Getty Images, Inc. (NYSE:GYI) announced today that it has amended its offer to exchange up to $265.0 million aggregate principal amount of its newly issued 0.5% Convertible Subordinated Debentures, Series B due 2023 (the "New Debentures") for an equal amount of its outstanding 0.5% Convertible Subordinated Debentures due 2023 (the "Outstanding Debentures").
Getty Images has amended the terms of the exchange offer to include a feature in the New Debentures pursuant to which it may redeem the New Debentures in whole or in part at any time on and after June 13, 2008 until June 12, 2009 for cash only if the closing sale price of its common stock is greater than 125% of the base conversion price (initially $61.08) of the New Debentures for at least 20 trading days in a 30 consecutive trading day period. On or after June 13, 2009, Getty Images may redeem all or any portion of the New Debentures at any time for cash, regardless of the closing sale price of its common stock. The full terms of the exchange offer, a description of the New Debentures and the material differences between the New Debentures and the Outstanding Debentures and other information relating to the exchange offer and Getty Images are set forth in Amendment No. 2 to the Company's Registration Statement on Form S-4, and the prospectus included therein, as filed with the Securities and Exchange Commission on November 30, 2004 (the "Registration Statement").
In addition, the exchange offer has been extended to midnight, New York City time, on December 14, 2004 (the "Expiration Time"). Holders must tender their Outstanding Debentures prior to the Expiration Time if they wish to participate in the exchange offer. As of 5:00 p.m., New York City time, on Monday, November 29, 2004, $1,695,000 aggregate principal amount of the Outstanding Debentures had been tendered in the exchange offer.
Goldman, Sachs & Co. is the dealer manager and Georgeson Shareholder Communications, Inc. is the information agent for the exchange offer. Additional details regarding the exchange offer are described in the Registration Statement. Copies of the prospectus and the related letter of transmittal may be obtained from The Bank of New York, which is serving as the exchange agent for the exchange offer. The Bank of New York's address, telephone and facsimile number are as follows:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - Floor 7E
New York, NY 10286
Telephone: 212-815-6331
Fax: 212-298-1915
A registration statement relating to the New Debentures has been filed with the Securities and Exchange Commission but has not yet become effective. The New Debentures may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of the New Debentures in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.
Some of the statements in this press release may constitute "forward-looking statements." These statements are based on management's expectations, assumptions and projections about Getty Images and its industry as of the time the statements are made. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause our actual results to differ materially from our past performance and our current expectations, assumptions and projections. Differences may result from actions taken by the company as well as from risks and uncertainties beyond the company's control. These risks and uncertainties include, among others, the risks associated with currency fluctuations, changes in the economic, political, competitive and technological environments, and the risks associated with system security, upgrades, updates and service interruptions. The foregoing list of risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect future performance, please review the reports filed by Getty Images with the Securities and Exchange Commission, in particular our Form 10-Q for the quarter ended September 30, 2004 and Annual Report on Form 10-K for the year ended December 31, 2003. Except as required by law, Getty Images undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or other events.
About Getty Images
Getty Images is the world's leading imagery company, creating and providing the largest and most relevant collection of still and moving images to communication professionals around the globe. From news and sports photography to contemporary and archival imagery, Getty Images' products are found each day in newspapers, magazines, advertising, films, television, books and Web sites. Gettyimages.com, is the first place customers turn to search, purchase and download powerful imagery. Seattle-headquartered Getty Images is a global company with customers in more than 100 countries.