Getty Images Holdings, Inc.GETY
Getty Images Holdings, Inc. Debt Disclosure
DEBT
Debt included the following:
| (In thousands) | Year end December 31, | ||||||||||
| 2024 | 2023 | ||||||||||
| Senior Notes | $ | 300,000 | $ | 300,000 | |||||||
| USD Term Loans | 579,200 | 637,000 | |||||||||
EUR Term Loans1 | 435,190 | 463,588 | |||||||||
| Adjusted for: issuance costs, premiums and discounts amortized to interest expense | 34 | (1,930) | |||||||||
| Long-term debt – net | $ | 1,314,424 | $ | 1,398,658 | |||||||
1 The table above converted the EUR Term Loans to USD using currency exchange rates as of those dates.
In February of 2019, the Company issued $300.0 million of Senior Unsecured Notes (“Senior Notes”) and entered into a senior secured credit facility (“Credit Facility”) consisting of (i) a $1,040.0 million term loan facility (“USD Term Loans”), (ii) a €450.0 million term loan facility (“EUR Term Loans”) (together with the USD Term Loans the “Term Loans”) and (iii) an $80.0 million revolving credit facility that could be upsized to $110.0 million (“Revolver”).
On May 4, 2023, the Company amended the then existing Credit Agreement to among other things, (i) upsize the total amount of commitments under the revolving credit facility capacity from $80.0 million to $150.0 million and (ii) extend the maturity of the revolving credit facility until May 4, 2028. The revolving facility is also subject to a springing maturity of 180 days inside any earlier maturity of Senior Notes or Term Loans (prior to the Amendment Effective Date) or Term B-1 Loans (on and after the Amendment Effective Date) with an aggregate principal amount exceeding $100.0 million. The revolving credit facility remains undrawn. The Company accounted for this amendment as a modification of the existing revolving credit facility. The unamortized debt issuance costs and the fees incurred to amend the revolving credit facility will be amortized over the term of the new revolving credit facility. The Company incurred unused commitment fees of $0.7 million during each of the years ended December 31, 2024, 2023 and 2022.
The Senior Notes are due March 1, 2027, and bear interest at a rate of 9.750% per annum. Interest on the notes is payable semi-annually on March 1 and September 1 of each year. The Company may redeem the Senior Notes earlier than March 1, 2027, subject to prepayment premiums.
Prior to the Amendment Effective Date, the Term Loans were set to mature in 2026. The Company may voluntarily prepay loans or reduce commitments under the Credit Facility without premium or penalty. The Company made voluntary prepayments of $57.8 million on its outstanding USD term loans during the year ended December 31, 2024. The prepayments were made using cash on hand and did not result in any prepayment penalties. The prepayments reduced the principal balance and interest expense on the term loans.
In August of 2022, the Company utilized proceeds from its Business Combination along with cash on hand to repay $300.0 million of outstanding indebtedness on its USD Term Loans. In accordance with ASC 470-50-40-2 - Debt - Modifications and Extinguishments, the Company recorded a loss on extinguishment of debt of $2.7 million for the year ended December 31, 2022, in the Consolidated Statements of Operations related to this payment. The loss on extinguishment of debt represents the acceleration of amortization of issuance costs and debt discount related to the $300.0 million payment. Under the terms of the Credit Facility, the prepayment of $300.0 million was applied against the quarterly installments of $2.6 million. As of the Amendment Effective Date, the USD Term Loans have been repaid in full.
The face value of the EUR Term Loans was €419.0 million as of both December 31, 2024 and 2023, respectively, converted using currency exchange rates as of those dates. As of the Amendment Effective Date, the EUR Term Loans have been repaid in full.
The Credit Facility required a principal payment with the net cash proceeds of certain events and up to 50% of excess cash flow (subject to reduction based on the achievement of specified net first lien leverage ratios). The Amended Credit Agreement requires a principal payment of the Term B-1 Loans with the net cash proceeds of certain events and of the Dollar Fixed Rate Term B-1 Loans with up to 50% of excess cash flow (subject to reduction based on the achievement of specified net first lien leverage ratios). No excess cash flow principal payment was required for the years ended December 31, 2024 and 2023 based on the net first lien leverage ratio.
The obligations under the Credit Facility were and the obligations under the Amended Credit Agreement continue to be secured by a first priority lien on substantially all of the loan parties’ assets.
On February 2, 2023, the Company amended the then existing Credit Facility to replace LIBOR with Adjusted Term SOFR on the USD Term Loans effective from the start of the next interest period thereafter. For the USD Term Loans, the interest rate for base rate loans was 3.50% plus the greater of the prime rate in effect, the NYFRB Rate plus 0.5% or the Adjusted Term SOFR rate for a one-month interest period plus 1.0%. The interest rate for Term Benchmark loans with respect to the USD Term Loans was the sum of the applicable rate of 4.50%, plus the Adjusted Term SOFR rate. The Adjusted Term SOFR rate was the greater of the Term SOFR rate for the applicable interest period plus 0.10% or 0.00%. The Term SOFR Rate for the applicable interest period, was the rate per annum published by the CME Term SOFR Administrator and identified by Administrative Agent as the forward-looking term rate based on SOFR at approximately 5:00 a.m. Chicago time, two U.S. Government Securities Business Days prior to the first day in such interest period. For the EUR Term Loans, the interest rate for loans was the sum of the applicable rate of 5.0%, plus the Adjusted Eurodollar rate. The Eurodollar rate was defined as the greater of the EURIBOR Screen rate per annum for deposits of Euro for the applicable interest period as of approximately 11:00 a.m. Brussels time two business days prior to the first day in such interest period, or 0.0%. The Adjusted Eurodollar rate was defined as the interest rate per annum (rounded upward, if necessary, to the next 1/16 of 1%), equal to the Eurodollar Rate for the interest period multiplied by the Statutory Reserve Rate. The USD Term loans had an average interest rate of 9.67%, 9.55% and 6.00% for the years ended December 31, 2024, 2023 and 2022, respectively. The EUR Term loans had an average interest rate of 8.64%, 8.21% and 5.27% for the years ended December 31, 2024, 2023 and 2022, respectively.
Debt issuance costs and discounts related to the Senior Notes and Term Loans are reported in the Consolidated Balance Sheet as a direct deduction from the face amount of the debt. These costs are amortized as a component of “Interest expense” in the Consolidated Statements of Operations utilizing the effective interest method. The Company was compliant with all debt covenants and obligations at December 31, 2024 and December 31, 2023.
On February 21, 2025, the Company entered into a Second Incremental Commitment Amendment and Third Amendment to Credit Agreement, which amended the existing credit agreement. See “Note 23 — Subsequent Events” for further details.
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About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.