Getty Images Enters Material Definitive Agreement
Ticker: GETY · Form: 8-K · Filed: Jan 7, 2025 · CIK: 1898496
Sentiment: neutral
Topics: material-definitive-agreement, filing
TL;DR
Getty Images signed a big deal, filing an 8-K on Jan 6, 2025.
AI Summary
On January 6, 2025, Getty Images Holdings, Inc. entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Seattle, WA.
Why It Matters
This filing indicates a significant new agreement for Getty Images, which could impact its business operations and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.
Key Numbers
- 001-41453 — SEC File Number (Identifies the specific SEC filing for Getty Images Holdings, Inc.)
- 87-3764229 — IRS Employer Identification No. (Tax identification number for Getty Images Holdings, Inc.)
Key Players & Entities
- Getty Images Holdings, Inc. (company) — Registrant
- January 6, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Seattle, WA (location) — Address of Principal Executive Offices
- VECTOR HOLDING, LLC (company) — Former company name
FAQ
What type of Material Definitive Agreement did Getty Images Holdings, Inc. enter into?
The filing does not specify the nature of the Material Definitive Agreement, only that one was entered into on January 6, 2025.
When was the earliest event reported in this 8-K filing?
The earliest event reported is dated January 6, 2025.
What is the principal executive office address for Getty Images Holdings, Inc.?
The principal executive offices are located at 605 5th Ave S. Suite 400, Seattle, WA 98104.
What was Getty Images Holdings, Inc. formerly known as?
The company was formerly known as VECTOR HOLDING, LLC, with a date of name change on December 10, 2021.
What is the SIC code for Getty Images Holdings, Inc.?
The Standard Industrial Classification (SIC) code is 7389, which falls under SERVICES-BUSINESS SERVICES, NEC.
Filing Stats: 4,654 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2025-01-07 17:26:45
Key Financial Figures
- $0.0001 — ares of Class A Common Stock, par value $0.0001 per share (" Getty Images Common Stock
- $0.01 — nding shares of common stock, par value $0.01 per share, of Shutterstock (the " Shutt
- $9.50 — amount in cash equal to the product of $9.50 (the " Mixed Election Per Share Cash Co
- $28.8487 — ection "); (ii) cash consideration of $28.8487 (a " Cash Election "); or (iii) 13.67
- $32,700,000 — ages a termination fee in the amount of $32,700,000. If the Merger Agreement is terminated
- $40,000,000 — tock a termination fee in the amount of $40,000,000. In no event will Getty Images be requi
Filing Documents
- tm2415646d1_8k.htm (8-K) — 78KB
- tm252186d1_ex2-1.htm (EX-2.1) — 907KB
- tm252186d1_ex10-1.htm (EX-10.1) — 81KB
- tm252186d1_ex10-2.htm (EX-10.2) — 101KB
- tm252186d1_ex10-3.htm (EX-10.3) — 58KB
- tm252186d1_ex10-4.htm (EX-10.4) — 42KB
- tm252186d1_ex99-1.htm (EX-99.1) — 43KB
- 0001104659-25-001732.txt ( ) — 1313KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On January 6, 2025, Getty Images Holdings, Inc., a Delaware corporation (" Getty Images ") , entered into an Agreement and Plan of Merger, dated as of January 6, 2025 (the " Merger Agreement "), by and among Getty Images, Grammy Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Getty Images (" Merger Sub 2 "), Grammy Merger Sub 3, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Getty Images (" Merger Sub 3 "), Shutterstock, Inc., a Delaware corporation (" Shutterstock "), Grammy HoldCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Shutterstock (" HoldCo "), and Grammy Merger Sub One, Inc., Delaware corporation and a direct wholly owned subsidiary of HoldCo (" Merger Sub 1 ") , pursuant to which, subject to the terms and conditions set forth therein, (a) Merger Sub 1 will be merged with and into Shutterstock, with Shutterstock surviving such merger as a wholly owned subsidiary of HoldCo (the " First Merger "), immediately followed by a conversion of Shutterstock into a Delaware limited liability company (the " LLC Conversion "), (b) Merger Sub 2 will be merged with and into Holdco (the " Second Merger "), with HoldCo surviving the Second Merger as a wholly owned subsidiary of Getty Images and (c) immediately after the Second Merger, HoldCo will be merged with and into Merger Sub 3 (the " Third Merger ", together with the First Merger, the LLC Conversion and the Second Merger, the " Transactions "), with Merger Sub 3 surviving the Third Merger as a wholly owned subsidiary of Getty Images . Getty Images' Board of Directors (the " Board ") has unanimously approved and declared advisable the Merger Agreement, the Transactions and the other transactions contemplated thereby and resolved to recommend that Getty Images' stockholders approve the issuance (the " Getty Images Stock Issuance ") of shares of Cla