CASE SUMMARY: Getty Images Files Chapter 11 to Implement RSA Taking Company Private, Handing Ownership to Koch Equity Development, Getty Family for $533M Investment

Background / Events Leading to Bankruptcy Filing

The company was founded in 1995, and through a number of acquisitions it established itself as a “global leader in the visual content industry.” It maintains a marketplace that licenses photos, illustrations, videos and music to businesses, media organizations and individuals worldwide. The debtors operate several brands, including Getty Images, iStock, Unsplash and WireImage, each of which targets a distinct customer segment and content type.

Headquartered in Seattle, the company has approximately 1,600 employees across 32 countries, including more than 115 staff photographers and videographers. It also distributes content from more than 600,000 contributors and more than 360 premium content partners. The company serves more than 635,000 customers and approximately 240,000 active annual subscribers, with annual subscriptions accounting for approximately 59% of total revenue.

The company distributes content and services through three primary product categories: creative content that provides customers with a comprehensive library of royalty-free photos, illustrations, vectors, videos and commercially-safe generative AI services; editorial content that provides photo and video coverage for entertainment, sports and news and maintains one of the largest privately owned analog photographic archives; and other products and services, including data access and AI licensing, music licensing, digital asset management, distribution services and print sales.

For the 12 months ending June 30, the company generated approximately $978 million in revenue and approximately $307 million in adjusted EBITDA. However, in the 22 months preceding the petition date, the company’s liquidity fell by 80% and is only slightly above the $50 million operational threshold required to maintain operations. The company derives approximately 44% of its revenue from nondebtor subsidiaries operating outside of the United States.

The company attributes the bankruptcy filing to a combination of non-operational events occurring over an 18-month period: large adverse judgments from litigation brought by former warrant holders totaling more than $200 million; unasserted additional warrant claims totaling $275 million; a “very public failed merger” with Shutterstock Inc. after a lengthy and expensive process; and debt service on an over-levered capital structure.

Specifically, after its 2022 public listing, the company faced multiple breach-of-contract lawsuits from former warrant holders over exercise restrictions, leading to initial adverse judgments of approximately $111 million and subsequent judgments totaling about $92 million.

In April, the company satisfied the initial judgments using funds from the RCF, but it lacked liquidity to bond the appeals of the subsequent judgments. To provide more time before enforcement of the $92 million judgment, the company negotiated a standstill of the payment to Oct. 26 in exchange for a $4.2 million partial payment.

In July, the debtors’ board terminated its proposed merger with Shutterstock after the U.K. Competition and Markets Authority conditioned the merger on the divestiture of Shutterstock’s entire editorial business. The company incurred over $100 million in fees pursuing the merger, $10 million in expedited Sarbanes-Oxley Act compliance and about $44 million in net interest expense and financing fees for senior secured notes issued to finance the proposed merger.

The debtors also point to their debt service burden as a contributing factor to its bankruptcy, which was compounded by higher interest rates and fixed repayment obligations from 2025 refinancing transactions and by the incremental debt raised in anticipation of the terminated merger. The company’s annualized debt service obligation was approximately $239 million as of the petition date, which exceeded the cash the company generated from operations.

Beginning in July, the company engaged with each of its major stakeholders, including an ad hoc group of secured lenders holding its term loans and 11.25% secured notes, an ad hoc group of unsecured noteholders, and affiliates of the Getty family and KED, its two largest shareholders.

In August and September, the company exchanged proposals with the key stakeholder groups. By early September, the company reached a deal in principle with the secured ad hoc group that included a $280 million new cash equity investment by KED and the Getty family and conversion of approximately $100 million of KED’s term loans into equity.

At the same time, the unsecured noteholders ad hoc group rejected the company’s proposal, which consisted of a combination of cash and equity in exchange for full extinguishment of the $270 million of unsecured notes. Instead, the unsecured noteholders ad hoc group indicated it was considering a bid for the company.

While evaluating a sale process, the company continued negotiations with KED and the Getty family, who agreed to increase their total cash equity commitment by approximately $153 million to up to $433 million. The new equity capital would be used to fund $170.2 million in an all-cash recovery to unsecured noteholders in exchange for fully extinguishing the $270 million of unsecured notes.

The negotiations culminated in the RSA, which was signed on Oct. 12. While it negotiated with key stakeholders, the company says it also evaluated and pursued reasonable alternatives. However, the company determined that none of the proposals were as favorable as those available under the RSA.

