NYSE-listed Getty Images, a global producer and distributor of visual contents, reached an agreement with its main creditors and shareholders on a comprehensive restructuring of its financial structure through a prepackaged Chapter 11 by the end of the year ahead of a take private. The Getty Family and Koch Equity Development (KED) committed to investing up to 533 million dollars of new equity, whilst financial creditors agreed to a reduction in unsecured debt, lower interest charges and the extension of the maturities of secured debt (press release and restructuring agreement).
On 30 September, Wednesday, Getty stocks started to trade on OTC Pink Limited Market as New York Stock Exchange decided to suspend them (SEC Form 8-K).
Getty Images retained Simpson Thacher & Bartlett, Cole Schotz, Guggenheim Securities, Alvarez & Marsal, and Kekst CNC. The ad hoc group of secured creditors appointed Gibson Dunn & Crutcher and Houlihan Lokey.
On 30 June, Tuesday, Getty Images nominal debt amounted to 2.07 billion US Dollars (1.168 billion senior secured notes; 510.6 million term loans; 270 million senior unsecured notes, and a used revolving credit facility of 120 million). In July 2026, available cash fell to just 51.6 million (press release and investors presentation).
In 1H26, Getty Images posted sales of 455.7 million US Dollars (-0,7% from 459 million in 1H25), an adjusted ebitda of 123.9 million (138.1 million) and net losses of 90.2 million. In 2Q26, the adjusted ebitda has been of 62.3 million (-8.4%) while net losses amounted to 85.8 million.
In 2Q26, interest expense rose to 57.3 million, from 36.6 million in 2Q25, partly because of the refinancing carried out last year and the additional debt raised to finance the failed merger with NYSE-listed Shutterstock (see here a previous post by BeBeez). Quarterly free cash flow was of minus 122.6 million, partly due to 110.9 million in payments relating to the Alta and CRCM litigation and a 62.9 million increase in cash interest paid.
Under the Restructuring Support Agreement, holders of 83.5% of the senior unsecured bonds have agreed to write off the 270 million US dollars worth notes still outstanding. At the same time, creditors representing approximately 89% of the secured bonds and term loans, and 100% of the lenders under the revolving facility, signed up to the plan, agreeing to a reduction in interest rates and an extension of the maturities of the secured debt.
Koch Equity Development will once again provide financial backing for the process, making available up to 143 million in financing during the proceedings, in addition to the new equity provided for in the plan. Getty Images said that such a deal should enable the company to continue operating normally whilst under Chapter 11 protection: suppliers, employees, contributors, the proceedings may not affect customers and partners, and commercial payments should to continue as usual.
The restructuring comes after months of mounting pressure on liquidity. At the end of August 2026, the company hired Guggenheim Securities to appraise strategic financing alternatives and balance sheet management initiatives, including a possible capital solution with the support of majority shareholders. Getty also decided to utilise the 30-day grace period on interest due on 1 September, Tuesday, on its senior unsecured notes, whilst stating that it had sufficient liquidity to make the payment (SEC file).
The collapse of the merger with Shutterstock marked another crucial step in the drive towards restructuring. The deal, announced in January 2025 on the ground of a combined valuation of 3.7 billion, failed in July 2026 after the UK Competition and Markets Authority made its approval conditional upon the sale of Shutterstock’s publishing business. Getty did not accept such a condition.
To support that merger, Getty already carried out a significant refinancing operation in 2025. As at 30 June, the debt included 470.5 million US dollars’ worth of term loans in euros and 40.1 million in term loans in dollars, as well as over 1.16 billion in senior secured notes (628.4 million in 10.5% secured bonds issued in connection with the Shutterstock deal and subsequently repaid at par following the cancellation of the merger, using funds previously placed in escrow).
Mark Getty and Jonathan Klein founded Getty Images in 1995. Hellman & Friedman acquired the company in 2008 for 2.4 billion. In 2012, control then passed to Carlyle in a deal worth 3.3 billion, while the Getty family and management reinvested in the company’s capital (press release). In 2018, the family repurchased the controlling stake from Carlyle, whilst a few months later Koch Equity Development, the investment arm of Koch Industries, invested 500 million in non-controlling preferred equity. In January 2019, the Getty family and Koch then made a further investment of 100 million (press release). In 2022, Getty Images returned to the market through a business combination with the SPAC CC Neuberger Principal Holdings II, a vehicle that CC Capital and Neuberger Berman sponsored . The transaction valued the company at 4.8 billion or little above 15X the 2022 expected adjusted EBITDA, and provided for approximately 1.2 billion in new capital, part of which contributed to debt reduction (SEC file).
Four years later, high debt levels and a deterioration in liquidity forced Getty Images off the stock market. The new structure will see the Getty family and Koch Equity Development as the sole shareholders, following a restructuring that will write off the entire 270 million in unsecured notes and restructure the terms and maturities of over 1.8 billion US dollars of secured and revolving debt.
