Sec Form 13D Filing - Neuberger Berman Group LLC filing for Getty Images Holdings Inc. (GETY) - 2022-08-01

---

CUSIP NO. 374275105

Page 3 of 13 Pages

---

CUSIP NO. 374275105

Page 5 of 13 Pages

The class of equity securities to which this statement on Schedule 13D relates is the Class A common stock, par value $0.0001 per share (the “Securities”) of Getty Images Holdings, Inc., a Delaware corporation (the “Issuer”), having its principal place of business at 605 5th Ave S., Suite 400, Seattle, WA 98104.

i.

Neuberger Berman Group LLC (“NB Group”);

iii.

Neuberger Berman Investment Advisers LLC (“NBIA”).

This statement on Schedule 13D relates to the Securities held for the accounts of Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS Master Fund”). NBIA serves as investment adviser to NBOKS Master Fund and, in such capacity and by virtue of the provisions of Rule 13d-3 under the Act, exercises voting or investment power over the shares held directly by NBOKS Master Fund.  NBIA Holdings is the holding company of NBIA and a subsidiary of NB Group.

NB Group is the parent company of multiple subsidiaries engaged in the investment advisory business.

NBIA Holdings is a subsidiary of NB Group and the holding company of NBIA, and certain other subsidiaries engaged in the investment advisory business.

NBIA is an investment adviser registered under the Investment Advisers Act of 1940 as amended (the “Advisers Act”). As a registered investment adviser (“RIA”), NBIA provides investment advisory services to institutions, endowments, employee benefit plans, foundations, private funds, offshore public funds (collectively, “Institutions”) and investment companies registered under the Investment Company Act of 1940, as amended (“Mutual Funds”). As an RIA, NBIA provides discretionary investment advisory services to private investors.

The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below.

Joseph Amato

Sharon Bowen

Robert D’Alelio

Michele Docharty

Steven Kandarian

George Walker

Richard Worley

George Walker, Chief Executive Officer

Joseph Amato, President

Andrew Komaroff, Executive Vice President and Chief Operating Officer

Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary

William Arnold, Executive Vice President and Chief Financial Officer

Michael Chinni, Treasurer

Leo Anthony Viola, Controller

Joseph Amato

Kenneth deRegt

Vanessa Rosenthal

Bradley Tank

Stephen Wright

Joseph Amato, President - Equities and Chief Investment Officer – Equities

Bradley Tank, President - Fixed Income and Chief Investment Officer – Fixed Income

Lawrence Kohn, Chief Operating Officer – Private Asset Management and Managing Director

Kenneth deRegt, Chief Operating Officer – Fixed Income and Managing Director

Patrick Deaton, Chief Operating Officer – NBAIM and Managing Director

Paul Lanks, Chief Operating Officer – PWM

Vanessa Rosenthal, Chief Operating Officer – Institutional Equity and Multi-Asset

Brian Kerrane, Head of Mutual Fund Administration and Managing Director

Brad Cetron, Chief Compliance Officer, Head of Compliance and Managing Director

Michael Chinni, Treasurer and Senior Vice President

Leo Anthony Viola, Controller and Senior Vice President

Savonne Ferguson, Chief Compliance Officer – Mutual Funds and Senior Vice President

The Securities reported herein as beneficially owned by the Reporting Persons were acquired using the working capital of NBOKS Master Fund.

On December 9, 2021, CC Neuberger Principal Holdings II (“CCNB2”) entered into a Business Combination Agreement with Vector Holding, LLC (n/k/a Getty Images Holdings, Inc., or the Issuer), Griffey Global Holdings, Inc. (“Getty Images”) and other parties pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, the Issuer converted into a corporation incorporated in the state of Delaware (the “Domestication”) and each of CCNB2 and Getty Images merged with separate wholly-owned subsidiaries of the Issuer.  These transactions contemplated by the Business Combination Agreement (the “Business Combination”) were approved by a majority of the CCNB2 shareholders at an extraordinary general meeting of the CCNB2 shareholders held on July 19, 2022, and were consummated on July 22, 2022.  In connection with the Business Combination, Vector Holding, LLC was renamed Getty Images Holdings, Inc.

In connection with the consummation of Business Combination, and pursuant to a Forward Purchase Agreement, dated August 4, 2020, entered into with CCNB2 (the “Forward Purchase Agreement”), as amended by the side letter agreement, dated December 9, 2021 (the “NBOKS Side Letter”), which assigned CCNB2’s obligations under the Forward Purchase Agreement to the Issuer, NBOKS Master Fund acquired 20,000,000 Securities and 3,750,000 warrants to purchase one Security at $11.50 per share (the “Warrants”), for an aggregate purchase price of $200,000,000, in a private placement that closed concurrently with the closing of the Business Combination.  The Forward Purchase Agreement and NBOKS Side Letter are described in more detail in Item 6 herein.

