Core Points - Getty Images Holdings, Inc. announced the settlement of an exchange offer for its unsecured 9.750% Senior Notes due 2027, exchanging them for newly issued unsecured 14.000% Senior Notes due 2028 [1][2] - The exchange involved $294,686,000 aggregate principal amount of Old Notes being accepted for exchange, leaving $5,314,000 of Old Notes outstanding after the transaction [2] - The Issuer confirmed receipt of consents from a majority of the outstanding principal amount of Old Notes, leading to the execution of a supplemental indenture for proposed amendments [3] Financial Transactions - Getty Images closed a private offering of $628,400,000 aggregate principal amount of 10.500% Senior Secured Notes due 2030, which are senior secured obligations guaranteed by the same guarantors as its existing Senior Secured Notes [4] - The proceeds from the Senior Secured Notes will be used to pay approximately $350,000,000 in fees and expenses related to a merger with Shutterstock, as well as to refinance certain indebtedness of Shutterstock [5][6] Merger Details - The offering of Senior Secured Notes is linked to a proposed merger of equals with Shutterstock, aimed at creating a premier visual company [6] - If the merger is not consummated by October 6, 2026, the Senior Secured Notes will be subject to a special mandatory redemption at 100% of the issue price plus accrued interest [6]

Core Points - Getty Images Holdings, Inc. announced the final results of an exchange offer to swap its unsecured 9.750% Senior Notes due 2027 for newly issued unsecured 14.000% Senior Notes due 2028 [1] - The exchange offer was conducted by Getty Images, Inc., a wholly owned subsidiary, and included a solicitation of consents for proposed amendments to the terms of the indenture governing the old notes [1] - As of the expiration time on October 17, 2025, $294,686,000 of the old notes were validly tendered, representing 98.23% of the total [2] Exchange Offer Details - The issuer accepted all tendered old notes, resulting in the issuance of new notes in an aggregate principal amount of $294,686,000 [2] - The settlement date for the exchange offer is expected to be October 21, 2025, with $5,314,000 of old notes remaining outstanding post-settlement [2] Company Overview - Getty Images is a leading global visual content creator and marketplace, providing a wide range of content solutions to customers worldwide [11] - The company collaborates with nearly 600,000 content creators and over 355 content partners, covering more than 160,000 news, sports, and entertainment events annually [11] - Getty Images maintains one of the largest privately-owned photographic archives globally, with millions of images dating back to the inception of photography [11]

Core Insights - Shutterstock, Inc. (NYSE: SSTK) is identified as a rare investment opportunity with an attractive risk/reward profile, particularly in light of its merger with Getty Images Holdings, Inc. [1] Company Analysis - The company is positioned to potentially outperform the broader market due to its robust, consistent, and predictable cash flows, which facilitate accurate valuation and sensitivity analysis [1]. - The merger with Getty Images is highlighted as a significant event that could enhance Shutterstock's market position and financial performance [1]. Market Context - The analysis emphasizes the importance of macroeconomic factors in driving market cycles and affecting valuation discounts or premiums, indicating that Shutterstock's performance may be influenced by broader economic conditions [1]. - The investment approach is sector and asset class agnostic, suggesting that opportunities can be found across various markets, including fixed-income markets depending on market cycles [1].

Core Insights - The initiative "Repicturing Rural" aims to provide media outlets, brands, and ad agencies with tools to authentically represent rural communities through visuals [1][2][4] - Land O'Lakes Inc. collaborates with Getty Images to launch this playbook, which includes content and perspectives for telling elevated stories about rural America [2][4] - The playbook is part of Land O'Lakes' Modern Rural Collective (MRC) efforts to inspire a new narrative for urban and rural communities [4][11] Market Demand and Representation - Getty Images' VisualGPS data indicates a 22% increase in customer searches for rural visuals in 2024 and an 8% increase to date in 2025 [5] - Despite the rising demand, 66% of Americans in rural areas feel that advertisers do not understand their communities [5][6] Visual Content and Themes - The playbook and accompanying visual library aim to address themes often oversimplified in media, such as rural demographics, workplaces, healthcare, education, and family life [6][10] - The initiative encourages the abandonment of outdated stereotypes to capture the vibrancy and complexity of rural life [6][11] Organizational Background - Land O'Lakes, Inc. reported annual sales of $16.2 billion in 2024 and is one of the largest farmer-owned cooperatives in the U.S. [10] - The Modern Rural Collective (MRC) is a network focused on creating a shared narrative that reflects the values and potential of rural communities [11]

