SEATTLE - (Business Wire) Getty Images, Inc. today announced that, in connection with its merger with an affiliate of Hellman & Friedman LLC that was completed on July 2, 2008, Getty Images entered into a supplemental indenture governing its 0.5% Convertible Subordinated Debentures, Series B due 2023 (the
“Debentures
”) that entitled holders of the Debentures to convert their Debentures from and after the effective date of the merger.
Subject to the terms of the indenture, the holder of a Debenture may surrender it for conversion in integral multiples of $1,000 principal amount from and after July 2, 2008 into $556.65 per $1,000 principal amount of Debentures, representing the amount of cash consideration received in the merger by holders of common stock holding, immediately prior to the effective time of the merger, a number of shares of common stock equal to the conversion rate immediately prior to the merger.
The merger constituted a “Fundamental Change” under the indenture governing the Debentures. Holders of the Debentures (which have not been converted) will therefore also have the right to require Getty Images to purchase their Debentures on the 35th business day after the merger for a purchase price equal to the principal amount of such Debentures plus any accrued and unpaid interest to but not including the purchase date.
Additional Information and Where to Find It
Getty Images filed the indenture governing its 0.5% Convertible Subordinated Debentures, Series B due 2023 with the Securities and Exchange Commission on March 10, 2006, as an exhibit to its amended Annual Report on Form 10-K for the fiscal year ended December 31, 2005. In connection with the merger, Getty Images filed a proxy statement with the Securities and Exchange Commission on May 22, 2008 under the New York Stock Exchange symbol GYI. Investors and security holders may obtain a free copy of the indenture, the proxy statement and other documents filed by Getty Images, without charge, by written or telephonic request directed to Getty Images, Inc., 601 North 34th Street, Seattle, Washington 98103, attn: Jeffrey Dunn, telephone (206) 925-6535, or on our website at http://www.gettyimages.com or from the Securities and Exchange Commission through the Securities and Exchange Commission’s website at http://www.sec.gov.
About Getty Images
Getty Images is the world’s leading creator and distributor of still imagery, footage and multimedia products, as well as a recognized provider of other forms of premium digital content, including music. Getty Images serves business customers in more than 100 countries and is the first place creative and media professionals turn to discover, purchase and manage images and other digital content. Its award-winning photographers and imagery help customers produce inspiring work which appears every day in the world’s most influential newspapers, magazines, advertising campaigns, films, television programs, books and Web sites. Visit Getty Images at http://www.GettyImages.com to learn more about how the company is advancing the unique role of digital media communications and business, and enabling creative ideas to come to life.
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Getty Images does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as required by law.
The information contained in this press release is neither an offer to purchase nor a solicitation to sell securities of Getty Images.
Getty Images, Inc.
Investors:
SVP and Chief Financial Officer
Jeffrey Dunn, 206-925-6535
jeffrey.dunn@gettyimages.com
or
Media:
Senior Director, Communications
Bridget Russel, 206-925-6405
bridget.russel@gettyimages.com
