Merger Details - Getty Images Holdings Inc (NYSE: GETY) is proposed to merge with Shutterstock Inc under an agreement where Shutterstock stockholders can elect to receive $28.84870 per share in cash, 13.67237 shares of Getty Images, or a mixed consideration of 9.17 shares of Getty Images plus $9.50 in cash per share [1] - Getty Images stockholders will own approximately 54.7% of the combined company post-merger [1] Law Firm Information - Monteverde & Associates PC is investigating the proposed merger between Getty Images Holdings Inc and Shutterstock Inc [1] - The law firm has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm by ISS Securities Class Action Services Report [1] - Monteverde & Associates PC is headquartered at the Empire State Building in New York City and has a successful track record in trial and appellate courts, including the U.S. Supreme Court [2] Contact Information - Shareholders of Getty Images Holdings Inc can contact Juan Monteverde, Esq. via email at [email protected] or by telephone at (212) 971-1341 for additional information or concerns regarding the merger [3]

Merger Overview - Getty Images and Shutterstock announced a definitive merger agreement to combine in a merger of equals, creating a premier visual content company with an enterprise value of approximately $3.7 billion [1] - The combined company will be named Getty Images Holdings, Inc and will continue to trade on the New York Stock Exchange under the ticker symbol "GETY" [1] Strategic and Financial Benefits - The merger will create a content library with greater depth and breadth, expanded opportunities for contributors, and a reinforced commitment to inclusive and representative content [2] - Expected annual cost synergies between $150 million and $200 million by year three, with the merger expected to be accretive to earnings and cash flow beginning in year two [5] - The combined company will have a stronger financial profile, enabling increased capacity for product investment and innovation [2] Leadership and Governance - Getty Images CEO Craig Peters will serve as CEO of the combined company [7] - The Board of Directors will consist of eleven members, with six designated by Getty Images and four by Shutterstock, including Shutterstock CEO Paul Hennessy [7] - Mark Getty, currently Chairman of Getty Images, will serve as Chairman of the Board of Directors of the combined company [7] Transaction Details - Shutterstock stockholders can elect to receive $9.50 in cash per share, 9.17 shares of Getty Images stock per share, or a mixed consideration of both [8] - Aggregate consideration payable by Getty Images consists of $331 million in cash and 319.4 million shares of Getty Images stock [9] - At close, Getty Images stockholders will own approximately 54.7% and Shutterstock stockholders will own approximately 45.3% of the combined company on a fully diluted basis [11] Financial Profile - On a pro forma 2024 basis, the combined company would have revenue between $1,979 million and $1,993 million, with 46% from subscription revenue [14] - Pre-synergy EBITDA is expected to be between $569 million and $574 million, with pre-synergy Adjusted EBITDA less capital expenditures between $461 million and $466 million [14] - Pre-synergy net leverage is projected at 3.0x pro forma 2024 pre-synergy EBITDA [14] Innovation and Market Position - The merger facilitates greater investment in innovative content creation, expanded event coverage, and customer-facing technologies such as search, 3D imagery, and generative AI [6] - The combined company will offer a broader set of visual content products across still imagery, video, music, 3D, and other asset types [6] - The merger strengthens the balance sheet and cash flow generation, enabling accelerated debt repayment, reduced borrowing costs, and new value creation opportunities [6] Industry Impact - The merger positions the combined company to meet the evolving needs of creative, media, and advertising industries through enhanced content creation and technology innovation [5] - The rapid rise in demand for compelling visual content across industries makes the merger timely and strategic [3] - The combined company aims to deliver exceptional value to customers, contributors, and stockholders by capitalizing on attractive growth opportunities [3]

Happy New Year, everyone! It’s a time for reflection, and a perfect time to revisit old topics. Back in August, I wrote an analysis piece about Getty Images Holdings (NYSE: GETY ). It was trading near what wasI’m Jason Ditz and I have 20 years of experience in foreign policy research. My work has appeared in Forbes, Toronto Star, Minneapolis Star-Tribune, Providence Journal, Washington Times and the Detroit Free Press, as well as American Conservative Magazine and the Quincy Institute for Responsible Statec ...

NEW YORK, Dec. 17, 2024 (GLOBE NEWSWIRE) -- iStock, a leading e-commerce platform providing premium content to SMBs, SMEs, creatives, and students everywhere, has released its 2025 Marketing Trends Report, packed with practical strategies to help businesses thrive in today’s trust-driven marketplace. The report comes at a critical time when consumer trust in social media—a key tool for small businesses—is declining. According to iStock’s VisualGPS research platform, 81% of consumers don’t trust social medi ...

A Media Snippet accompanying this announcement is available by clicking on this link. NEW YORK, Dec. 02, 2024 (GLOBE NEWSWIRE) -- Getty Images (NYSE: GETY), a preeminent global visual content creator and marketplace, today unveiled its 2024 Year In Review, a comprehensive visual collection highlighting the year’s most impactful moments through powerful images and videos. From headlines that dominated the globe to the quieter stories that touched the hearts of communities, this curated selection spans acros ...

