M&A: Shutterstock, Inc.

Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000114036125000471

Comments: 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.

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Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000411

Comments: 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.

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Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000114036125000416

Comments: 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.

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Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000114036125000419

Comments: 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.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000114036125000468

Comments: 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.

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