M&A - Shutterstock, Inc.

Form Type: 8-K

Filing Date: 2025-06-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025053168

Filing Summary: On June 10, 2025, Shutterstock, Inc. held a Special Meeting of Stockholders concerning the proposed merger with Getty Images Holdings, Inc. Stockholders approved the merger proposal, adopting the Agreement and Plan of Merger dated January 6, 2025. A total of 35,253,704 shares were outstanding and entitled to vote, with 29,042,713 shares represented at the meeting. The voting results for the merger proposal were 28,849,499 votes for, 112,327 votes against, and 80,887 abstentions. A non-binding proposal regarding executive compensation tied to the merger was also approved, receiving 25,326,142 votes for and 3,600,162 votes against. The completion of the merger is subject to customary closing conditions and regulatory approvals. Additionally, a press release announcing the results of the Special Meeting was issued on the same date.

Form Type: 425

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390025049569

Filing Summary: On May 30, 2025, Shutterstock, Inc. reported an ongoing merger process with Getty Images pursuant to a Merger Agreement that includes a series of transactions involving multiple subsidiaries of both companies. The initial merger entails merging Shutterstock with a subsidiary of Getty Images, resulting in Shutterstock becoming a wholly owned subsidiary. Following this, additional mergers will take place involving Getty’s subsidiaries. Shutterstock recently filed a Proxy Statement in relation to this merger stating a special stockholder meeting scheduled for June 10, 2025, where stockholders will vote on the merger proposal. However, litigation has arisen with two complaints filed against Shutterstock and its board alleging false and misleading information in the Proxy Statement. Shutterstock plans to provide supplementary information to clarify these issues to minimize risks associated with the litigation and ensure the transaction proceeds smoothly, though they deny any liability related to the claims. The document also includes financial forecasts for both Shutterstock and Getty Images along with evaluations of their equity values by financial firms. The registration statement related to the merger was declared effective by the SEC on April 30, 2025, indicating ongoing preparations for the transaction.

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390025049560

Filing Summary: On May 30, 2025, Shutterstock, Inc. filed an 8-K current report outlining significant updates regarding its merger plans with Getty Images. The document elaborates on a previously announced Merger Agreement initiated on January 6, 2025, involving multiple mergers that will see Shutterstock become a wholly owned subsidiary of Grammy HoldCo, Inc., which is itself a subsidiary of Getty Images. The filing notes that two lawsuits have been filed against Shutterstock regarding the disclosure of information related to the merger, alleging that the Proxy Statement contained misleading information. Despite these legal challenges, Shutterstock intends to supplement the Proxy Statement voluntarily to provide additional disclosures to its shareholders while denying any wrongdoing. The updated filings and proxy statements related to the merger have been made effective, and shareholders are urged to review these documents ahead of a special stockholders meeting scheduled for June 10, 2025, where they will vote on the Merger Agreement and other related matters.

Form Type: 10-Q

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000154934625000028

Filing Summary: Shutterstock, Inc. filed a Quarterly Report on Form 10-Q for the period ending March 31, 2025, detailing significant financial results including revenue increase to $242.6 million, a net income of $18.7 million, and an operational strategy to merge with Getty Images Holdings, Inc. The proposed merger, which was agreed upon in January 2025, entails an exchange of $9.50 per share in cash and shares of Getty Images stock for Shutterstock shareholders. The report also highlights various business metrics such as total assets of $1.32 billion and an increase in shareholder equity to $547.2 million. The document includes risks related to the merger and operational forecasts.

Form Type: DEFM14A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025037645

Filing Summary: On April 30, 2025, Shutterstock, Inc. filed a definitive proxy statement regarding its merger with Getty Images Holdings, Inc. The merger agreement was initiated on January 6, 2025, outlining the process for combining both companies. Upon completion, Shutterstock will merge into a subsidiary of Getty Images, becoming a wholly owned subsidiary of Grammy HoldCo, Inc., which is under Getty Images. The document details the monetary and stock considerations for shareholders, allowing them multiple options, including a cash election of $28.8487 per share or a stock election of 13.67237 shares of Getty Images common stock per each Shutterstock share. Additionally, it describes the voting process for the special meeting of Shutterstock stockholders scheduled for June 10, 2025, where approval of the merger is essential. The board unanimously recommends approving the merger. Risks associated with the merger are also highlighted, emphasizing the importance of the stockholders' votes. Overall, the document outlines critical points related to the merger's approval process and its implications for both companies' shareholders.

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000154934625000021

Filing Summary: On April 2, 2025, Shutterstock, Inc. announced developments related to their merger Agreement with Getty Images. The agreement entails a sequence of mergers where Shutterstock will become a subsidiary of Grammy HoldCo, followed by its conversion into a Delaware limited liability company. The merger involves three major steps, including merging Merger Sub 1 with Shutterstock, then merging Merger Sub 2 with HoldCo, and concluding with Merger Sub 3 merging with HoldCo. Additionally, both companies received a Second Request for Additional Information from the DOJ regarding the merger under the Hart-Scott-Rodino Act, which extends the waiting period for regulatory review. Shutterstock aims for stockholder approval and anticipates closing the transaction in the second half of 2025, subject to customary conditions.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000154934625000019

Filing Summary: Shutterstock, Inc. has filed a Form 8-K to provide updates regarding its acquisition of Envato Pty Ltd, consummated on July 22, 2024, under a Share Purchase Agreement dated May 1, 2024. The total consideration for the acquisition was approximately $250 million. This report includes information related to the acquisition, to be incorporated by reference into a Form S-4 registration statement filed in connection with a Merger Agreement with Getty Images—a transaction aimed at merging the two companies. The filing provides updated financial statements for Envato as of June 30, 2024, and the Company’s unaudited pro forma condensed combined financial information for the year ended December 31, 2024, both required for investor evaluation. The report emphasizes the importance of reviewing the forthcoming proxy statement and information statement/prospectus for investors regarding the merger, and cautions that future results may differ from current projections due to various risks and uncertainties.

