M&A - Getty Images Holdings, Inc.

Form Type: 425

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025028329

Filing Summary: Getty Images Holdings, Inc. filed a Form 425 regarding its ongoing merger efforts with Shutterstock, Inc. The document indicates that Getty Images has received a Second Request from the US Department of Justice as part of the regulatory review process, which is a standard procedure in such transactions. The closing of the merger is targeted for the second half of 2025. Getty Images filed a preliminary registration statement on Form S-4 on March 31, 2025, that includes an information statement and proxy statement/prospectus related to the shares of Getty Images’ common stock to be issued in the merger. Until the completion of the merger, both companies will operate independently. The communication emphasizes that this does not constitute an offer to buy or sell securities, and investors are encouraged to read all relevant SEC filings carefully before making any decisions. The potential risks associated with the merger are outlined, indicating factors that could affect the finalization of the transaction and its integration.

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Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000162828025016275

Filing Summary: On April 2, 2025, Getty Images Holdings, Inc. announced it has received a Request for Additional Information and Documentary Material from the U.S. Department of Justice regarding the Merger with Shutterstock, Inc. This request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act until 30 days after both companies comply with the request. The merger is subject to regulatory and Shutterstock stockholder approval. Both companies expect to close the Merger in the second half of 2025. An updated preliminary registration statement on Form S-4 was filed on March 31, 2025, regarding this proposed transaction.

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Form Type: S-4

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000101376225004383

Filing Summary: Getty Images Holdings, Inc. and Shutterstock, Inc. have entered into a proposed merger agreement effective January 6, 2025. The merger involves merging subsidiaries of both companies, with Shutterstock becoming a wholly owned subsidiary of a holding company (HoldCo) created through this merger. Subsequently, HoldCo will be merged into Getty Images, making it a subsidiary of Getty Images. Shareholders of Shutterstock will have the option to choose between cash and stock considerations for their shares. The decision requires a majority approval from Shutterstock's stockholders. The agreement has been endorsed by the boards of directors of both companies, and Shutterstock plans to hold a special virtual meeting to vote on the merger. The implied value of the total consideration varies depending on market conditions at the time of shareholder voting, with significant implications for both existing shareholders of Getty Images and Shutterstock.

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Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125001389

Filing Summary: Shutterstock, Inc. filed a Rule 425 communication concerning its proposed acquisition of Getty Images Holdings, Inc. Both companies remain separate and independent until finalization of the acquisition. The document discusses the ongoing operations under their current brands and reassures contributors that nothing will change immediately. Shutterstock plans to file a proxy statement with the SEC, which will be part of the registration statement on Form S-4 submitted by Getty Images. The proxy statement will include critical information for investors about the acquisition and will be accessible on both companies' respective websites and the SEC's website. Participants in the solicitation include directors and executive officers from both companies, details of which will be provided in future filings. Important forward-looking statements regarding the potential challenges and risks of the acquisition are highlighted, including the need for regulatory and stockholder approvals and issues related to integration and operational continuity.

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Form Type: 425

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000968

Filing Summary: Shutterstock, Inc. filed a Rule 425 communication regarding its acquisition of Getty Images Holdings, Inc. It was announced that Paul would step down as CEO, with Craig Peters assuming the role at the newly combined company, Getty Images. The distribution of board seats will have Shutterstock with 4 and Getty Images with 7. Shutterstock plans to maintain its brand identity post-acquisition, emphasizing a commitment to continuing investments in related brands like Envato and GIPHY. The document outlines the importance of strategic clarity for 2025 targets and encourages a focus on well-defined goals as the organizations prepare for integration. Additionally, information on the acquisition process is provided, including the intention to file a proxy statement and registration statement with the SEC. This is part of an ongoing communication strategy to keep stakeholders informed, emphasizing that all relevant documents will be accessible through official SEC channels and the companies' own websites.

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Form Type: 425

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000979

Filing Summary: On January 14, 2025, an acquisition-related communication was filed by Shutterstock, Inc. regarding the proposed transaction with Getty Images Holdings, Inc. This document confirms that both companies will remain separate until closing, allowing business to continue as usual. Shutterstock plans to file a proxy statement with the SEC, which will include an information statement/prospectus about the shares to be issued by Getty Images in relation to the acquisition. Investors are encouraged to read all relevant documents that will be filed with the SEC, including proxy statements and information statements, once available, to better understand the proposed transaction. The filing outlines that discussions regarding proxy solicitations may involve directors and executive officers from both companies and indicates caution regarding forward-looking statements, highlighting the inherent risks and uncertainties involved in the acquisition process. Additionally, it provides information on where investors can access related materials for free.

