MarketsNewsTech

Getty Images files restructuring deal that hands the Getty family and Koch 100% of the company and leaves common stock with nothing

Getty Images will go private through a prepackaged Chapter 11, with affiliates of the Getty family and Koch Equity Development committing up to $533 million of new equity and ending up owning 100% of the reorganized company before shares for a management incentive plan, the company said in a press release on Monday, Oct. 12. A prepackaged Chapter 11 is a bankruptcy in which the main creditors agree to the plan before the case is filed, so the court mostly signs off on a deal that already exists.

Getty’s 8-K filing states the other half of the arithmetic: the company expects no recovery for common stock under the plan.

The plan’s terms come from the company. Noteholders holding 83.5% of Getty’s unsecured bonds agreed to retire $270 million of senior unsecured notes. About 89% of secured bondholders and term-loan lenders, and all of its revolving credit lenders, agreed to lower interest and push out maturities. Koch Equity Development, Koch’s investment arm, will lend up to $143 million to fund the company through the case. Vendors will be paid in full, and Getty says it expects no impact on contributors, partners, customers or employees.

Getty plans to solicit votes in the coming days and file in the coming weeks, limited to certain US entities, and expects to finish by year-end. The process will also address what the company calls its “non-operating legal liabilities.” The release doesn’t say what those are.

How Getty got here

Getty had more than $1.3 billion of debt as of June 30, according to regulatory filings cited by The Verge. Bloomberg reported in September that the company had entered a 30-day grace period after missing interest payments on its unsecured notes, The Verge noted.

The rescue plan before this one was a merger. Getty walked away from a $3.7 billion deal with Shutterstock in July after a UK regulator imposed restrictions, months after the US Justice Department had cleared it. Both companies face generative AI tools that let customers make a custom image instead of licensing a stock photo. Getty sells its own AI generator, trained on licensed content, but The Verge noted the company hasn’t clearly laid out how that supports future growth.

The family’s two seats

About $433.2 million is a cash equity investment due when the plan takes effect, minus any bankruptcy loans still outstanding then, per the company’s filing. The rest of the commitment includes the bankruptcy loans and roughly $100 million of prepetition debt held by the majority shareholders, which converts into equity, per the 8-K.

That leaves the family touching this deal from two directions. It is among the existing majority holders of a stock the plan values at zero. And it is one of the two buyers of the new equity.

Mark Getty, the co-founder and chairman, called it “a transformational transaction” built on “the strength of the business and the significant growth potential we see ahead.” Mike Harris of Koch Equity Development said Koch is “confident in the company’s future.”

Nothing in the filings alleges wrongdoing, and prepacks often wipe out shareholders when debt exceeds what a company is worth. The zero falls on the family’s own shares too. Public holders of GETY, now trading over the counter, have the stock and only the stock.

What’s left to watch

The creditors needed for the vote have already committed to support the plan, according to the release, so the open questions are timing and the legal liabilities the case is meant to address. A bankruptcy judge still has to confirm the plan.

Getty Images was worth $4.8 billion four years ago, according to a Fast Company headline.

Sources


Discover more from Bitter Fool

Subscribe to get the latest posts sent to your email.

Leave a Reply

Your email address will not be published. Required fields are marked *