Form Type: 10-K/A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000154934625000016

Filing Summary: Shutterstock, Inc. is filing Amendment No. 1 on Form 10-K/A to include information required by Part III, which was previously omitted from the Original Form 10-K for the fiscal year ended December 31, 2024. The filing includes new certifications pursuant to the Sarbanes-Oxley Act. The report outlines directors and executive officers as of March 24, 2025, along with their backgrounds and positions. A significant highlight is that on January 6, 2025, Shutterstock entered into a Merger Agreement with Getty Images Holdings, Inc., aimed at a merger-of-equals transaction, subject to regulatory approvals and stockholder votes. The merger will lead to Shutterstock's common stock being delisted from the NYSE upon closing.

Form Type: 10-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000154934625000011

Filing Summary: Shutterstock, Inc. has entered into a merger agreement with Getty Images Holdings, Inc. in a merger-of-equals transaction. The aggregate consideration to be paid by Getty Images includes cash and shares of Getty's common stock. Each holder of Shutterstock common stock will have the option to receive varying combinations of cash and Getty shares. The closing of the merger is contingent upon regulatory approvals and stockholder approvals for both companies. Upon closing, Shutterstock's common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act.

Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000114036125000471

Filing Summary: On January 6, 2025, Shutterstock, Inc. entered into an Agreement and Plan of Merger with Getty Images and its subsidiaries. The agreement details a multi-step transaction involving the merger of Shutterstock with Grammy Merger Sub One, Inc., subsequently converting Shutterstock into a Delaware limited liability company, followed by further mergers involving Holdco and Getty Images. The transaction has been approved by Shutterstock’s Board and a significant portion of Getty Images' shareholders. The consideration offered includes cash and stock options for shareholders of Shutterstock, with provisions for proration depending on shareholder elections. Shutterstock's stock will be delisted from the NYSE post-merger and its equity awards will be adjusted according to the new terms established in the merger agreement.

Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000411

Filing Summary: Shutterstock, Inc. announced plans for an acquisition involving Getty Images Holdings, Inc. A proxy statement will be filed with the SEC, which will be part of a registration statement on Form S-4 including Getty Images’ common stock information. Stockholders of both companies will receive this definitive proxy and information statement/prospectus once filed. The document outlines the necessity for investors to read the upcoming proxy and information statement/prospectus due to the significant details pertaining to the acquisition transaction. Furthermore, it notes the participation of certain directors and executive officers of both companies in the proxy solicitation. This communication is not a solicitation of proxies and does not constitute an offer to buy or sell securities. Statements regarding the acquisition include forward-looking statements concerning risks, regulatory approvals, and operational integration after the acquisition. The document highlights potential risks to the transaction and reassures that potential stockholders will be kept informed.

Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000114036125000416

Filing Summary: Shutterstock, Inc. has announced an agreement with Getty Images for a transformative merger aimed at creating a premier visual content company. This merger combines the strengths and offerings of both companies, expanding their content library and increasing investment in growth. The agreement is subject to closing conditions, including shareholder and regulatory approvals, with a targeted close in the second half of 2025. Upon completion, the combined company will be known as Getty Images, with Craig Peters as CEO and Shutterstock continuing as a brand. Both companies will continue operating independently during the pre-close period, with ongoing investments in various initiatives. An integration team will be established to oversee the merger process, and clear communication with employees is emphasized during this transition.

Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000114036125000419

Filing Summary: Shutterstock, Inc. and Getty Images Holdings, Inc. have announced a significant merger aimed at creating a leading visual content company. This transaction is expected to deliver substantial synergies, with around $175 million in annual cost savings projected within three years. The new combined company will be named Getty Images Holdings, Inc. and will trade under the ticker symbol 'GETY'. Each Shutterstock shareholder will have multiple options for compensation at closing, including cash and stock shares from Getty Images. The merger underwent unanimous approval from the Board of Directors of both companies and is contingent on stockholder and regulatory approvals. The financial impact is expected to enhance cash flow and reduce debt, moving towards an adjusted EBITDA margin of approximately 37% post-synergies. There will be an immediate reduction in leverage upon closing, aiding in cash generation and greater investment opportunities. This merger marks a transformative step for both companies, enhancing their ability to meet customer needs across the creative, media, and advertising industries.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000114036125000468

Filing Summary: On January 6, 2025, Shutterstock, Inc. entered into an Agreement and Plan of Merger with Grammy HoldCo, Inc., Grammy Merger Sub One, Inc., Getty Images Holdings, Inc., and other entities. The agreement outlines a series of mergers where Shutterstock will become a wholly owned subsidiary of HoldCo, followed by a merger of HoldCo into Getty Images. Following these transactions, Shutterstock’s stock will be delisted from the NYSE and deregistered. The consideration for shareholders includes a cash amount of $9.50 per share and options to elect for additional Getty Images stock, subject to proration. The agreement was unanimously approved by Shutterstock’s Board of Directors. Approval from the Getty Images shareholders, holding about 66% of the shares, was also obtained subsequently. The Merger is contingent on various closing conditions including regulatory approvals and the resolution of certain financial agreements. A termination fee of $32.7 million applies under specified circumstances.