Getty Images Holdings, Inc. has announced a proposed offering of $628.4 million aggregate principal amount of senior secured notes due 2030. The offering is being made in connection with a proposed merger with Shutterstock, Inc. An amount equal to the gross proceeds will be deposited in an escrow account and will be secured by a first-priority security interest. The net proceeds from this offering will be used to pay fees, expenses, and cash consideration to holders of Shutterstock common stock payable in connection with the merger and to refinance certain indebtedness of Shutterstock.
However, if the merger is not consummated on or before October 6, 2026, or the agreement to complete the merger is terminated, or if the issuer informs U.S. Bank National Association that it reasonably believes the merger will not be consummated by that date, the notes will be redeemed in accordance with a special mandatory redemption at a redemption price equal to 100% of the issue price plus accrued and unpaid interest.
The notes have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Therefore, the notes are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act. The market has reacted to these announcements by moving the company's shares 2.55% to a price of $2.01. Check out the company's full 8-K submission here.
