Getty Images Prices $628.4 Million of 10.500% Senior Secured Notes due 2030

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]