A Media Snippet accompanying this announcement is available by clicking on this link. NEW YORK, Nov. 14, 2024 (GLOBE NEWSWIRE) -- Getty Images (NYSE: GETY), a preeminent global visual content creator and marketplace, today announced a content integration with TikTok to meet the diverse creative needs of marketers and advertisers. The integration allows advertisers and businesses direct access to Getty Images’ vast library of creative imagery and video content through TikTok's AI-powered video generation t ...

A Media Snippet accompanying this announcement is available by clicking on this link. NEW YORK, Nov. 12, 2024 (GLOBE NEWSWIRE) -- Getty Images (NYSE: GETY), a preeminent global visual content creator and marketplace, today announced powerful new functionalities within its suite of commercially-safe generative AI tools, enabling businesses of all sizes to streamline the creation of high-quality, customized product imagery. Available on both Generative AI by Getty Images and Generative AI by iStock, the newl ...

Getty Images Holdings, Inc. (NYSE:GETY) Q3 2024 Earnings Call Transcript November 7, 2024 4:30 PM ET Company Participants Steven Kanner - Investor Relations Craig Peters - Chief Executive Officer Jennifer Leyden - Chief Financial Officer Conference Call Participants Alex Lavigne - The Benchmark Company Operator Good afternoon, and welcome to Getty Images' Third Quarter 2024 Earnings Conference Call. Today's call is being recorded. We have allocated one hour for prepared remarks and Q&A. At this time, I'd li ...

Getty Images Holdings, Inc. (GETY) reported break-even quarterly earnings per share versus the Zacks Consensus Estimate of $0.04. This compares to earnings of $0.04 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of -100%. A quarter ago, it was expected that this company would post earnings of $0.02 per share when it actually produced earnings of $0.01, delivering a surprise of -50%.Over the last four quarters, the company has su ...

