Getty Images solicits consents for 0.5% convertibles

New York, Jan. 4 - Getty Images, Inc. announced a solicitation of consents from holders of its $265 million principal amount of 0.5% convertible subordinated debentures, series B, due 2023.

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

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

Getty 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, Getty also does not believe the Act requires filings either.

However, Getty 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 will pay $5.00 per $1,000 principal amount of debentures to holders that deliver consents by the deadline of 5 p.m. ET on Jan. 17.

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

Getty 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.

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).

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