Core Viewpoint - Getty Images Holdings, Inc. is issuing $628.4 million of 10.500% Senior Secured Notes due 2030 to finance its proposed merger with Shutterstock, Inc. [1][2] Group 1: Notes Offering - The offering consists of $628,400,000 aggregate principal amount of 10.500% Senior Secured Notes due 2030 [1] - The Notes will be senior secured obligations and guaranteed on a senior secured first lien basis by the same guarantors of Getty Images' existing 11.250% Senior Secured Notes due 2030 [1] - The offering is expected to close around October 21, 2025, subject to customary closing conditions [1] Group 2: Use of Proceeds - Gross proceeds from the sale of the Notes will be deposited in an escrow account and secured by a first-priority security interest [2] - The net proceeds will be used to pay cash consideration to Shutterstock common stockholders, refinance Shutterstock's indebtedness, and cover associated fees and expenses [2] Group 3: Merger Conditions - If the merger agreement is terminated or not consummated by October 6, 2026, the Notes will be redeemed at 100% of the issue price plus accrued interest [3] - The Issuer must inform the escrow agent if it believes the merger will not be completed by the specified date [3] Group 4: Regulatory Compliance - The Notes are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S [4] - The Notes have not been registered under the Securities Act and cannot be sold in the U.S. without registration or an exemption [4]

Core Viewpoint - Getty Images Holdings, Inc. is conducting an Exchange Offer to exchange its existing 9.750% Senior Notes due 2027 for newly issued 14.000% Senior Notes due 2028, along with a related Consent Solicitation for proposed amendments to the terms of the Old Notes [1][2]. Group 1: Exchange Offer Details - The Exchange Offer involves the exchange of $300 million of Old Notes, with $294.665 million validly tendered by the Early Tender Time, representing a participation rate of 98.22% [5]. - Eligible Holders must tender their Old Notes to deliver consents for the Proposed Amendments, and vice versa, ensuring that valid tenders also constitute consent delivery [4]. - The Total Consideration for validly tendered Old Notes includes $1,000 principal amount of New Notes, which consists of an Early Tender Premium of $50 per $1,000 principal amount of Old Notes [5][6]. Group 2: Timeline and Execution - The settlement date for the Exchange Offer and issuance of the New Notes is expected to occur on October 21, 2025 [6]. - The supplemental indenture containing the Proposed Amendments will become effective upon execution but will only operate if the Old Notes are accepted for exchange [3]. Group 3: Company Overview - Getty Images is a leading global visual content creator and marketplace, serving customers worldwide through its brands, including Getty Images, iStock, and Unsplash [14]. - The company collaborates with nearly 600,000 content creators and over 355 content partners, covering more than 160,000 events annually [14].

Core Viewpoint - Getty Images Holdings, Inc. plans to offer $628.4 million in senior secured notes to finance its proposed merger with Shutterstock, Inc. to create a leading visual content company [1][2][3] Group 1: Offering Details - The offering consists of $628,400,000 aggregate principal amount of senior secured notes due 2030 [1] - The proceeds will be used to pay approximately $350,000,000 in fees and cash consideration to Shutterstock common stockholders and to refinance certain indebtedness of Shutterstock [3] Group 2: Escrow and Redemption Conditions - Gross proceeds will be deposited in an escrow account secured by a first-priority security interest [3] - If the merger is not completed by October 6, 2026, the notes will be subject to a special mandatory redemption at 100% of the issue price plus accrued interest [4] Group 3: Regulatory Compliance - The notes will not be registered under the U.S. Securities Act and are being offered only to qualified institutional buyers [5] Group 4: Company Overview - Getty Images is a leading global visual content creator and marketplace, serving customers worldwide through its brands including Getty Images, iStock, and Unsplash [12] - The company collaborates with nearly 600,000 content creators and covers over 160,000 events annually, maintaining one of the largest photographic archives [12]

