substantially the same time as the effective date.
  • The recovery is not subject to reduction, holdback, setoff, recoupment or reallocation, except for the trustees' charging liens.
  • Trustee fees up to a $200,000 cap are paid separately and do not reduce the recovery.
• Class 6, general unsecured claims (unimpaired, presumed to accept): payment in full in cash, reinstatement or other unimpairing treatment, at the debtors' option with each plan sponsor's consent. No proof of claim is required for allowance, except that contract rejection claims, which also fall in this class, must be filed within 30 days after the latest of the order approving rejection, the rejection's effective date or the effective date, or are automatically disallowed and barred.
• Class 7, intercompany claims (unimpaired or impaired; presumed to accept or deemed to reject): reinstated or cancelled without a distribution, at the debtors' election with each plan sponsor's consent, so as to be tax-efficient to the extent reasonably practicable.
• Class 8, intercompany interests (unimpaired or impaired; presumed to accept or deemed to reject): reinstated, cancelled without a distribution, or given other treatment the debtors reasonably determine, with each plan sponsor's consent and on the same tax-efficiency basis.
• Class 9, Holdings interests, including the warrants (impaired, deemed to reject): cancelled with no distribution.
• Class 10, section 510(b) claims, including all warrant claims (impaired, deemed to reject): cancelled with no distribution.
• Classes 3 and 4 do not apply to Holdings. Class 5 does not apply to Griffey Midco (DE), LLC or Abe Investment Holdings, Inc. Class 9 applies only to Holdings.
• The debtors will seek confirmation under section 1129(b) over any rejecting class. Subject to RSA consent rights, they reserve the right to modify a class's treatment so that it is unimpaired.

Warrant Claims and Warrant Litigation

• The plan treats every warrant claim as a section 510(b) claim, with the same priority as Holdings interests, classified in class 10 and receiving nothing. This includes claims for Holdings' alleged breach of the Aug. 4, 2020 warrant agreement and claims in the warrant litigation.
• The plan provides that, under section 510(b) and Bankruptcy Rule 7001(h), confirmation is a final determination of each warrant claim's classification, priority and subordination. Holders who dispute that treatment must object to confirmation. Once the confirmation order is entered, every holder is bound, whether or not it filed a claim, voted or objected.
• After confirmation, no holder may prosecute, continue or obtain relief in the warrant litigation, or in any other proceeding inconsistent with the plan's treatment of warrant claims. The plan defines the warrant litigation as any pending or threatened litigation, arbitration or other proceeding relating to the warrants or the warrant agreement.
• Claims relating to the warrant agreement and the warrants are within both the debtor release and the third-party release.

Trademark Option Agreement

• The reorganized debtors assume, as is and without amendment or waiver, a Feb. 9, 1998 restated option agreement among Getty Investments L.L.C., Getty Images, Inc. and Getty Communications PLC covering the Getty Marks. The agreement has been amended, including by a Feb. 19, 2019 letter agreement between Getty Investments and Getty Images, Inc. It binds the reorganized debtors, New Getty Images, their successors and any transferee of the marks.
• The plan's cure, objection, deemed-consent and schedule-amendment procedures do not apply to the agreement. Nothing in the plan, the confirmation order or the definitive documents affects the agreement, the marks or Getty Investments' rights, which are expressly preserved. That includes change-of-control overrides, free-and-clear vesting, lien grants, discharge, releases and injunctions. Estate assets vest free and clear except for those rights.
• If the agreement is found not to be executory, it still remains binding. In that case, the marks vest subject to Getty Investments' rights under the agreement and the applicable exit facility documents.
• No debtor may reject the agreement, or assume and assign it, without the prior written consent of Getty Investments and the applicable plan sponsors. The same consent is needed for any sale, assignment, license, encumbrance or lien on the marks under the plan or any definitive document, including the exit facility documents. Any lien granted with that consent remains subject to Getty Investments' rights.
• If the effective date does not occur, or the RSA terminates as to any plan sponsor, any consent to assumption is automatically withdrawn, including consent under Section 4.01(a)(vii) of the RSA. Getty Investments' rights are reserved.
• Plan modifications are subject to these provisions. After the effective date, the bankruptcy court retains jurisdiction over the agreement only to enforce them.

