Getty Images has agreed to merge with a blank-check firm backed by CC Capital and Neuberger Berman, returning a company bearing one of the most storied names in business to the public market.
The deal values the Seattle-based licensing provider of stock and news photos at $4.8 billion including debt, according to a statement. The agreement with special purpose acquisition company CC Neuberger Principal Holdings II involves a total equity investment of $1.2 billion. That includes funds raised by the SPAC and a $150 million private investment in public equity, or PIPE.
Getty is valued in the transaction at 15.2 times an estimated $315 million in adjusted earnings before interest, taxes, depreciation and amortization for 2022, the companies said. The SPAC is led by former Blackstone Group Inc. senior managing director Chinh E. Chu.
The 26-year-old company initially favored a traditional initial public offering before picking CC Neuberger, which will invest $600 million in the transaction, Getty Chief Executive Officer Craig Peters said in an interview.
“It was really about CC Neuberger, I think much more so than it was about SPAC or IPO,” Peters said. “That quantum of capital and that certainty and a partner that was very vested in the transaction and believed in the Getty business is really what differentiated them.”
Proceeds from the deal will primarily go toward reducing debt, Peters said. The remainder of the capital will allow Getty to invest in organic growth, he said.
Peters, who joined Getty in 2007 and became CEO in 2019, will continue to lead the company.
Getty was taken private by the buyout firm Hellman & Friedman in a $2.4 billion transaction in 2008. Hellman & Friedman sold a controlling stake in the company to Carlyle Group Inc. through a $3.3 billion deal in 2012. The Getty family took control of the company in 2018, acquiring Carlyle’s stake. Later that year, Koch Industries Inc.’s investment arm took a minority stake in the business, according to a statement.
The directors of the combined company will be appointed by the Getty family, Koch and the SPAC’s sponsor. Co-founder Mark Getty, the grandson of oil magnate J. Paul Getty, will continue as chairman.
“As a public company Getty Images will be able to aggressively invest in more product and service solutions to address the needs of all of our customers,” Getty said in the statement. “This will cement and enhance our position as the first-place people turn to discover, purchase, and share powerful visual content from the world’s best photographers and videographers.”
CC Neuberger Principal Holdings II raised $828 million in its initial public offering in July 2020, including so-called greenshoe shares. In addition to Chu, the SPAC is led by Matthew Skurbe, Douglas Newton, Jason K. Giordano, Charles Kantor and others at CC Capital and Neuberger Berman.
The transaction must still be approved by the SPAC’s shareholders. The combined company’s shares are expected to trade on the New York Stock Exchange under the symbol GETY.