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Form Type: 425

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125000981

Filing Summary: Shutterstock, Inc. and Getty Images Holdings, Inc. have announced a merger agreement aimed at creating a premier visual content company. The merger is expected to enhance the content library available to customers and expand opportunities for contributors, reinforcing commitments to inclusive and representative content. As independent companies, both will continue business as usual until the transaction closes, anticipated in the second half of 2025. The merger promises strategic benefits such as complementary portfolios, growth investment opportunities, and technological enhancements. Leadership structures include Craig Peters of Getty Images becoming the CEO of the combined company and Paul Hennessy transitioning to a board member role. The announcement also emphasized that current roles, compensation, and procedures remain unchanged until the closing. Integration will only occur post-merger, with expectations and communication around the transition outlined for employees and stakeholders.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925003081

Filing Summary: Getty Images Holdings, Inc. has filed a document regarding its proposed merger with Shutterstock, Inc. The communication discusses the strategic rationale behind the merger, noting it aims to reduce debt and enhance financial stability. The merger is described as a significant transaction involving a 15% reduction in staff over three years, affecting approximately 3,500 employees globally. Craig Peters, CEO, clarified that the merger will involve a 55%-45% ownership split favoring Getty Images. The merger will be a global endeavor unless regulatory hurdles arise. The company expects to file for regulatory approval in various jurisdictions within 15 business days by the end of January 2025. There is a focus on maintaining operations as separate entities until the merger closes. Staff messaging on the merger should allow clients to decide on the solutions best suited for their needs, given that the offerings of Getty Images and Shutterstock differ significantly. Forward-looking statements discuss potential risks involved, including regulatory approvals and integration challenges, emphasizing transparency and communication as the process unfolds.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925003083

Filing Summary: Getty Images Holdings, Inc. announced that it is pursuing a merger with Shutterstock, Inc., aimed at strengthening their capabilities and maintaining product and service offerings, including exclusive content. The communication clarifies that no immediate changes are planned for current agreements and licensing terms during the integration process. Additionally, Getty Images plans to file a registration statement on Form S-4 with the SEC, which will include a joint proxy and information statement/prospectus for stockholders of both companies. Investors are advised to read this document and related filings carefully once available, as these will contain important information about the proposed transaction. The document further specifies that this communication is not a solicitation of proxies or an offer to buy or sell securities, emphasizing the importance of obtaining necessary approvals and the uncertainty surrounding the transaction. Various risks associated with the merger are discussed, including integration challenges and the requirement of timely stockholder approvals.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000730

Filing Summary: Shutterstock has filed a Form 425 related to a proposed acquisition of Getty Images Holdings, Inc. The document indicates there are no immediate changes for customers as a result of the announcement, and both companies continue to operate independently until the deal is closed. Post-acquisition, there are expectations of enhanced benefits for customers, including an expanded content library and improved innovative capabilities such as search functionality and generative AI technologies. Shutterstock intends to file a proxy statement in relation to the acquisition, which will be included in a registration statement on Form S-4 that Getty Images plans to file. The document confirms that the communication is not a solicitation of proxies and outlines that specific directors and executives from both companies may be involved in proxy solicitations related to the transaction. It also emphasizes the importance of reviewing the upcoming registration statement and related documents once available for all relevant information. Additional details regarding risks associated with the transaction are discussed, highlighting potential uncertainties that may affect the expected integration and benefits from the acquisition.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000740

Filing Summary: Shutterstock and Getty Images have signed an agreement to merge, aiming to create a premier visual content company that capitalizes on the strengths of both brands. The merger is expected to enhance the content library available to customers, improving growth opportunities in innovative areas such as customer technologies, 3D, and generative AI. Although the agreement has been made, several closing conditions must still be satisfied, including shareholder and regulatory approvals. The targeted closing for the merger is in the second half of 2025, during which both companies will operate independently. Further communication will be provided through an FAQ document and a scheduled All Hands meeting. The merger process also involves a proxy statement to be filed with the SEC, which will detail the proposed transaction and related information. Stakeholders are encouraged to review all documents when they become available and to be aware of the risks and uncertainties associated with the merger.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000744

