Getty Images Announces Proposed Offering of Senior Secured Notes due 2030

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]