Milbank LLP represented the dealer manager in connection with an exchange offer of 9.750% senior notes due 2027 for 14.000% senior notes due 2028 by Getty Images, Inc. The exchange offer was made in connection with the previously announced proposed merger of equals between Getty Images Holdings, Inc. and Shutterstock, Inc., creating a premier visual company. The 2028 notes’ redemption price and price payable at maturity increase through maturity and the 2028 notes are subject to mandatory redemption. In connection with the exchange offer, holders of the 2027 notes also consented to certain amendments to the terms of the 2027 notes, including the addition of an anti-boycott permission, transfer restrictions and certain veto rights. After the closing of the merger, the 2028 notes will be guaranteed by Shutterstock and its subsidiaries.
Getty Images and Shutterstock are global leaders in visual content. Getty Images, through its Getty Images, iStock, and Unsplash brands, offers a comprehensive suite of content solutions and maintains one of the world’s largest privately-owned photographic archives. Shutterstock empowers businesses and creatives with a vast, diverse collection of licensable assets, cutting-edge technology and full-service production capabilities to turn ideas into impact.
The Milbank deal team was led by Corporate Finance and Securities partner and practice group leader Jonathon Jackson with support from associates Moses Farzan Nekou, Ian Hunley and Heaven Johnson and law clerk Kim Ira.
