M&A: GETTY INVESTMENTS LLC

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000095014225000053

Comments: This Amendment No. 1 updates the prior Schedule 13D filed by Getty Investments LLC regarding their ownership of Class A Common Stock in Getty Images Holdings, Inc. It highlights that on January 6, 2025, Getty Images entered into a Merger Agreement with Shutterstock, leading to multiple mergers and the creation of new corporate structures. The Issuer's board approved the merge plans and has recommended stockholder approval for the issuance of shares in connection with the merger transactions. The Reporting Persons, along with Koch Icon Investments, executed a written consent approving the stock issuance necessary for the merger without additional stockholder approval required. The amendment also outlines a Significant Stockholder Agreement which includes restrictions on stock transfers and the right to appoint directors based on ownership percentages. Furthermore, a Letter Agreement was established detailing cooperation in taking regulatory actions and offering reimbursement of eligible expenses. The Issuer will enter an amendment to the Registration Rights Agreement facilitating a secondary offering of shares post-merger. The Reporting Persons confirm their intent to manage their investment in relation to market conditions and potential engagement with third parties regarding the Issuer's operations.

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