Filing Summary: This document discusses the impending acquisition of Shutterstock, Inc. by Getty Images Holdings, Inc. It provides a FAQ section addressing concerns from current candidates, new joiners, and hiring managers about how the acquisition will affect the hiring process and job offers. Key points include that job offers remain valid and the hiring process will continue as usual until the acquisition closes, which is expected in the second half of 2025. The merger aims to combine the strengths of both companies to enhance growth, innovation, and career development opportunities. No immediate changes to roles, benefits, or salaries are expected pre-closing, and employees will maintain salary and benefits for at least one year post-close. The document also outlines that Shutterstock will file documents with the SEC regarding the transaction, including a proxy statement and information statement/prospectus. It emphasizes transparent communication throughout the merger process, the intended benefits of creating a premier visual content company, and warns of potential risks associated with forward-looking statements regarding the transaction.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000746

Filing Summary: Shutterstock, Inc. has entered into an agreement to merge with Getty Images Holdings, Inc. to form a leading visual content company. The merger will enhance the combined library of content and create better opportunities for contributors and a more inclusive offering for customers. The plan includes investing in growth initiatives such as tech advancements and event coverage while maintaining the brand identity of both companies during the pre-close period. The merger faces regulatory and shareholder approval with an expected close in the second half of 2025. After the merger, Craig Peters will lead the new company as CEO. Additional guidelines for employee communication about the merger have been outlined, emphasizing the importance of discretion and adherence to approved messaging. Forward-looking statements caution risks that may impact the successful completion and integration of the merger.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000749

Filing Summary: Shutterstock, Inc. and Getty Images Holdings, Inc. have entered into a merger agreement aimed at forming a leading visual content company. This merger will enhance the content library for customers and expand opportunities for contributors, while balancing a strong financial profile to increase investment and innovation. Until the completion of the merger, both companies will maintain their independence and focus on their respective business operations. The merger is projected to close in the second half of 2025, contingent on shareholder and regulatory approvals. Future growth and innovation in content creation and new technologies are anticipated as strategic benefits of the merger, alongside an assurance that employee roles and compensation will remain stable through the pre-close period. A detailed proxy statement will be filed with the SEC to provide more information about the transaction and the company structures post-merger.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000763

Filing Summary: Shutterstock, Inc. has announced a transformational merger agreement with Getty Images Holdings, Inc., aiming to create a premier visual content company by combining their strengths and offerings. This merger will enhance the content library's diversity and depth while increasing investment in innovation and technology. Key points include: 1) Craig Peters, current CEO of Getty, will be CEO of the new combined entity; 2) Shutterstock will continue as a brand; 3) Both companies will operate independently until the merger closes, targeted for the second half of 2025; 4) The transaction requires shareholder and regulatory approvals, along with other customary conditions. Stakeholders are encouraged to read further information to understand the implications and benefits of the merger, while also being informed of the potential risks and forward-looking statements related to the transaction.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000766

Filing Summary: Getty Images Holdings, Inc. has entered into a transformative merger with Shutterstock, a strategic move aimed at creating a premier visual content company. The merger allows for industry leadership in creative, media, and advertising sectors by expanding capabilities to meet evolving customer needs. Significant annual cost efficiencies of approximately $175 million are projected by year three, with around two-thirds anticipated within the first two years post-merger. The merger is expected to start delivering accretive benefits to earnings and cash flow from the second year onwards. The proposed structure includes varying shareholder elections where Shutterstock shareholders can choose to receive cash, Getty Shares, or a mix upon the close of the transaction. Post-completion, the combined entity is set to be named Getty Images Holdings, Inc. with key leadership roles outlined for both companies, delivering a comprehensive portfolio of visual content offerings.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000768