Litigation and Legal Risks - Getty Images is involved in multiple lawsuits in New York State Supreme Court, alleging breaches of the Warrant Agreement, with potential monetary damages that could materially affect the company's financial condition[73] - Getty Images is suing Stability AI for unauthorized reproduction of approximately 12 million images, seeking monetary damages and injunctive relief[74] - Getty Images is also pursuing legal action against Stability AI in the High Court of England & Wales for copyright infringement, trademark infringement, and other claims, with a trial date set for late June or early July 2025[75][76] - The company has made litigation reserves for the Initial Warrant Litigation but does not currently believe a material loss is probable[77] - Getty Images may be required to pay up to $18.1 million in 2024 as part of a tax appeal process in Canada, with a potential maximum outcome of $26.4 million if the appeal is unsuccessful[80] - The company's financial condition could be materially affected by unfavorable outcomes in ongoing litigation and regulatory proceedings[77] - The company is subject to certain legal proceedings and claims incidental to the operation of its business, but does not anticipate a material adverse impact on its financial results[214] Financial Performance and Metrics - Total revenue for Q3 2024 increased by 4.9% to $240.5 million compared to $229.3 million in Q3 2023[129] - Creative revenue decreased by 7.9% to $133.7 million, driven by declines in Premium Access subscriptions and ALC credit sales[130][131] - Editorial revenue increased by 16.1% to $92.8 million, driven by growth in Sport, News, and Entertainment sectors[131][133] - Other revenue surged by 239.3% to $14.1 million, primarily due to a 5-year Creative content deal with an existing customer[134] - Cost of revenue increased by 5.2% to $64.1 million, maintaining a consistent percentage of total revenue at 26.6%[136] - SG&A expenses rose by 3.0% to $100.1 million, driven by higher travel and staff costs[138][139] - Depreciation expense increased by 7.9% to $14.9 million due to capital investments in software development[141] - Amortization expense decreased by 91.9% to $0.6 million as several intangible assets became fully amortized[143] - Loss on litigation decreased significantly by 97.0% to $3.2 million compared to $106.1 million in Q3 2023[144] - Interest expense increased by 5.4% to $34.0 million due to the maturity of the interest rate swap[147] - Unrealized foreign exchange losses of $28.7 million for Q3 2024, compared to gains of $16.5 million in Q3 2023, driven by EUR fluctuations related to EUR Term Loans[150] - Other non-operating income increased to $1.5 million in Q3 2024 from $1.1 million in Q3 2023, primarily due to higher U.S. interest rates[151] - Income tax expense decreased by $6.6 million to a benefit of $1.2 million in Q3 2024, with an effective tax rate of 33.0% compared to (41.3%) in Q3 2023[154] - Total revenue for the nine months ended September 30, 2024, was $692.0 million, a 0.2% increase from $690.6 million in the same period in 2023[155] - Creative revenue decreased by 5.2% to $410.4 million for the nine months ended September 30, 2024, driven by declines in ALC credit sales and ultra packs[156] - Editorial revenue increased by 4.5% to $255.8 million for the nine months ended September 30, 2024, driven by growth in sports coverage[157] - Other revenue increased by 101.1% to $25.7 million for the nine months ended September 30, 2024, primarily due to data access and licensing deals[158] - Cost of revenue was $187.4 million for the nine months ended September 30, 2024, representing 27.1% of total revenue, a slight decrease from 27.2% in 2023[161] - Depreciation expense increased by 8.9% to $43.9 million for the nine months ended September 30, 2024, due to capital investments in software development[166] - Amortization expense decreased by 92.1% to $1.7 million for the nine months ended September 30, 2024, as several intangible assets became fully amortized[167] - Cash provided by operating activities decreased by 20.6% to $78.6 million for the nine months ended September 30, 2024, compared to $99.0 million for the same period in 2023[182][183] - Cash used in investing activities increased by 37.0% to $57.4 million for the nine months ended September 30, 2024, driven by the acquisition of Motorsport Images LLC and Motorsport.com, Inc.[182][185] - Cash used in financing activities increased by 29.8% to $53.9 million for the nine months ended September 30, 2024, compared to $41.5 million for the same period in 2023[182][186] - Net loss for the three months ended September 30, 2024, was $2.527 million, compared to a net loss of $18.448 million for the same period in 2023[206] - Adjusted EBITDA for the three months ended September 30, 2024, was $80.629 million, with a margin of 33.5%, compared to $80.282 million and a margin of 35.0% for the same period in 2023[206] - Capex for the three months ended September 30, 2024, was $12.482 million, compared to $12.416 million for the same period in 2023[206] - Adjusted EBITDA less capex for the three months ended September 30, 2024, was $68.147 million, compared to $67.866 million for the same period in 2023[206] - Net income margin for the three months ended September 30, 2024, was -1.1%, compared to -8.0% for the same period in 2023[206] Operational and Market Risks - Getty Images faces risks related to the use of AI technologies, including potential harm to its brand, reputation, and intellectual property[86] - The company is subject to risks from international operations, including political, regulatory, and economic uncertainties[87] - Getty Images is exposed to risks from technological interruptions, cybersecurity breaches, and the inability to protect proprietary information[87] - The company qualifies as a "smaller reporting company" due to the market value of its Class A common stock held by non-affiliates being less than $250 million[84] - The company's 5-year interest rate swap with a notional amount of $355.0 million matured on February 19, 2024, and no new interest rate hedging arrangements have been entered into since[208] - There have been no material changes in the company's market risk exposures for the quarter ended September 30, 2024, compared to those discussed in the 2023 Form 10-K[209] Content and Customer Metrics - Getty Images offers over 593 million visual assets, with 11 million new assets added each quarter and 2.7 billion searches annually[97] - The company has almost 720,000 purchasing customers globally, with websites in 23 languages[97] - Getty Images employs over 110 staff photographers and videographers, and distributes content from over 576,000 contributors and 340 premium content partners[98] - Creative content represents 59.3% of revenue for the nine months ended September 30, 2024, with 55.5% generated through annual subscription products[101] - Editorial content represents 37.0% of revenue for the nine months ended September 30, 2024, with 52.5% generated through annual subscription products[101] - Annual subscriptions now comprise approximately 53% of total revenue for the nine months ended September 30, 2024[115] - Contributors generated annual royalties of nearly $220 million for the trailing twelve months ending September 30, 2024[109] - Total purchasing customers decreased by 12.9% to 719 thousand for the last twelve months ended September 30, 2024, compared to 826 thousand for the same period in 2023[191][193] - Total active annual subscribers increased by 47.7% to 298 thousand for the last twelve months ended September 30, 2024, compared to 202 thousand for the same period in 2023[191][195] - Paid download volume decreased by 0.7% to 94 million for the last twelve months ended September 30, 2024, compared to 95 million for the same period in 2023[191][196] - Annual subscriber revenue retention rate decreased to 92.2% for the last twelve months ended September 30, 2024, from 94.5% for the same period in 2023[191][200] - Image collection grew by 7.2% to 563 million as of September 30, 2024, compared to 525 million as of September 30, 2023[191][201] - Video collection grew by 17.2% to 31 million as of September 30, 2024, compared to 27 million as of September 30, 2023[191][201] - Video attachment rate increased to 16.4% for the last twelve months ended September 30, 2024, from 13.7% for the same period in 2023[191][203] Internal Controls and Reporting - The company's disclosure controls and procedures were effective as of September 30, 2024, in recording, processing, summarizing, and reporting required information[212] - There have been no changes in the company's internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, the internal control over financial reporting during the quarter ended September 30, 2024[213] Foreign Currency and Taxation - The company recognized net foreign currency translation adjustment gains of $7.5 million during the nine months ended September 30, 2024[124] - Net unrealized foreign currency transaction losses of $9.8 million were recognized for the nine months ended September 30, 2024[125] - Getty Images may be required to pay up to $18.1 million in 2024 as part of a tax appeal process in Canada, with a potential maximum outcome of $26.4 million if the appeal is unsuccessful[80] AI and Technological Initiatives - Getty Images launched Generative AI by Getty Images and Generative AI by iStock in September 2023 and January 2024, respectively[111] - Getty Images faces risks related to the use of AI technologies, including potential harm to its brand, reputation, and intellectual property[86]