Shutterstock Enters Material Definitive Agreement
Ticker: SSTK · Form: 8-K · Filed: Jan 7, 2025 · CIK: 1549346
Sentiment: neutral
Topics: material-definitive-agreement, filing
TL;DR
Shutterstock just signed a big deal, filing an 8-K on Jan 6, 2025.
AI Summary
On January 6, 2025, Shutterstock, Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and its principal executive offices are located at 350 Fifth Avenue, New York, NY.
Why It Matters
This filing indicates a significant new agreement for Shutterstock, 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 Players & Entities
- Shutterstock, Inc. (company) — Registrant
- January 6, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 350 Fifth Avenue, New York, NY (location) — Principal executive offices
FAQ
What is the nature of the material definitive agreement entered into by Shutterstock, Inc. on January 6, 2025?
The filing states that Shutterstock, Inc. entered into a material definitive agreement on January 6, 2025, but the specific details of this agreement are not provided in the provided text.
What other information is included in this Form 8-K filing?
This Form 8-K filing includes Regulation FD disclosures and financial statements and exhibits.
When was Shutterstock, Inc. incorporated and where are its principal executive offices located?
Shutterstock, Inc. was incorporated in Delaware and its principal executive offices are located at 350 Fifth Avenue, 20th Floor, New York, NY 10118.
What is the IRS Employer Identification Number for Shutterstock, Inc.?
The IRS Employer Identification Number for Shutterstock, Inc. is 80-0812659.
What is the SEC file number and film number for this filing?
The SEC file number for Shutterstock, Inc. is 001-35669, and the film number is 25515735.
Filing Stats: 4,687 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2025-01-07 17:18:17
Key Financial Figures
- $0.01 — ange on which registered Common Stock, $0.01 par value per share SSTK New York S
- $0.0001 — ares of Class A Common Stock, par value $0.0001 per share (" Getty Images Common Stock
- $9.50 — amount in cash equal to the product of $9.50 (the " Mixed Election Per Share Cash Co
- $28.8487 — ction "); (ii) cash consideration of $28.8487 (a " Cash Election "); or (iii) 13.6
- $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
- $400,000 — ansactions, in each case up to a cap of $400,000 (such cap does not apply to expenses in
Filing Documents
- ny20041185x1_8k.htm (8-K) — 88KB
- ny20041185x1_ex2-1.htm (EX-2.1) — 934KB
- ny20041185x1_ex10-1.htm (EX-10.1) — 80KB
- ny20041185x1_ex10-2.htm (EX-10.2) — 96KB
- ny20041185x1_ex10-3.htm (EX-10.3) — 43KB
- ny20041185x1_ex10-4.htm (EX-10.4) — 42KB
- ny20041185x1_ex99-1.htm (EX-99.1) — 44KB
- 0001140361-25-000468.txt ( ) — 1748KB
- sstk-20250106.xsd (EX-101.SCH) — 4KB
- sstk-20250106_lab.xml (EX-101.LAB) — 21KB
- sstk-20250106_pre.xml (EX-101.PRE) — 16KB
- ny20041185x1_8k_htm.xml (XML) — 4KB
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, Shutterstock, Inc., a Delaware corporation (" Shutterstock ") , entered into an Agreement and Plan of Merger(the " Merger Agreement "), by and among 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 "), Getty Images Holdings, Inc., a Delaware corporation (" 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 ") , 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 (the time of effectiveness of the Second Merger being hereinafter referred to as the " Effective Time ") 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 . Shutterstock's Board of Directors (the " Shutterstock Board ") has unanimously approved and declared advisable the Merger Agreement, the Transactions and the other transactions contemplated thereby. Following execution of the Merger Agreement