Getty Images announces proposed offering of senior secured notes due 2030

Getty Images (GETY) plans to offer, in a private offering, subject to market and other conditions, $628,400,000 aggregate principal amount of senior secured notes due 2030. The Notes will be senior secured obligations of the Issuer and will be jointly and severally guaranteed on a senior secured first lien basis by the same guarantors that provide guarantees for the Issuer’s outstanding senior secured notes due 2030 and its secured credit facility. The offering is being made in connection with the previously announced proposed merger with Shutterstock (SSTK), to create a premier visual content company. An amount equal to the gross proceeds will be deposited in an escrow account and will be secured by a first-priority security interest in the escrow account and all funds deposited therein. Upon release from escrow, Getty Images and the Issuer intend to use the net proceeds from this offering to pay approximately $350,000,000 of fees, expenses and cash consideration to holders of Shutterstock common stock payable in connection with the Merger and to use the remaining proceeds to refinance certain indebtedness of Shutterstock and pay fees and expenses in connection with this offering. However, in the event that the Merger is not consummated on or prior to October 6, 2026 or the agreement to complete the Merger is terminated, or if the Issuer informs U.S. Bank National Association, in its capacity as escrow agent for the proceeds of the offering, that it reasonably believes the Merger will not be consummated on or prior to October 6, 2026, 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, if any, from the date of issuance or the most recent date to which interest has been paid or provided for, to, but not including, the date of such redemption.