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]

Group 1 - Getty Images has been named the Official Photographer of the Toronto International Film Festival (TIFF) for the 50th edition, renewing a longstanding partnership [2][5] - The festival will take place from September 4 to 14, 2025, and Getty Images' photographers will capture exclusive images from various events, including red carpet premieres and screenings [3][5] - A portion of the proceeds from selected red carpet premieres will be donated to the Every Story fund, which promotes diversity, equity, inclusion, and belonging in film [4][5] Group 2 - Getty Images covers nearly 70,000 entertainment events annually, partnering with major brands on creative content strategies [6]

Core Insights - iStock emphasizes the importance of incorporating visual content in SEO strategies for small and medium-sized businesses (SMBs) to remain competitive in an AI-driven market [1][2] SEO Trends and Insights - SEO remains a top skill that SMBs globally wish to learn, with 60% of respondents creating and sourcing their own content, often utilizing generative AI for visual concept development [2][3] - Traditional SEO practices are still crucial, including using descriptive file names, primary keywords, alt text, and appropriate image formats to enhance online presence [5] Video Content Utilization - Video content is underutilized by SMBs, with only 11% incorporating it into their strategies, despite 74% of people globally turning to video for learning and inspiration [5] AI Integration in SEO - AI tools can enhance SEO workflows, including copywriting, keyword research, and image generation, with a recommendation for A/B testing AI-generated content to measure engagement [5] - A significant 86% of consumers believe AI-generated content should be clearly labeled, indicating the importance of transparency in content creation [5] Generative Engine Optimization (GEO) - SMBs are encouraged to align SEO with GEO to leverage AI-powered generative search engines, analyzing traffic data to understand the impact on brand visibility [5]

Core Viewpoint - Getty Images Holdings, Inc. reported a quarterly loss of $0.08 per share, missing the Zacks Consensus Estimate of $0.03, and showing a significant decline from earnings of $0.01 per share a year ago, resulting in an earnings surprise of -366.67% [1][2] Financial Performance - The company posted revenues of $234.88 million for the quarter ended June 2025, which was 0.61% below the Zacks Consensus Estimate, but an increase from $229.14 million in the same quarter last year [2] - Over the last four quarters, Getty Images has not surpassed consensus EPS estimates and has only topped revenue estimates twice [2] Stock Performance - Shares of Getty Images have declined approximately 21.8% since the beginning of the year, contrasting with the S&P 500's gain of 8.6% [3] - The current Zacks Rank for Getty Images is 3 (Hold), indicating that the stock is expected to perform in line with the market in the near future [6] Earnings Outlook - The consensus EPS estimate for the upcoming quarter is $0.03 on revenues of $242.78 million, while the estimate for the current fiscal year is -$0.16 on revenues of $952.28 million [7] - The trend of earnings estimate revisions is mixed, which could change following the recent earnings report [6] Industry Context - The Internet - Software industry, to which Getty Images belongs, is currently ranked in the top 37% of over 250 Zacks industries, suggesting that companies in the top half tend to outperform those in the bottom half by more than 2 to 1 [8]

Financial Data and Key Metrics Changes - Q2 2025 revenue was $234.9 million, representing a year-on-year growth of 2.5% or 1.8% on a currency neutral basis [4][12] - Adjusted EBITDA for the quarter was $68 million, down 1.2% reported and 2.2% on a currency neutral basis [4][17] - Free cash flow was negative $9.6 million compared to positive $31.1 million in Q2 2024, primarily due to cash outflows related to merger and legal expenses [19] - The company finished the quarter with $110.3 million in cash, down $11.4 million from Q2 2024 [19] Business Line Data and Key Metrics Changes - Subscription revenue accounted for 53.5% of total revenue, up from 52.9% in Q2 2024, with a growth of 3.7% or 3% on a currency neutral basis [12] - Annual subscriber count reached 321,000, representing a growth of approximately 14% over the comparable 2024 period [13] - Paid downloads decreased slightly to 93 million, while video attachment rate increased to 16.7% from 15.6% in the prior year [14] - Editorial revenue grew by 5.6% year-on-year to $88.3 million, driven by strong demand for news and sports coverage [15] Market Data and Key Metrics Changes - Revenue growth in The Americas was 7.2% on a currency neutral basis, while EMEA was down 6% and APAC down 1.1% [16] - The agency business faced challenges, with a 10% decline in Q2, impacting overall creative performance [14][11] Company Strategy and Development Direction - The company continues to focus on expanding its subscription business and enhancing its AI capabilities, which are integrated into its image subscriptions [8][9] - The merger with Shutterstock is progressing, with shareholder approval received and regulatory reviews ongoing [10][9] Management's Comments on Operating Environment and Future Outlook - Management noted ongoing macroeconomic uncertainty and challenges in the agency business but expressed confidence in the corporate and media segments [11] - The company anticipates tougher year-on-year comparisons in the second half of 2025 due to the impacts of the Hollywood strikes and production disruptions [22][23] Other Important Information - SG&A expenses increased to $105.1 million, primarily due to professional fees related to compliance efforts and ongoing litigation [17] - Adjusted EBITDA less CapEx was $51.9 million, down 3% year-on-year [18] Q&A Session Summary Question: Comments on strength in corporate media relative to subscription results - Management indicated that the creative decline is primarily due to agency challenges, while corporate and media segments are performing well [26][28] Question: Clarification on agency weakness versus a la carte strength - Management clarified that agency weakness impacts a la carte performance, and editorial a la carte continues to perform well [32][34] Question: Drivers of subscription mix shift and retention rate increase - Management highlighted growth in e-commerce subscriptions and noted that retention rates are stabilizing, particularly in Premium Access [38][42] Question: Update on litigation with Stability AI - Management explained the strategic differences in litigation between the US and UK, emphasizing ongoing efforts in the US case [40][46]