M&A: Getty Images Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925001732

Comments: 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.

Document Link: View Document

Additional details:

Date Of Report: 2025-01-06


Merger Agreement Date: 2025-01-06


Shareholder Approval: 66%


Cash Election Price: 28.8487


Mixed Election Per Share Cash Consideration: 9.50


Stock Election Shares: 13.67237


Equity Award Exchange Ratio: Mixed Election Exchange Ratio + (Mixed Election Per Share Cash Consideration / 10-day average closing price)


Termination Fee Getty: 32700000


Termination Fee Shutterstock: 40000000


Post Closing Board Composition: 11 members, includes directors from Shutterstock


Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000110465925001735

Comments: 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.

Document Link: View Document

Additional details:

Date Of Report: January 7, 2025


Merger Agreement Date: January 6, 2025


Participating Entities: Getty Images, Shutterstock, Grammy Merger Sub 2, Inc., Grammy HoldCo, Inc.


Filing Type: 8-K


Exhibits Furnished: [99.1,99.2,99.3,99.4,99.5,99.6,99.7,99.8,99.9,99.1,99.11]