Confirmation Scheduling Motion

The debtors seek approval of the following confirmation timeline:
 

• Oct. 9: Voting record date;
• Nov. 23 at 11:59 p.m. ET: Initial plan supplement filing deadline;
• Nov. 30 at 5 p.m. ET: Voting, plan objection, nondebtor release opt-in and executory contract assumption objection deadline;
• Dec. 9 at 4 p.m. ET: Deadline to file confirmation brief and reply; and
• Dec. 14: Combined DS approval and plan confirmation hearing.

Plan / Disclosure Statement

A chart of the plan’s classes, along with their impairment status and voting rights, is below:
 

Treatment of Claims and Interests

The debtors’ plan sets forth the following classification of and proposed distributions to holders of allowed claims and interests:
 

• DIP claims: Pursuant to the equity commitment letter, holders of DIP claims representing the outstanding principal amount of DIP delayed-draw loans would receive new preferred interests (not subject to dilution by the MIP) and holders of DIP claims representing all other amounts outstanding under the DIP documents, including all accrued and unpaid interest, would receive new interests (subject to dilution by the MIP).
  • Allowed amount: An amount equal to the principal, all interest, fees, premiums, expenses and noncontingent indemnification obligations payable under the DIP documents and orders.
• Class 1 – Other secured claims: At the option of the applicable debtor or reorganized debtor with the consent of each plan sponsor, holders would receive full cash payment, the collateral securing their claims, reinstatement or such other treatment rendering their claims unimpaired.
  • Projected amount: NA
  • Projected recovery: 100%
• Class 2 – Other priority claims: Holders would receive treatment consistent with Bankruptcy Code section 1129(a)(9).
  • Projected amount: NA
  • Projected recovery: 100%
• Class 3 – Revolving loan claims: In accordance with and subject to the terms of the exit term sheet, holders would receive revolving loans and revolving commitments under the new RCF in an equal amount and full cash payment on account of accrued and unpaid interest, fees and other amounts.
  • Projected amount: $150 million principal, plus accrued interest, fees and other amounts
  • Projected recovery: 100%
• Class 4 – Secured funded debt claims: Holders of the debtors’ 11.25% secured notes and U.S. dollar-denominated term loan claims would receive new notes in an equal principal amount, or solely to the extent holders of dollar-denominated term loan claims do not agree to receive the new notes, new dollar-denominated term loans; holders of euro-denominated term loan claims would receive new euro-denominated term loans in an equal principal amount, unless the holder is a plan sponsor, in which case such holder would receive new interests (subject to dilution by the MIP). Accrued and unpaid interest, fees, costs and other amounts under the credit agreement and 11.25% secured notes indenture would receive full cash payment.
  • Projected amount: Approximately $540 million of 11.25% secured notes, $40.1 million of dollar-denominated term loans, €407 million of euro-denominated term loans, plus accrued and unpaid interest, fees, costs and other amounts due under the credit agreement and the notes indenture.
  • Projected recovery: 100%
• Class 5 – Unsecured notes claims: Holders would receive their pro-rata share of the unsecured notes recovery of approximately $170.2 million in cash.
  • Projected amount: $270 million principal plus accrued interest as of the petition date
  • Projected recovery: 63%
• Class 6 – General unsecured claims: At the debtors’ option with the consent of each plan sponsor, holders would receive full cash payment, reinstatement or such other treatment rendering their claims unimpaired.
  • Projected amount: NA
  • Projected recovery: 100%
• Class 7 – Intercompany claims: Such claims would be reinstated or canceled, released and extinguished without any distribution, at the debtors’ election and in their reasonable discretion with the consent of each plan sponsor, such that such claims are treated in a tax-efficient manner to the extent reasonably practicable.
  • Projected amount: NA
  • Projected recovery: 100% / 0%
• Class 8 – Intercompany interests: Such interests would be reinstated or canceled, discharged and extinguished without any distribution, or such other treatment as reasonably determined by the debtors, at the debtors’ election and in their reasonable discretion with the consent of each plan sponsor, such that such interests are treated in a tax-efficient manner to the extent reasonably practicable.
  • Projected amount: NA
  • Projected recovery: 100% / 0%
• Class 9 – Holdings equity interests: Would be canceled, released, discharged and extinguished without receiving any distribution.
  • Projected amount: NA
  • Projected recovery: 0%
• Class 10 – Section 510(b) claims: Would be canceled, released, discharged and extinguished without receiving any distribution.
  • Projected amount: NA
  • Projected recovery: 0%
  • The DS notes such claims include any claim subject to subordination pursuant to Bankruptcy Code section 510(b), including secured claims, any warrant claim and any claim for reimbursement, contribution or subrogation allowed on account of any warrant claim.

