The merger positions the new entity as a global leader in visual content, leveraging combined investments in technology, content creation, and event coverage.
Getty Images Holdings, Inc. and Shutterstock have signed a definitive agreement to merge, forming a premier visual content company. The new entity, valued at approximately $3.7 billion, will retain the name Getty Images Holdings, Inc., and continue trading on the New York Stock Exchange under the ticker symbol “GETY.”
The merger is set to combine the strengths of both companies, offering an expanded content library and advanced capabilities for creative, media, and advertising industries. This includes increased investments in content innovation, event coverage, and technology such as generative AI and 3D imagery.
Leadership Statements
Craig Peters, CEO of Getty Images, stated:
“This transformative merger unlocks opportunities to strengthen our financial foundation and invest in the future. Together, we aim to enhance our content offerings, expand event coverage, and develop innovative technologies to meet the growing demand for compelling visual content.”
Paul Hennessy, CEO of Shutterstock, added:
“The merger allows us to expand our creative content library and improve our product offerings to serve diverse customer needs. By combining our strengths, we will accelerate innovation, create significant cost synergies, and enhance shareholder value.”
Key Benefits of the Merger
- Enhanced Innovation: The merger enables greater investment in customer-facing technologies, including search, generative AI, and 3D imagery.
- Diverse Portfolios: Expands product offerings across still imagery, video, music, and more.
- Opportunities for Creators: Offers contributors broader reach and access to global customers.
- Financial Strength: Improved cash flow and reduced borrowing costs, enabling accelerated debt repayment and new investments.
- Significant Cost Synergies: Projected savings of $150–$200 million annually by year three, with most realized within 24 months.
Financial Outlook
On a pro forma basis for 2024, the combined company is expected to generate:
- Revenue of $1.98–$1.99 billion (46% subscription-based).
- EBITDA of $569–$574 million (pre-synergy).
- Adjusted EBITDA less capital expenditures of $461–$466 million (pre-synergy).
- A net leverage ratio of 3.0x EBITDA.
Leadership and Governance
Craig Peters will serve as CEO of the combined company, with an 11-member Board of Directors led by Mark Getty, Chairman of Getty Images. The Board will include six directors from Getty Images and four from Shutterstock, including Paul Hennessy.
Transaction Details
Under the agreement, Shutterstock stockholders can choose from the following options at closing:
- Cash Option: $28.85 per share.
- Stock Option: 13.67 shares of Getty Images stock per Shutterstock share.
- Mixed Option: 9.17 Getty Images shares + $9.50 in cash per Shutterstock share.
Prorated adjustments will ensure balanced cash and stock consideration. Getty Images stockholders will hold 54.7% of the merged entity, while Shutterstock stockholders will own 45.3%.
Closing Timeline
The merger is subject to customary closing conditions, including regulatory approvals, shareholder votes, and debt refinancing. Both companies expect the transaction to close later in 2025.
