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 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 - Getty Images reported solid growth in Q2 2025, driven by subscription momentum and strong demand across Corporate and Media sectors [2][5] - The company achieved its fifth consecutive quarter of revenue growth, emphasizing execution and fiscal discipline moving forward [2][5] Financial Performance - Q2 2025 revenue was $234.9 million, a 2.5% increase year-over-year and 1.8% on a currency-neutral basis [6] - Creative revenue decreased by 5.1% year-over-year to $130.8 million, while editorial revenue increased by 5.6% to $88.3 million [6] - Annual subscription revenue grew to 53.5% of total revenue, up from 52.9% in Q2 2024 [6] Profitability Metrics - The company reported a net loss of $34.4 million in Q2 2025, compared to a net income of $3.7 million in Q2 2024 [6] - Adjusted EBITDA for Q2 2025 was $68.0 million, down 1.2% year-over-year, with an adjusted EBITDA margin of 28.9% [6][44] - Free cash flow was $(9.6) million in Q2 2025, a decrease from $31.1 million in the prior year [6] Liquidity and Balance Sheet - The ending cash balance on June 30, 2025, was $110.3 million, down from $121.2 million a year earlier [6][35] - Total debt stood at $1.39 billion, including $539.9 million in Senior Secured Notes and a Term Loan balance of $550.3 million [7] Key Performance Indicators - Total purchasing customers decreased by 4.4% to 707,000, while active annual subscribers increased by 13.8% to 321,000 [9] - The annual subscriber revenue retention rate improved to 93.4%, up from 89.4% in the previous year [9] Business Highlights - The company reaffirmed its 2025 revenue guidance of $931 million to $968 million, with expected year-over-year growth of -0.9% to 3.1% [14] - Getty Images is working towards closing its merger with Shutterstock by the end of 2025, with regulatory reviews ongoing [19][18]

Group 1 - Getty Images Holdings, Inc. plans to release its second quarter 2025 results after market close on August 11, 2025, followed by a conference call at 4:30 p.m. Eastern Time [1] - The conference call can be accessed via phone or through a webcast on the company's Investor Relations website [2][3] - Getty Images is a leading global visual content creator and marketplace, serving customers worldwide through its brands including Getty Images, iStock, and Unsplash [4] Group 2 - The company collaborates with nearly 600,000 content creators and over 350 content partners, covering more than 160,000 events annually [4] - Getty Images offers innovative solutions, including generative AI technologies, to enhance the creative process for its customers [5]

Core Insights - The report "Sustainability at the Crossroads" by Getty Images provides insights into consumer sentiment regarding sustainability and offers guidance for brands to communicate their CSR commitments effectively [5][12] - A significant 69% of global consumers acknowledge the direct impact of climate change on their daily lives, indicating a growing personal connection to the issue [6][12] - The report highlights a shift in consumer expectations, with 86% believing businesses should leverage their resources to enhance societal and environmental conditions [6][12] Consumer Expectations - 81% of consumers prefer visuals that depict the real effects of climate change, favoring transparency over idealized imagery [15] - 78% of consumers want to see improvements in sustainability efforts, emphasizing the need for storytelling that combines impactful imagery with tangible actions [15] - 83% believe that AI could positively influence the climate crisis in the next five years, although only 41% view AI as beneficial for energy efficiency [15] Brand Communication Strategies - The report stresses the importance of authentic visual storytelling that aligns with real-world impacts, as 76% of consumers question the credibility of brands' environmental claims [12][15] - Companies are encouraged to integrate sustainability into their core identity, showing how they address climate change through product design and messaging [15] - Visuals should reflect personal impacts of climate change, making sustainability relatable and accessible to consumers [15] Methodology - The report is 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 [16]

