Getty Images To Acquire Shutterstock To Create $3.7 Billion Firm

Getty Images Holdings Inc. agreed to acquire rival stock-photo provider Shutterstock Inc. in a deal that would create a combined company worth about $3.7 billion including debt.

Getty Images offers to pay about $28.85 in cash, or roughly 13.67 Getty Images shares for each Shutterstock share, according to a statement on Tuesday, confirming an earlier Bloomberg News report. Shutterstock shareholders could also opt to be paid in a mix of cash and Getty shares.

For the transaction, Getty Images is expected to pay $331 million in cash and 319.4 million of its own shares. Upon completion, Getty Images holders will own about 54.7% of the combined company, while Shutterstock shareholders will own the rest. Craig Peters, Getty Images's chief executive officer, will serve in the same role for the combined entity.

The deal bring together two of the biggest providers of licensed visual content in the US as artificial intelligence upends the content-creation market and cell phone cameras dilute the value of stock photos. It will marry Getty Images' immense library of photos, illustrations and videos with Shutterstock's huge searchable platform that lets contributors upload their content. 

As of Monday's close, Getty Images — which has about $1.4 billion in debt — had lost about 73% of its market value since going public in July 2022 via a blank-check deal. Shutterstock has fallen about 50% over the same time period. Following the announcement on Tuesday, Shutterstock jumped as much as 44% in premarket trading, while Getty surged as much as 100%.

The companies are banking that by coming together they can cut costs and boost profitability by offering a broader suite of services to the media, advertising and content creation industries.

Antitrust Risk

The pairing will also be an early test of how amenable the Trump administration's incoming antitrust overseers will be of mergers among leading players in fairly concentrated industries, after the Biden administration blocked high-profile deals in the supermarket and airline industries. While this transaction is likely to draw intense scrutiny, it underscores how dealmakers are optimistic that regulators will have a lighter touch—at least in certain sectors. 

Seattle-based Getty Images was co-founded in 1995 by Chairman Mark Getty of the wealthy Getty family. He is a director at Getty Investments, which holds about 43% of the company's outstanding shares, according to data compiled by Bloomberg.  

Over the decades, the company has been in and out of the public markets and changed hands a few times. Hellman & Friedman took it private in 2008 and sold it four years later to Carlyle Group Inc. The Getty family took control of the company in 2018 and sold a minority stake that year to Koch Industries Inc.'s investment arm. 

The family agreed in 2021 to merge the company with a blank-check vehicle backed by CC Capital and Neuberger Berman. 

Berenson & Co. and JPMorgan Chase & Co. are financial advisers to Getty Images, while Allen & Co. is financial adviser to Shutterstock.