Getty Images Signs $3.7 Billion Merger Agreement with Shutterstock
NEW YORK - Getty Images Holdings, Inc. (NYSE: GETY) and Shutterstock, Inc. (NYSE: SSTK) announced on Monday that they have reached a definitive agreement valuing the combined company at approximately $3.7 billion. The new entity will retain the name Getty Images and continue to trade under the GETY symbol on the NYSE.
The merger aims to create a leading visual content company by bringing together the extensive content libraries of Getty Images and Shutterstock. The agreement is expected to offer customers a more comprehensive visual content selection and provide the contributor community with expanded global reach.
Getty Images CEO Craig Peters commented on the potential of the merger, emphasizing the significance of visual content and highlighting growth opportunities from combining the strengths of both companies. Shutterstock CEO Paul Hennessy expressed excitement about enhanced product offerings and value creation for both customers and shareholders.
The combined company is expected to have a strong financial profile, with revenues projected between $1.979 billion and $1.993 billion, a significant portion of which is expected to come from subscription services. Adjusted EBITDA before synergies is expected to range from $569 million to $574 million, while the net leverage ratio is anticipated to be three times the 2024 pro forma EBITDA.
In terms of leadership, Peters will serve as CEO of the combined company. An eleven-member Board of Directors will be established, consisting of six executives from Getty Images and four from Shutterstock, with Mark Getty serving as Chairman.
Under the terms of the merger, Shutterstock shareholders will have the option to receive cash, Getty Images stock, or a combination of both, subject to proportional distribution. The transaction is expected to involve $331 million in cash and 319.4 million shares of Getty Images, excluding unvested Shutterstock equity.
Upon completion of the merger, the ownership of the combined company will be approximately 54.7% for Getty Images shareholders and 45.3% for Shutterstock shareholders.
The completion of the merger is contingent upon regulatory approvals, the approval of shareholders from both companies, and the refinancing of Getty Images' existing debt. The transaction was unanimously approved by the boards of both companies.
Berenson & Company, LLC and J.P. Morgan Securities LLC are providing financial advisory services to Getty Images, while Allen & Company LLC is advising Shutterstock. The legal advisors for the companies are Skadden, Arps, Slate, Meagher & Flom LLP for Getty Images and White & Case LLP for Shutterstock.
The companies will hold a joint conference call today to discuss merger details. This article is based on a press release.