CC Neuberger Principal Holdings II (NYSE:PRPB) announced this morning that its shareholders approved its combination with visual content marketplace Getty, at a special meeting July 19.
The parties did not disclose redemption figures in either their press release or initial 8-K on the vote. But, CC Neuberger II supplemented its $831 million trust with a $200 million forward purchase agreement (FPA) and a $300 million backstop at deal announcement.
It secured an additional $75 million for the PIPE back in December and the deal did not include a minimum cash condition for the SPAC beyond listing requirements, while placing limits on Getty’s debt levels at close.
CC Neuberger II hopes to ease Getty’s debt load through the transaction while also returning it to public markets as it looks to roll up peers. An updated investor presentation from December revealed that Getty expects to pay down $75 million in additional debt through the recent financing for a total of $1.24 billion to be wiped off its books through the deal.
The deal is now expected to close July 22, after which the combined company’s shares and warrants are to trade on the NYSE under the symbols “GETY” and “GETY.WS”, respectively.
The parties initially announced their $4.8 billion combination on December 10. Seattle-based Getty serves about 1 million customers, licensing them visual content from about 450,000 contributors covering about 160,000 news, sport and entertainment events annually.
ADVISORS
- Rothschild & Co 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 to CC Neuberger Principal Holdings II
- 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.
- Weil Gotshal & Manges LLP is acting as legal counsel to Getty Images
- 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.
- Jones Day is acting as legal counsel and PJT Partners is acting as financial advisor to Koch Equity Development.
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