Also in connection with the Business Combination, and pursuant to a Backstop Facility Agreement, dated November 16, 2020, entered into with CCNB2 (the “Backstop Agreement”), as amended by the NBOKS Side Letter, which assigned CCNB2’s obligations under the Backstop Agreement to the Issuer, NBOKS Master Fund acquired 30,000,000 Securities for an aggregate purchase price of $300,000,000, in a private placement that closed concurrently with the closing of the Business Combination.  The Backstop Agreement and NBOKS Side Letter are described in more detail in Item 6 herein.

CC Neuberger Principal Holdings II Sponsor LLC (“Sponsor”) is owned by two entities: CC NB Sponsor 2 Holdings LLC (“CC”) and NBOKS Master Fund.  Accordingly, the Reporting Persons share voting and investment power over, and thus beneficially own, the Securities held by Sponsor.  Sponsor directly holds 30,464,000 Securities, 18,560,000 Warrants, 2,558,000 shares of Series B-1 common stock and 2,558,000 shares of Series B-2 common stock (together with the Series B-1 common stock, “Series B common stock”).  The Reporting Persons’ beneficial ownership of the Securities held by Sponsor, as reported herein, is limited to NBOKS Master Fund’s percentage ownership of Sponsor’s units.  Sponsor is subject to a 9.8% conversion blocker on the Warrants, which operates to prevent Sponsor from currently exercising 17,674,511 Warrants because that would result in Sponsor’s beneficial ownership exceeding 9.8% (the “Sponsor Blocker”).  The Sponsor Blocker is not applicable to NBOKS Master Fund, including not applicable to any Warrants received by NBOKS Master Fund upon distribution from Sponsor, and so the beneficial ownership reported herein reflects NBOKS Master Fund’s full proportionate interest in the Warrants held by Sponsor (i.e., not limited by the Sponsor Blocker).

2,558,000 shares of Series B-1 common stock and 2,558,000 shares of Series B-2 common stock were issued, together with 20,464,000 Securities and 18,560,000 Warrants, to Sponsor in exchange for the Class B ordinary shares and private placement warrants of CCNB2 held directly by Sponsor upon consummation of the Domestication and the Business Combination and in accordance with a side letter dated December 9, 2021, by and among Sponsor, CC, NBOKS Master Fund, CCNB2 and the Issuer, among others (the “Sponsor Side Letter”).  Each of the Series B common stock represents unvested, non-voting interests in the Issuer.  Shares of Series B-1 common stock convert automatically into Securities on a one-for-one basis on the first date on which the daily volume weighted average price of the Securities is greater than or equal to $12.50 for a period of at least 20 days out of 30 consecutive days on which the Securities are actually traded on the New York Stock Exchange (“NYSE”).  Shares of Series B-2 common stock convert automatically into Securities on a one-for-one basis on the first date on which the daily volume weighted average price of the Securities is greater than or equal to $15.00 for a period of at least 20 days out of 30 consecutive days on which the Securities actually traded on the NYSE.  Until such pricing conditions are met, however, the Reporting Persons do not have the right to acquire the Securities underlying the Series B common stock.  Further, the Series B common stock has no voting rights prior to conversion.  Accordingly, the Securities underlying the shares of Series B common stock have been excluded from the Reporting Persons’ beneficial ownership as reported herein.  Any shares of Series B common stock that have not converted into Securities by the tenth anniversary of the closing of the Business Combination shall be automatically forfeited.  The foregoing description of the Sponsor Side Letter does not purport to be complete and is qualified in its entirety by reference to the Sponsor Side Letter, which is filed as an exhibit hereto and incorporated by reference herein.

In addition, concurrently with the execution of the Business Combination Agreement, CCNB2 and the Issuer entered into a Subscription Agreement with Sponsor dated December 9, 2021 (the “Subscription Agreement”), pursuant to which Sponsor agreed to subscribe for and purchase, on the date of the closing of the Business Combination, an aggregate 10,000,000 Securities for a purchase price of $10.00 per share (the “PIPE Shares”).  The Subscription Agreement provides for certain customary registration rights for the PIPE Shares.  The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

The responses to Item 3 and Item 5 of this Schedule 13D are incorporated by reference herein.

The Securities reported herein over which the Reporting Persons may be deemed to have beneficial ownership were acquired for investment purposes.  The Reporting Persons expect to review from time to time their investment in the Company and may, depending on the market and other conditions: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise; and (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them.

Also, consistent with their investment intent, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Issuer’s board of directors (the “Board”) regarding the Issuer, including but not limited to its operations, governance and control.

---

CUSIP NO. 374275105

Page 9 of 13 Pages

---

CUSIP NO. 374275105

Page 10 of 13 Pages

---

CUSIP NO. 374275105

Page 11 of 13 Pages

---

CUSIP NO. 374275105

Page 12 of 13 Pages

---

CUSIP NO. 374275105

Page 13 of 13 Pages