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 is for eligible holders to exchange any or all of the $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 includes an early tender premium of $50 principal amount of new notes per $1,000 principal amount of old notes tendered. Eligible holders who tender their old notes after the early tender time and at or before the expiration time will only be eligible to receive $950 principal amount of new notes for each $1,000 principal amount of old notes tendered.
The final settlement date for the exchange offer is expected to occur on or about October 21, 2025. 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.
In conjunction with the exchange offer, the issuer is soliciting consents to adopt certain proposed amendments to the indenture governing the old notes. The exchange offer and consent solicitation are subject to certain customary conditions, including the minimum participation condition of at least 95% of the outstanding aggregate principal amount of the old notes being validly tendered and not validly withdrawn.
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. also 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 new notes will not be registered under the securities act, or any other applicable securities laws, and may only be offered to qualified institutional buyers and non-U.S. persons.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the new notes. The market has reacted to these announcements by moving the company's shares -0.98% to a price of $2.02. If you want to know more, read the company's complete 8-K report here.