Management Incentive Plan

The plan contemplates an up to 10% management incentive plan, the terms of which would be determined by the new board in its sole discretion.

Exit Financing

As discussed above, the plan calls for exit facilities consisting of a new RCF, new euro-denominated term loans and new secured notes in accordance with the exit term sheet.

The new RCF provides an aggregate commitment of $150 million that would be fully undrawn upon emergence after existing loans are repaid in full in cash using the new equity investment proceeds. It will bear interest at a term benchmark rate plus 3% to 3.5% or base rate plus 2% to 2.5%, depending on the company’s leverage ratio, and mature in January 2031. The RCF agreement would include a maximum consolidated leverage ratio covenant not to exceed 4.75x, tested quarterly commencing on the fiscal quarter ending June 30, 2027, and an anti-cash hoarding covenant requiring borrowings to be repaid if unrestricted cash exceeds $150 million.

The new euro-denominated term loan facility totals €313.9 million in principal amount, requiring 5% annual amortization paid quarterly starting in the fiscal quarter ending June 30, 2027. It would accrue interest at Euribor+3.75% to 5.25% based on the company’s first lien leverage ratio and mature in April 2032. It features 101% soft call protection through February 2027 (par thereafter) and ranks pari passu in lien and payment priority with the new RCF and the new notes.

The new secured notes total $580 million in principal and would accrue interest at 9% to 10.5% based on the company’s first lien leverage ratio. They would mature in April 2032 and rank pari passu in lien and payment priority with the new RCF and the new term loan. They feature structured call protection, requiring a make whole premium through February 2027, followed by declining redemption premiums.

Other Plan Provisions

The plan provides for releases of the debtors, consenting stakeholders, agents/trustee, DIP lenders, new equity investors, holders of claims or interests that affirmatively opt in to the releases and their related parties, provided that an entity (other than the debtors, reorganized debtors, plan sponsors and their related parties) would not be a released party if it does not affirmatively opt in to the releases, no agent/trustee would be deemed to grant any releases on behalf of any holder for which it acts, and no agent/trustee would be required to take any action in connection with the solicitation of opt-in elections.

In addition, the plan includes an exculpation provision in favor of the debtors, reorganized debtors, members of the special committee, the unsecured notes trustee and credit agreement agent, their respective officers, directors and limited liability company managers, who served in such capacity at any time between the petition date and the effective date, and their respective attorneys and professionals whose retentions were approved by the bankruptcy court.

Under the plan, the new board would initially consist of members designated by the plan sponsors and, to the extent known, would be identified in the plan supplement.

Valuation Analysis

The debtors’ valuation analysis, prepared by investment banker Guggenheim Securities, estimates total enterprise value of the reorganized debtors at approximately $1.3 billion to $1.5 billion, with an estimated midpoint of $1.4 billion. After deducting pro forma net debt of $907 million, the estimated total enterprise value implies an estimated equity value for the reorganized debtors of approximately $393 million to $593 million, with a midpoint of $493 million.

Financial Projections

The financial projections assume a Dec. 31 effective date. The debtors’ unaudited projected consolidated statement of operations, balance sheet and free cash flow are as follows:
 

Liquidation Analysis

The DS provides the following liquidation analysis:
 

DIP Financing / Cash Collateral Motion

The debtors seek approval of a $143 million multidraw DIP credit facility provided by KED and/or its affiliates consisting of $85 million of financing available upon interim approval, $28 million of financing available upon final approval and $30 million of delayed-draw commitments available upon interim approval subject to draw conditions. The DIP does not prime any prepetition liens and does not roll up any prepetition debt.

The DIP would bear interest at term SOFR+5%, PIK, with an additional 2% PIK upon a default. It matures on the earliest of Jan. 31, 2027, the plan effective date, a sale of substantially all assets, conversion or dismissal of a case or acceleration. The DIP contains a 2% exit fee if the RSA is terminated under the debtors’ fiduciary out and requires the debtors to pay the DIP lenders’ reasonable and documented fees and expenses.