Filing Summary: Shutterstock, Inc. has communicated details about a proposed acquisition of Getty Images Holdings, Inc. This announcement indicates that Shutterstock intends to file a proxy statement with the SEC, which will be part of the registration statement on Form S-4 that Getty Images plans to file. This document will include an information statement for shareholders regarding shares of Getty Images' common stock to be issued in the transaction. The communication emphasizes that investors and security holders should read the proxy and information statement/prospectus carefully once available, as they will contain essential information related to the acquisition. Additional notes clarify that this communication is not a solicitation of proxies and contains forward-looking statements about the transaction, its expected outcomes, and associated risks, including regulatory approvals and potential integration challenges. Investors are advised to obtain copies of relevant documents from the SEC’s website or the companies' investor relations pages.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000770

Filing Summary: Shutterstock, Inc. filed this communication regarding the potential merger with Getty Images Holdings, Inc. The announcement has raised customer inquiries which Shutterstock addresses through transparency and simplicity. Companies remain independent until the merger closes, ensuring continuity in customer service and operations. Customers are assured that there will be no immediate changes due to the announcement, and current agreements and pricing remain unaffected until the closing of the transaction. The proposed deal requires customary closing conditions, including regulatory approvals, and is subject to various risks that might affect the transaction. Investors are encouraged to review future filings regarding the merger, including proxy materials. Forward-looking statements regarding the merger's expectations and potential impact highlight the uncertainties inherent in the process.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000787

Filing Summary: Shutterstock and Getty Images have announced plans to merge, which is expected to enhance Shutterstock’s ability to invest in new content, technologies, and services for customers. The merger aims to provide customers with simplified access to a broader range of high-quality, ethically-sourced content. Both companies will remain independent until the transaction is finalized, and services will continue without interruption. Details regarding the proposed transaction will be provided in a proxy statement to be filed with the SEC by Shutterstock, which will be part of a broader prospectus by Getty Images. Investors are encouraged to review all relevant documents, including the future proxy statement, as they contain important information about the transaction.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000789

Filing Summary: Shutterstock has signed an agreement to merge with Getty Images in a transaction characterized as a merger of equals. This merger aims to create a leading visual content company focused on supporting creative contributions. As the deal progresses, both companies emphasize that operations will continue as usual until the merger officially closes, which is targeted for the second half of 2025. Communication to contributors assures that the brand and business practices will remain intact during this transition, and contributors will be kept informed about significant updates throughout the process. Additional filing with the SEC is planned, including a proxy statement. The document underscores the importance of reading official filings for complete information on the risks and implications of the merger. Both companies are preparing to comply with regulatory requirements, stockholder approvals, and other necessary conditions prior to closing the transaction.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000791

Filing Summary: Shutterstock, Inc. has filed a communication regarding the proposed acquisition of Getty Images Holdings, Inc. The filing follows a recent announcement and outlines the commitment to maintaining open communication with stakeholders during the transition period. A proxy statement and registration statement on Form S-4 will be filed with the SEC, along with an information statement of Getty Images, encompassing details about shares to be issued. Relevant stakeholders are encouraged to read all pertinent documents regarding the transaction. Forward-looking statements in the communication express expectations concerning regulatory approvals, integration of businesses, as well as the anticipated benefits and risks associated with the acquisition. It emphasizes that despite uncertainties, operations will continue as usual and a follow-up meeting will be held for further clarification and support.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000808

Filing Summary: Shutterstock, Inc. has announced an agreement to merge with Getty Images Holdings, Inc. in a transaction characterized as a merger of equals. This merger aims to create a leading visual content company that will focus on supporting editorial contributors. The companies will remain independent until the deal is officially closed, which is expected in the second half of 2025. Both Shutterstock and Getty Images have emphasized their commitment to keeping their operations as usual during this interim period and maintaining transparency with contributors regarding updates about the merger. The communication also mentions forthcoming filings with the SEC related to the merger, including a proxy statement and information statement/prospectus that will inform investors and security holders about the transaction. Forward-looking statements indicate potential risks and uncertainties related to the merger, including regulatory approvals, integration challenges, and market reactions.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000843

Filing Summary: Shutterstock, Inc. has announced a transformational merger agreement with Getty Images Holdings, Inc. intended to create a premier visual content company by combining their strengths and offerings. The merger aims to enhance the content library's diversity, depth, and investment capabilities for growth in innovative content and technologies. The transaction is expected to close in the second half of 2025, pending shareholder and regulatory approvals. Upon closing, the combined entity will be named Getty Images, with Craig Peters, the current CEO of Getty, taking the CEO position. Shutterstock will maintain its brand and website, while both companies will continue to operate independently during the integration process. An integration team will be established to discuss future plans. Communication before the closing will be key, ensuring teams remain focused on business goals and strategy. Investors are urged to read the necessary proxy and information documents once available for detailed information about the transaction and its implications.

