===Shutterstock (STTK) and Getty Images (GETY) to combine in merger of equals

 

Shutterstock and Getty Images (GETY) to combine in merger of equals

• Getty Images Holdings, Inc. (GETY) and Shutterstock (SSTK) announced that they entered into a definitive merger agreement to combine in a merger of equals transaction, creating a premier visual content company. The combined company, which would have an enterprise value of approximately $3.7 billioni, will be named Getty Images Holdings, Inc and will continue to trade on the New York Stock Exchange under the ticker symbol "GETY".
• On a pro forma 2024 basis the combined company would have an attractive financial profile:
  • Revenue of between $1,979 million and $1,993 million, including 46% of subscription revenue
  • Pre-synergy EBITDA of between $569 million and $574 million
  • Pre-synergy Adjusted EBITDA less capital expenditures of between $461 million and $466 million
  • Pre-synergy net leverage of 3.0x pro forma 2024 pre-synergy EBITDA
• Transaction Details - Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, 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.
• Expected annual cost synergies between $150 million and $200 million by year three
• Expected to be accretive to earnings and cash flow beginning in year two