Core Points - Getty Images has been announced as the Official Photographer for the 63rd New York Film Festival (NYFF63), continuing its partnership with Film at Lincoln Center since 2015 [3][5] - The festival will take place from September 26 to October 13, and Getty Images will provide high-quality imagery from various festival events [4][6] - Getty Images covers nearly 70,000 entertainment events annually, showcasing its extensive reach in the global entertainment industry [6] Company Overview - Getty Images is a leading global visual content creator and marketplace, serving customers worldwide through its brands including Getty Images, iStock, and Unsplash [9] - The company collaborates with approximately 600,000 content creators and over 355 content partners, covering more than 160,000 news, sports, and entertainment events each year [9] - Getty Images maintains one of the largest photographic archives globally, with millions of images dating back to the inception of photography [9] Technological Advancements - The company is adopting generative AI technologies to enhance its content offerings, allowing customers to create commercially safe visuals through text-to-image generation [10]

Core Viewpoint - Getty Images Holdings, Inc. has initiated an Exchange Offer for its $300 million principal amount of outstanding 9.750% Senior Notes due 2027, allowing Eligible Holders to exchange these for newly issued unsecured 14.000% Senior Notes due 2028 [1] Summary by Sections Exchange Offer Details - The Exchange Offer allows Eligible Holders to exchange Old Notes for New Notes at a consideration of $1,000 for each $1,000 of Old Notes tendered if done by the Early Tender Time, which includes a $50 Early Tender Premium [4] - After the Early Tender Time, the consideration drops to $950 for each $1,000 of Old Notes tendered [4] - Accrued interest will be paid in cash in addition to the consideration for the Old Notes [3][5] Important Dates - The Early Tender Time is set for October 1, 2025, and the Expiration Time is October 17, 2025 [4][6] - The Final Settlement Date is expected around October 21, 2025, with an option for an Early Settlement Date after October 8, 2025 [6] New Notes Characteristics - The New Notes will have an interest rate of 14.000%, with the first payment due on March 1, 2026, and will mature on March 1, 2028 [7] - The New Notes will be redeemable at par until March 1, 2027, and will be subject to semi-annual increases thereafter [7] Consent Solicitation - The Exchange Offer includes a Consent Solicitation for proposed amendments to the indenture governing the Old Notes, with a Minimum Participation Condition requiring at least 95% of Old Notes to be tendered [8] - Major holders of Old Notes, collectively holding about 65% of the outstanding principal, have indicated intent to participate [8] Merger Context - Shutterstock has waived conditions related to the merger agreement, allowing Getty Images to proceed with the refinancing of its existing term loans and senior notes [9]

Core Insights - Climate change awareness is significantly influencing consumer behavior, with 69% of people globally feeling its effects in their daily lives [3] - A majority of consumers, 73%, are making conscious efforts to avoid negatively impacting the planet, and 57% are actively working to reduce their carbon footprint [3] - 60% of consumers are willing to spend more on businesses that align with their values, indicating a shift towards eco-conscious purchasing decisions [3] Consumer Trust and Expectations - 76% of consumers do not trust products labeled as "eco-friendly," highlighting the importance of visual representation in sustainability efforts [5] - 86% of consumers expect businesses to utilize their resources to improve society and the environment, indicating a demand for corporate responsibility [6] Visual Strategies for Businesses - Businesses should use real images that reflect actual practices rather than generic visuals to connect with eco-conscious consumers [7] - Sharing behind-the-scenes content can enhance transparency and trust, as consumers prefer to see genuine efforts rather than polished marketing [8] - Clear and specific communication about sustainability efforts is crucial, as many consumers lack understanding of terms like ESG [9] - Featuring customers and community in visuals can help consumers relate to the brand's sustainability efforts and inspire action [10] - Consistency in sustainability messaging is vital; isolated initiatives may raise skepticism among eco-conscious buyers [11] Research Methodology - The findings are based on global consumer surveys conducted between July 2022 and July 2024, with sample sizes ranging from 5,300 to 7,000 respondents across 25 countries [13]