Getty Images extends consent solicitation for 0.5% convertibles

By Laura Lutz

Des Moines, Jan. 18 - Getty Images, Inc. extended its solicitation of consents from holders of its $265 million principal amount of 0.5% convertible subordinated debentures, series B, due 2023 to 5 p.m. ET on Jan. 24 from Jan. 17.

The Seattle-based photograph and imagery company is seeking to amend the indenture governing the notes and to waive an alleged or existing default.

On Nov. 29, Getty Images received a notice of default from holders of more than 25% of the notes claiming that the company's failure to file its 10-Q report for the third quarter with the Securities and Exchange Commission was a default.

Getty Images disputes the default, saying it does not believe the indenture contains "an express covenant" requiring it to provide periodic reports such as the 10-Q. While section 314(a) of the Trust Indenture Act of 1939 is incorporated in the indenture by reference, the company does not believe the Act requires filings either.

However, Getty Images is seeking to amend the indenture to specify that no notice of default delivered to the company on or before March 2 for failure to file the third-quarter 10-Q or 10-K annual report for 2006 will have any effect if the company files the reports by May 1.

Getty Images will pay $5.00 per $1,000 principal amount of debentures to holders who deliver consents by the deadline.

Consents from holders of a majority of the convertibles are needed for the amendment and waiver.

Goldman, Sachs & Co. is solicitation agent (800 828-3182 or call collect 212 357-0775), and D.F. King & Co., Inc. is information agent (800 488-8095 or call collect 212 269-5550).

The company announced on Nov. 9 that its board of directors had established a special committee to conduct an internal investigation relating to stock option grants and related accounting and that it would delay filing of the 10-Q until the committee's report is complete.

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