Getty Images Holdings, Inc. (NYSE: GETY) announced today that its wholly owned subsidiary, Getty Images, Inc., will offer $628.4 million of senior secured notes due 2030 in a private offering. The notes will be senior secured obligations, jointly and severally guaranteed by the same guarantors that back the issuer’s existing senior secured notes due 2030 and its secured credit facility. The offering is structured to support the company’s proposed merger with Shutterstock, Inc.
An equal amount of the gross proceeds will be deposited into an escrow account secured by a first‑priority interest in the account and all funds therein. Upon release from escrow, Getty Images intends to use $350 million of the net proceeds to pay fees, expenses and cash consideration to Shutterstock common‑stock holders in connection with the merger, and the remaining proceeds to refinance certain Shutterstock indebtedness and cover offering costs. The notes are not registered under the U.S. Securities Act and will be sold only to qualified institutional buyers under Rule 144A and to foreign investors under Regulation S.
If the merger is not consummated on or before October 6, 2026, or if the issuer determines that the merger will not be completed, the notes will be redeemed at a mandatory redemption price equal to 100% of the issue price plus accrued and unpaid interest. The redemption provision provides a clear exit strategy for investors should the merger fail to close. The offering reflects Getty Images’ ongoing effort to secure financing for the merger while maintaining a strong balance sheet.
This financing move underscores Getty Images’ commitment to completing the merger with Shutterstock and to strengthening its financial position. By raising capital through a senior secured debt instrument, the company can fund transaction costs and refinance existing obligations without diluting equity. The announcement is a material development for investors as it directly supports the company’s strategic merger plan.
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