Getty Images, Inc. executed a term sheet, to acquire CC Neuberger Principal Holdings II (NYSE:PRPB) from CC Neuberger Principal Holdings II Sponsor, LLC and others in a reverse merger transaction on September 17, 2021. Getty Images, Inc. entered into a business combination agreement to acquire CC Neuberger Principal Holdings II (NYSE:PRPB) from CC Neuberger Principal Holdings II Sponsor, LLC and others in a reverse merger transaction on December 9, 2021. The business combination values Getty Images at an enterprise value of $4.8 billion, representing a multiple of approximately 15.2x of enterprise value to 2022E Adj. EBITDA of $315 million. The total equity investment of approximately $1.2 billion raised in this transaction will be used to pay down existing debt and conservatively capitalize Getty's balance sheet for the future. In the event the cash in CC Neuberger's trust account is reduced by redemptions, an affiliate of CC Neuberger's sponsor will backstop redemptions for up to $300 million (subject to availability of capital in accordance with the terms of the backstop). With the $300 million backstop, as well as a $200 million forward purchase agreement provided by an affiliate of the CC Neuberger sponsor and $150 million in PIPE financing, this transaction has been structured to provide for a high degree of capital certainty. As of December 28, 2021, Multiply Group announced the signing of a binding commitment for Multiply to make an additional $75 million PIPE investment, on the same terms as the existing PIPE investors, in CC Neuberger's business combination. Additionally, existing common equity shareholders will roll 100% of their equity in the transaction and together with existing preferred shareholders are expected to own approximately 64% of the combined company at closing. In connection with the closing of the transaction, CC Neuberger will merge into a subsidiary of Getty Images Holdings, Inc, a newly formed Delaware corporation that will continue as the publicly traded company and parent of Getty Images. Upon closing of the transaction, a newly formed parent company of Getty Images will become a publicly traded company, and its common stock is expected to be listed on the New York Stock Exchange under the symbol "GETY."

Craig Peters, who joined Getty Images in 2007 and has served as CEO since 2019, will continue to lead the business post-transaction. The Board of Directors of the combined company will include a group of deeply experienced operators, public company executives and investors appointed by the Getty Family, Koch Equity Development, and the CC Neuberger sponsor. Mark Getty, the Co-Founder of Getty Images, will continue as Chairman. Effective January 4, 2022, Milena Alberti-Perez is departing the role of Chief Financial Officer of Getty Images. Getty Images also announced that effective January 4, 2022, Getty Images has appointed Jennifer Leyden as Chief Financial Officer. A majority of the directors will be independent, consistent with the applicable listing rules of the New York Stock Exchange. The transaction is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of CC Neuberger. The transaction has been unanimously approved by the Board of Directors of CC Neuberger and the Board of Directors of Getty Images. At the Extraordinary General Meeting of Shareholders held on July 19, 2022, CC Neuberger shareholders voted to approve and adopt the business combination with Getty Images. The transaction is expected to close in the first half of 2022. The business combination is expected to close on July 22, 2022, subject to the satisfaction or waiver of customary closing conditions.

Rothschild & Co US Inc. is serving as lead financial advisor to CC Neuberger Principal Holdings II, Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are serving as capital markets advisors, and Solomon Partners served as a financial advisor providing a fairness opinion to the Board of CC Neuberger. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as financial advisors to Getty Images. Kyle C. Krpata, James R. Griffin, Mei Dan, Heather Emmel, Helyn Goldstein, Chayim Neubort, Amy Rubin, Steven Margolis, P.J. Himelfarb, Charan Sandhu, Gabriel Gregson, Shawn Cooley, Nathan Cunningham, Vadim Brusser, Gary Friedman of Weil Gotshal & Manges LLP is acting as legal counsel to Getty Images, Lauren M. Colasacco, Peter Seligson, Benjamin M. Schreiner, Vivek Ratnam and Scott D. Price of Kirkland & Ellis LLP is acting as legal counsel to CC Neuberger. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel and Berenson & Company LLC is acting as financial advisor to the Getty Family. DANIEL J MICHAELS of Jones Day is acting as legal counsel and PJT Partners is acting as financial advisor to Koch Equity Development. Robert W. Downes of Sullivan & Cromwell LLP represented Credit Suisse Securities LLC (U.S.), Goldman Sachs & Co. LLC (U.S.), JP Morgan Securities LLC (U.S.) and Citigroup Global Markets Inc. (U.S.) as joint private placement agents in connection with the business combination agreement. CCNB has agreed to pay Solomon an aggregate fee of $2 million for its services, which fee was earned upon delivery of its opinion and which fee is payable upon the completion of CCNB's initial business combination. Morrow & Co., LLC served as proxy solicitor to CCNB. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent to CCNB.