Getty Images Holdings, Inc. (NYSE: GETY) has announced the commencement of an exchange offer and consent solicitation targeting its 9.750% senior notes due 2027. The exchange offer involves the exchange of $300,000,000 principal amount of outstanding 9.750% senior notes due 2027 for newly issued unsecured 14.000% senior notes due 2028.
The exchange offer provides eligible holders with a settlement consideration of $1,000 principal amount of new notes for each $1,000 principal amount of old notes tendered at or prior to the early tender time. This includes an "early tender premium" of $50 principal amount of new notes per $1,000 principal amount of old notes tendered. After the early tender time and at or prior to the expiration time, eligible holders will receive an exchange consideration of $950 principal amount of new notes for each $1,000 principal amount of old notes tendered.
The new notes will pay interest at a rate of 14.000% from the issue date, with the first interest payment date being March 1, 2026, and will mature on March 1, 2028. Additionally, the new notes will be subject to redemption at par until the earlier of March 1, 2027, and 180 days following the merger closing date, with subsequent 1.0% increases semi-annually. The issuer will also semi-annually redeem the new notes in an amount equal to 10% of the aggregate principal amount of the old notes issued on the original issue date of the old notes.
Furthermore, the exchange offer is subject to certain conditions, including the minimum participation condition and the absence of amendments or waivers to the merger agreement. The three largest beneficial holders of old notes, collectively holding approximately 65% of the outstanding principal amount of the old notes, have provided indications of their intent to participate in the exchange offer and consent solicitation.
Shutterstock, Inc. has irrevocably waived the condition to closing under the merger agreement with respect to the company having amended or otherwise refinanced its existing term loans and senior notes to extend the maturity of each to no earlier than February 19, 2028.
The exchange offer and consent solicitation are being made to eligible holders, and the complete terms and conditions are described in the offering memorandum. The new notes will not be registered under the securities act and may only be offered and issued to qualified institutional buyers and non-U.S. persons outside the United States.
This press release contains forward-looking statements and is for informational purposes only. The market has reacted to these announcements by moving the company's shares 0.75% to a price of $2.015. For the full picture, make sure to review Getty Images's 8-K report.
