ITEM 7.01 Regulation FD Disclosure
As previously announced, CC Neuberger Principal Holdings II, a Cayman Islands exempted company (“CCNB”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Vector Holding, LLC, a Delaware limited liability company and wholly-owned subsidiary of CCNB (“New CCNB”), Griffey Global Holdings, Inc., a Delaware Corporation (the “Company”) and certain other parties thereto. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.”
On May 16, 2022, Getty Images, Inc., a subsidiary of the Company, posted its first quarter 2022 results to its lenders and the holders of its senior unsecured notes. The Company’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1993, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
In connection with the Business Combination, among the Company, CCNB,
New CCNB and the other parties to the Business Combination Agreement, New CCNB has filed a registration statement on Form S-4 (File No.
333-262203) (as may be amended from time to time, the “Registration Statement”) that includes a preliminary proxy
statement of CCNB and a preliminary prospectus of New CCNB, and after the Registration Statement is declared effective, CCNB will mail
a definitive proxy statement/prospectus relating to the Business Combination to CCNB’s shareholders. The Registration Statement,
including the proxy statement/prospectus contained therein, when declared effective by the SEC, contains important information about the
Business Combination and the other matters to be voted upon at a meeting of CCNB’s shareholders to be held to approve the Business
Combination (and related matters). This Current Report does not contain all the information that should be considered concerning the Business
Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of
such matters. New CCNB and CCNB may also file other documents with the SEC regarding the Business Combination. CCNB shareholders and other
interested persons are advised to read the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy
statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important
information about New CCNB, CCNB, the Company and the Business Combination.
When available, the definitive proxy statement/prospectus and other
relevant materials for the Business Combination will be mailed to CCNB shareholders as of a record date to be established for voting on
the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive
proxy statement/prospectus and other documents filed or that will be filed with the SEC by CCNB through the website maintained by the
SEC at www.sec.gov, or by directing a request to CC Neuberger Principal Holdings II, 200 Park Avenue, 58th Floor, New York, New York 10166.
Participants in the Solicitation
CCNB, the Company and their respective directors and officers may be
deemed participants in the solicitation of proxies of CCNB shareholders in connection with the Business Combination. CCNB shareholders
and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of CCNB and a
description of their interests in CCNB is contained in CCNB’s final prospectus related to its initial public offering, dated July
30, 2020 and in CCNB’s and New CCNB’s subsequent filings with the SEC. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to CCNB shareholders in connection with the Business Combination and other
matters to be voted upon at the Shareholder Meeting will be set forth in the Registration Statement for the Business Combination when
available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business
Combination has been included in the Registration Statement that CCNB filed with the SEC. You may obtain free copies of these documents
as described in the preceding paragraph.
Forward Looking Statements
This report may contain a number of “forward-looking statements”
as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning CCNB’s
or the Company’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry
environment, potential growth opportunities and the effects of regulation, including whether the Business Combination will generate returns
for shareholders. These forward-looking statements are based on CCNB’s or the Company’s management’s current expectations,
estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this report, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose”
and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify
forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of
which are outside the Company’s or CCNB’s management’s control, that could cause actual results to differ materially
from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include,
but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that
may be instituted against CCNB, the combined company or others following the announcement of the Business Combination and any definitive
agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain approval of
the shareholders of CCNB, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (d) changes
to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the Business Combination; (e) the ability to meet the applicable stock exchange
listing standards following the consummation of the Business Combination; (f) the inability to complete the private placement transactions
contemplated by the Business Combination Agreement and related agreements and the transactions contemplated by the forward purchase agreement
or backstop agreement or close the sale of the forward purchase securities or backstop securities, as applicable; (g) the risk that the
Business Combination disrupts current plans and operations of the Company or its subsidiaries as a result of the announcement and consummation
of the transactions described herein; (h) the ability to recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (i) costs related to the Business Combination; (j) changes in
applicable laws or regulations, including legal or regulatory developments (such as the SEC’s statement on accounting and reporting
considerations for warrants in special purpose acquisition companies) which could result in the need for CCNB to restate its historical
financial statements and cause unforeseen delays in the timing of the Business Combination and negatively impact the trading price of
CCNB’s securities and the attractiveness of the Business Combination to investors; (k) the possibility that the Company may be adversely
affected by other economic, business, and/or competitive factors; (l) the Company’s estimates of expenses and profitability and
(m) other risks and uncertainties indicated from time to time in the final prospectus of CCNB, including those under “Risk Factors”
therein, and other documents filed or to be filed with the SEC by CCNB. You are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and the Company and CCNB assume no obligation and, except
as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither the Company nor CCNB gives any assurance that either the Company or CCNB will achieve its expectations.
Disclaimer
This report relates to a proposed business combination between the
Company and CCNB. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction.
