Getty Images and Shutterstock to merge

Getty Images (GETY) and Shutterstock (SSTK) entered into a definitive merger agreement to combine in a merger of equals transaction, creating a visual content company. The combined company, which would have an enterprise value of approximately $3.7B, will be named Getty Images Holdings, Inc and will continue to trade on the NYSE under the ticker symbol “GETY”. The transaction is expected to facilitate investment in innovative content creation, expanded event coverage, and customer-facing technologies and capabilities such as search, 3D imagery and generative AI; create a broader set of visual content products across still imagery, video, music, 3D and other asset types; provide contributors greater opportunities to reach customers around the world; drive expected run rate synergies across SG&A and CAPEX between $150M-$200M achieved within the first three years post-close, with approximately two-thirds expected to be delivered within the first twelve to twenty-four months. On a pro forma 2024 basis, the combined company would have: revenue of $1.98B-$1.99B, including 46% of subscription revenue; pre-synergy EBITDA of $569M-$574M, pre-synergy Adjusted EBITDA less capital expenditures of $461M-$466M, and pre-synergy net leverage of 3.0x pro forma 2024 pre-synergy EBITDA. Getty Images’s CEO, Craig Peters, will serve as CEO of the combined company. The combined company will have an eleven-member Board of Directors, comprised of Getty Images CEO Craig Peters, six directors designated by Getty Images and four directors designated by Shutterstock, including Paul Hennessy, Shutterstock CEO. The Chairman of the Board of Directors of the combined company will be Mark Getty, currently Chairman of Getty Images. Shutterstock stockholders at close can elect to receive one of the following: $28.84870 per share in cash for each share of Shutterstock common stock they own; 13.67237 shares of Getty Images common stock for each share of Shutterstock common stock they own; or a mixed consideration of 9.17 shares of Getty Images common stock plus $9.50 in cash for each share of Shutterstock common stock they own. Shutterstock shareholder elections at close are subject to proration to ensure that the aggregate consideration payable by Getty Images consist of $9.50 in cash per Shutterstock share as of immediately before close and 9.17 shares of Getty Images stock per Shutterstock share as immediately before close. The aggregate consideration payable by Getty Images would consist of $331M in cash and 319.4 million shares of Getty Images stock. At close, Getty Images stockholders will own approximately 54.7% and Shutterstock stockholders will own approximately 45.3% of the combined company on a fully diluted basis. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholders and the extension or refinancing of Getty Images’ existing debt obligations.