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Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000110465925001742

Filing Summary: On January 6, 2025, Getty Images Holdings, Inc. entered into an Agreement and Plan of Merger involving multiple parties including Shutterstock, Inc. The plan outlines a series of transactions including mergers and conversions that would result in Shutterstock becoming a wholly owned subsidiary of a new holding company, followed by additional mergers. Following these agreements, a significant stockholder group representing approximately 66% of Getty Images’ shares approved the merger, necessitating no further stockholder approvals. Financial considerations involve mixed cash and stock options for Shutterstock shareholders, with set proration mechanisms for oversubscribed cash or stock elections. If successful, the merger will have substantial implications for the stock and equity awards of Shutterstock, and will result in its delisting from the New York Stock Exchange. Key closing conditions include regulatory approvals, stockholder adoption of the merger agreement, and financial arrangements to secure closing funds. The merger agreement includes termination rights and fees applicable under certain conditions.

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Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000110465925001751

Filing Summary: On January 6, 2025, Getty Images Holdings, Inc. entered into a Merger Agreement involving multiple parties, including Shutterstock, Inc. This agreement signals a significant corporate action involving the combination of their entities. Documents related to this transaction, including exhibits, were disseminated on January 7, 2025. The filing indicates that Getty Images plans to submit a registration statement on Form S-4 to the SEC, which will include a joint proxy statement and information prospectus concerning the merger. The document emphasizes the importance for investors and security holders to review the forthcoming joint proxy and information statement thoroughly for vital transaction-related information. The communication also highlights potential forward-looking statements surrounding the merger, stating that actual results may differ due to various risks and uncertainties. This transaction is positioned as a strategic initiative to enhance business operations between Getty Images and Shutterstock.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000095017025003472

Filing Summary: This Schedule 13D/A is an amendment related to the Class A common stock of Getty Images Holdings, Inc. The amendment reflects updates regarding the ownership of shares held by Koch Icon Investments, LLC and associated Koch entities. As of January 6, 2025, the Reporting Persons collectively hold 80,733,607 shares, representing approximately 19.58% of the outstanding shares. The document clarifies the structures of beneficial ownership among the Koch entities and specifies the relationships between them. It discusses the Agreement and Plan of Merger entered into between Getty Images and Shutterstock, including the requirement for written consent from significant stockholders for share issuance. Additionally, it outlines the Significant Stockholder Agreement and restrictions on transfer of shares, entitlements to designate board members, and rights related to the Amended and Restated Registration Rights Agreement to be implemented following the merger.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925001732

Filing Summary: On January 6, 2025, Getty Images Holdings, Inc. entered into an Agreement and Plan of Merger with Shutterstock, among others, which involves multiple transactions including a merger of subsidiaries and conversion of Shutterstock into a limited liability company. The transaction aims to acquire all outstanding shares of Shutterstock Common Stock at a consideration of cash and Getty Images Common Stock, with a cash option of $9.50 per share, $28.8487 for cash elections, or 13.67237 shares of Getty Images Common Stock for stock elections. The merger has been approved by Getty Images' Board and supported by significant shareholders, collectively owning 66% of Getty Images shares, thus no further approval is needed from Getty Images stockholders. The transaction is subject to regulatory and other closing conditions, and if consummated, Shutterstock's Common Stock will be delisted from NYSE.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925001735

Filing Summary: On January 6, 2025, Getty Images Holdings, Inc. entered into an Agreement and Plan of Merger involving multiple subsidiaries, including Grammy Merger Sub 2, Inc. and Grammy HoldCo, Inc., and Shutterstock, Inc. This merger aims to combine the businesses of Getty Images and Shutterstock, along with their respective subsidiaries. Documents relating to the merger were disseminated on January 7, 2025. Getty Images will file a registration statement on Form S-4 with the SEC, which will include an information statement and a proxy statement regarding the proposed transaction. Stakeholders are advised to carefully review this document and other related filings for complete details about the merger.

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