The DIP proceeds would be used for working capital and corporate purposes, chapter 11 costs, adequate protection payments and DIP-related costs and expenses. The delayed-draw loans can only fund the budget’s delayed-draw uses or replenish cash used for certain prepetition delayed-draw term loan payments.

All proceeds of the DIP facility would be deposited into the segregated DIP account and could be used only in accordance with the approved budget (subject to a 20% permitted variance) or to fund the carve-out.

To secure the DIP financing, the debtors propose to grant first-priority liens on the DIP priority collateral, which consists of 35% of foreign subsidiary equity not already in the prepetition collateral, previously unencumbered property, the segregated DIP account and proceeds of avoidance actions (upon final approval).

In support of the proposed DIP financing, the debtors filed the declarations of Mitchell Brantley of Alvarez & Marsal and Adam Preiss of Guggenheim Securities. Brantley discusses the debtors’ minimum liquidity requirement of $20 million to operate their business in the ordinary course and the sizing of the DIP and budget. Preiss explains the debtors’ DIP marketing process.

The debtors stress they need DIP financing because their revolving credit facility was fully drawn and their forecasts project liquidity falling below the minimum level required to operate their business.

According to Brantley, the debtors project an ending cash deficit of about $63.5 million for the week ending Nov. 21. The debtors contend they need immediate access to the DIP facility and the use of cash collateral to administer the chapter 11 case, “avoid value-destructive business disruption, and continue to fund payroll, vendor and licensor payments, and other ordinary-course costs of their business.”

The DIP facility would be “equitized rather than repaid in cash” if the RSA transactions are consummated. All DIP claims, including accrued PIK interest, would be exchanged for new interests. Any delayed-draw DIP commitments would convert into new preferred equity upon emergence. If the RSA transactions are not consummated, the DIP would be repaid in cash.

The debtors propose the following adequate protection for their prepetition lenders: replacement liens on all DIP collateral, allowed superpriority administrative expense claims junior only to the carve-out, financial reporting requirements, payment of the professional fees and expenses, and cash interest and amortization payments.

In addition, the debtors propose a waiver of the estates’ right to seek to surcharge lenders’ collateral pursuant to Bankruptcy Code section 506(c) and the “equities of the case” exception under section 552(b), subject to a final order.

The post-termination carve-out for professional fees is $2.5 million. The DIP financing is subject to the RSA milestones.

The proposed budget for the use of the DIP facility is HERE.

The lien challenge deadline is one day prior to the hearing on final DIP approval. There is no UCC lien investigation budget, and the DIP expressly provides that no DIP collateral or loans, cash collateral or any portion of the carve-out can be used to investigate or prosecute any challenges against the DIP or prepetition lenders.

Other Motions

The debtors also filed various standard first day motions, including the following:
 

• Motion for joint administration
  • The cases will be jointly administered under case No. 26-11643.
• Motion to establish trading procedures
  • The debtors estimate they had approximately $720,000 of federal net operating losses, or NOLs, $8.3 million of state NOLs, $118.3 million of federal disallowed business interest expense carryforwards, $23.4 million of state disallowed business interest expense carryforwards, $3.9 million of federal tax credit carryforwards and $203,000 of state tax credit carryforwards as of Dec. 31, 2025. Debtor Getty Images Holdings Inc. seeks to establish trading procedures for its common stock to preserve its NOLs.
• Motion to pay content contributors
  • The debtors seek authority to pay approximately $19.2 million in prepetition content contributor obligations on interim approval. The debtors paid over $220 million in royalties and other compensation to content contributors in 2025 in exchange for rights to license and distribute their content.
• Motion to pay employee wages and benefits
  • The debtors seek authority to pay approximately $13.4 million in prepetition employee obligations (approximately $7.5 million on interim approval).
• Motion to use cash management system
  • A list of the debtors’ bank accounts is HERE. A cash management schematic is HERE.
• Motion to pay trade claims
  • The debtors seek authority to pay approximately $8 million in prepetition trade creditors obligations ($7.6 million on an interim basis).
• Motion to maintain insurance programs
• Motion to pay taxes and fees
• Motion to provide utilities with adequate assurance
• Motion to maintain customer programs
• Application to appoint Kroll Restructuring as claims agent