Core Insights - Getty Images has renewed its partnership as the Official Photographer of the Tribeca Festival for the sixteenth consecutive year, highlighting its commitment to supporting independent storytelling [1][2]. Group 1: Partnership Details - The partnership will see Getty Images' award-winning photographers and videographers capturing high-quality imagery and video throughout the Tribeca Festival, which runs from June 4 to June 15 in New York City [2]. - Getty Images will cover over 100 feature films, including red carpet premieres, film screenings, and various sponsored events, often from exclusive vantage points [2][4]. Group 2: Content Production - Getty Images' team will produce high-end portraits of the Festival's talent and creators, which will be distributed exclusively through gettyimages.com [3]. - The company has been collaborating with the Tribeca Festival since 2009, emphasizing its role in delivering significant moments to global audiences through its unique access and distribution platform [4]. Group 3: Broader Industry Engagement - Beyond the Tribeca Festival, Getty Images is involved in nearly 70,000 entertainment events annually, including awards ceremonies and fashion weeks, partnering with major brands on creative content strategies [4].

Core Insights - Getty Images reported a revenue of $224.1 million for Q1 2025, reflecting a year-over-year increase of 0.8% and a currency neutral growth of 2.6% [5][6] - The company experienced a net loss of $102.6 million in Q1 2025, compared to a net income of $13.6 million in Q1 2024, primarily due to increased tax expenses and foreign exchange losses [6][31] - Annual subscription revenue grew to 57.2% of total revenue, up from 54.7% in Q1 2024, with a 5.4% increase in annual subscription revenue year-over-year [5][6] Financial Performance - Q1 2025 revenue breakdown: Creative revenue was $132.2 million (down 4.8% YoY), Editorial revenue was $82.6 million (up 4.0% YoY) [6][48] - Adjusted EBITDA for Q1 2025 was $70.1 million, slightly down 0.1% year-over-year, with an adjusted EBITDA margin of 31.3% [6][44] - Free cash flow for Q1 2025 was $(0.3) million, a decrease from $7.1 million in the prior year [6][47] Liquidity and Balance Sheet - As of March 31, 2025, the company had an ending cash balance of $114.6 million, down from $121.2 million at the end of 2024 [6][49] - Total debt stood at $1.36 billion, including $300 million in senior notes and a term loan balance of $1.06 billion [6][14] - The company has $150 million available through its undrawn Revolver, resulting in total available liquidity of $264.6 million [6][49] Business Highlights - The company signed new exclusive partnerships with WWE, Major League Soccer, and the National Women's Soccer League, and renewed partnerships with UEFA [15] - Getty Images is working towards a merger with Shutterstock, which is expected to close in the second half of 2025, pending regulatory approvals [17][19] Key Performance Indicators - Total purchasing customers decreased by 7.9% to 708,000, while active annual subscribers increased by 21.2% to 318,000 [7][8] - The annual subscriber revenue retention rate improved to 92.7%, up from 90.0% in the previous year [8] - The image collection grew to 582 million, and the video collection increased to 34 million, reflecting growth of 6.9% and 16.3% respectively [8]

Core Insights - Getty Images, in partnership with the National Disability Leadership Alliance, announced a $20,000 creative grant to enhance authentic representation of the disability community in professional settings [1][10] - Research indicates that 71% of global consumers desire to see people with disabilities in everyday social and professional contexts, yet 75% of visuals currently depict them mainly in healthcare settings, presenting an opportunity for broader representation [2] Grant Recipients - First Place: Elizabeth Rajchart, whose project 'Scene Change: Disability in Media' focuses on inclusive fashion and leadership, challenging stereotypes through her photography [3] - Second Place: Nasreen Alkhateeb, an award-winning cinematographer, plans to create a visual archive for her project 'Reframing Us', which aims to redefine professional success through a disability-led perspective [6] - Third Place: Charmaine Chitate, a Zimbabwe-based photographer, will explore inclusion and exclusion in professional life through her project 'unaltered.unfiltered' [8] Historical Context - This initiative builds on The Disability Collection launched in 2018, aimed at authentically representing people with disabilities in media [10] - Getty Images' grants program, established in 2004, has awarded over $2.6 million to support underrepresented voices and important narratives [10]