Conditions to Effectiveness

• The effective date is conditioned on:
  • The RSA remaining in full force, with no unwaived or uncured breach of the RSA or the DIP credit agreement by the debtors or the consenting stakeholders
  • Definitive documents acceptable under the consent rights in Section 3 of the RSA
  • Entry of the final DIP order, with no stay, and no continuing default under the DIP documents
  • Entry of the disclosure statement order and the confirmation order, each in full force, not stayed and not subject to appeal
  • All required regulatory approvals obtained, with waiting periods expired or terminated, including under the HSR Act and any foreign antitrust or foreign direct investment laws, as determined in good faith by the debtors in consultation with the required consenting stakeholders
  • Execution of the new credit agreement, with collateral documentation reasonably acceptable to the required consenting secured lenders and the required consenting RCF lenders
  • Execution of the new notes indenture, with collateral documentation reasonably acceptable to the required consenting secured lenders
  • Consummation of the new equity investment and the equitization commitment under the ECL
  • Adoption of New Getty Images' organizational documents
  • Payment or deposit of the unsecured notes cash recovery
  • Payment of all restructuring expenses
  • Payment of professional fee claims, or funding of the professional fee escrow
• The debtors bear regulatory filing fees. No plan sponsor is required to divest assets, accept restrictions on its business or investments, or make any payment to obtain approvals.
• Waiver: conditions may be waived with the written consent of the debtors and each plan sponsor, except that:
  • A waiver that would materially and adversely affect treatment of secured funded debt, revolving loan or unsecured notes claims also requires consent of the required consenting secured lenders, required consenting RCF lenders or required consenting unsecured noteholders, as applicable
  • Waiving the restructuring expense condition also requires written consent of all three required lender and noteholder groups, solely as to their own advisors' fees
  • The professional fee condition may be waived only by the affected professional

Releases and Exculpation

• The third-party release is opt-in for holders generally: a holder of claims or interests becomes a releasing party only by affirmatively opting in, while the consenting stakeholders, the agents and trustees, the DIP lenders and the new equity investors are releasing parties by definition. On the released side, any entity other than the debtors, the reorganized debtors, the plan sponsors and their related parties is a released party only if it returns an opt-in form.
• Released parties and releasing parties: the debtors, the reorganized debtors, the consenting stakeholders, the agents and trustees, the DIP lenders, the new equity investors, opt-in holders, and their current and former affiliates and related parties.
  • On the releasing side, affiliates and related parties are bound only where the principal can legally bind them.
  • Agents and trustees neither release claims for, nor bind, the holders they represent.
  • Related parties include current and former equity holders, trustees, beneficiaries, settlors, protectors and family offices.
• The debtor release covers claims relating to:
  • The debtors' capital structure, management and ownership
  • The credit agreement, the secured notes and the unsecured notes
  • The warrant agreement and the warrants
  • Prior recapitalizations and refinancings, intercompany transactions and M&A efforts
  • The special committee's evaluation of strategic alternatives
  • Avoidance actions, other than those raised as counterclaims or defenses
  • The DIP, the ECL, the RSA and the plan
• The third-party release covers largely parallel matters for claims arising before the effective date, though its list omits the special committee's evaluation of strategic alternatives.
• Both releases carve out:
  • Actual fraud, willful misconduct or gross negligence, as determined by final order
  • Causes of action on the schedule of retained causes of action
  • Post-effective-date obligations
• The special committee determines the retained causes of action schedule, which must be acceptable to each plan sponsor. (The special committee means each special committee of the applicable debtors' governing bodies set up to evaluate the restructuring.) The schedule may include claims against released parties, including the plan sponsors, only with the consent of the required consenting secured lenders, the required consenting unsecured noteholders, each consenting RCF lender and each plan sponsor.
• Exculpation covers conduct between the petition date and the effective date, with a carve-out for actual fraud, willful misconduct or gross negligence. It protects:
  • The debtors and the reorganized debtors
  • Special committee members
  • The unsecured notes trustees and the credit agreement agent, solely in their plan distribution and administration roles
  • Their current officers and their current and former directors and managers serving between the petition date and the effective date
  • Their court-approved professionals
• As applied to the consenting stakeholders and their related parties, the releases, exculpation and injunction are integral to the plan and the new equity investment and cannot be severed from them.

Fees and Expenses

• Unsecured notes trustee fee cap: $200,000, paid directly by the debtors and not deducted from the noteholders' cash recovery. The debtors are not liable for unsecured trustee fees, expenses or charging liens above the cap, but the trustees' charging liens against the recovery are preserved.
• Restructuring expenses are paid in cash on the effective date, with no fee applications or court review. They cover the reasonable and documented fees of:
  • Counsel, the investment banker and local counsel to certain consenting secured lenders
  • Counsel and one local counsel to the credit agreement agent
  • Counsel, the investment banker and local counsel to the unsecured noteholders ad hoc committee
  • The unsecured notes trustees, up to the cap
• After the effective date, the reorganized debtors pay the plan sponsors' advisor fees and the ECL expense reimbursement, with no fee applications or court review. The advisors include Moelis & Company LLC and Rothschild & Co. under their engagement letters, which may not be rejected, and Richards, Layton & Finger, P.A. as local counsel. These obligations survive termination of the RSA or the ECL to the extent those agreements provide.
• The expense reimbursement and the indemnification obligations in section 18 of the ECL are allowed administrative claims and survive both termination of the ECL and the effective date. The expense reimbursement is not subject to setoff, recoupment, reduction, avoidance, disgorgement or subordination.
• If the plan is not consummated, the debtors' obligations to pay the following survive to the extent the RSA, the DIP documents and the ECL provide: restructuring expenses, plan sponsor fees, the expense reimbursement, the DIP exit fee and other amounts due under the ECL.

Governance, Go-Private and Management Incentive Plan

• The reorganized debtors emerge as a private company:
  • Neither the new common nor the preferred will be registered or listed, and the new common will not be DTC-eligible.
  • The company will not voluntarily submit to SEC reporting.
  • The debtors are authorized to deregister under the Exchange Act, terminate their effective registration statements and file a Form 15.
• The plan sponsors designate the initial new board, to be named in the plan supplement. They also determine the new organizational documents, subject to RSA consent rights. Current directors are deemed to resign on the effective date.
• Management incentive plan: up to 10% of the new common equity on a fully diluted basis, without diluting the preferred. The new board sets the form, terms, allocation and vesting in its sole discretion after emergence.
• Employment agreements and compensation and benefits programs are assumed, except equity-based plans.
  • The restructuring, including the plan sponsors' acquisition of equity, does not trigger change-of-control, acceleration or good-reason provisions.
  • Any new or amended employment, severance or retention agreement with an officer or insider requires each plan sponsor's consent.
• Prepetition indemnification provisions are reinstated for directors, officers, employees and advisors, including plan sponsor designees. D&O policies, including any tail policy, are assumed and their coverage may not be reduced.

Consent and Amendment Rights

• The RSA's consultation, information, notice and consent rights over the plan, the plan supplement and the definitive documents are incorporated into the plan and enforceable under it. Confirmation approves the debtors' assumption of the RSA, effective on the confirmation date.
• Plan modifications are subject to the RSA's consent rights and the trademark provisions. No plan provision may be deleted or changed without the consent of the debtors and the required consenting stakeholders.
• Each plan sponsor must consent to the treatment elections for classes 1, 6, 7 and 8, and the rejected contracts schedule must be acceptable to each plan sponsor.
• The distribution record date is the confirmation date, except for DTC-held secured and unsecured notes; moving it requires the debtors, the required consenting secured lenders, each plan sponsor and, for revolving loan claims, the credit agreement agent.
• After the effective date, each consenting stakeholder may enforce the confirmation order, the plan and the plan supplement.

Contracts and Intellectual Property Licenses

• Executory contracts and leases are assumed by default unless they appear on the rejection schedule. The debtors may amend that schedule up to 45 days after the effective date, with plan sponsor consent not to be unreasonably withheld. Cure amounts are paid in the ordinary course.
• Each intellectual property license not on the rejection schedule is assumed by the debtor that is party to it and is not assigned.
  • To the extent sections 365(e) and (f) permit, the restructuring, the issuance of new equity and any change in ownership or governance are not an assignment, change of control or default under the license.
  • Counterparties that do not object in time are deemed to consent, including for purposes of section 365(c)(1)(B).

Parties and Advisors

• Debtors: Simpson Thacher & Bartlett LLP and Cole Schotz P.C. as proposed co-counsel.
• Plan sponsors: notices go to Paul, Weiss, Rifkind, Wharton & Garrison LLP and Jones Day. Richards, Layton & Finger, P.A. is local counsel, and Moelis & Company LLC and Rothschild & Co. advise under engagement letters.
• Certain consenting secured lenders: Gibson, Dunn & Crutcher LLP (counsel), Houlihan Lokey Capital, Inc. (investment banker) and Pachulski Stang Ziehl & Jones LLP (local counsel).
• Credit agreement agent and consenting RCF lenders: JPMorgan Chase Bank, N.A. is prepetition agent and exit agent. Milbank LLP is counsel to the agent and receives notices for the consenting RCF lenders.
• Unsecured noteholders ad hoc committee: Akin Gump Strauss Hauer & Feld LLP (counsel), Perella Weinberg Partners (investment banker) and Pashman Stein Walder Hayden, P.C. (local counsel).