SCHEDULE 13D/A: Koch Entities Affirm Significant Stake in Getty Images, Back Shutterstock Merger and Secure Board Seat

Koch Icon Investments, LLC and affiliated entities have reaffirmed their nearly 20% stake in Getty Images Holdings, Inc., providing crucial consent for the Shutterstock merger and securing a board designation right, alongside new transfer restrictions and registration rights.

Summary

• Koch Icon Investments, LLC and its affiliates, including Koch, Inc., beneficially own 80,733,607 shares of Getty Images Holdings, Inc. Class A common stock.
• This represents approximately 19.58% of the outstanding Public Shares, calculated based on 412,270,402 shares outstanding as of January 3, 2025.
• The filing is an Amendment No. 2 to a Schedule 13D, updating previous filings from September 6, 2022, and August 2, 2024.
• On January 6, 2025, Getty Images, Shutterstock, Inc., and their subsidiaries entered into a Merger Agreement.
• The Merger Agreement required irrevocable written consent from the Getty Family Stockholders and Koch Icon for the issuance of Public Shares, which was delivered on January 7, 2025.
• Concurrent with the Merger Agreement, Koch Icon, the Getty Family Stockholders, and Jonathan Oringer entered into a Significant Stockholder Agreement.
• This agreement imposes transfer restrictions on their Public Shares for 90 days post-closing, and thereafter restricts transfers to direct competitors or activist shareholders, subject to exceptions.
• Under the Significant Stockholder Agreement, Koch Icon is entitled to designate one individual for nomination to Getty Images' board of directors as long as it beneficially owns 5% or more of the voting power.
• Koch Icon also entered into a Letter Agreement with Getty Images on January 6, 2025, agreeing to further transfer restrictions until the merger's closing or termination, and to cooperate in terminating the existing Stockholders Agreement.
• The existing Registration Rights Agreement will be amended and restated, granting piggyback and customary demand registration rights, adding Jonathan Oringer as a party, and committing Getty Images to coordinate an underwritten secondary offering within 90 days post-closing.

Sentiment

Score: 7

Explanation: The filing indicates strong support from a major shareholder for a significant corporate transaction (merger), securing governance rights, and outlining future liquidity events. This suggests positive strategic alignment and confidence, though the document itself is purely factual and does not contain performance metrics.

Positives

• Koch Icon's continued significant ownership (19.58%) indicates strong investor confidence.
• The consent from major stockholders (Koch Icon and Getty Family Stockholders) for the Share Issuance is a positive step towards the completion of the merger with Shutterstock.
• Koch Icon securing a board designation right provides them direct influence and oversight, potentially aligning management decisions with significant shareholder interests.
• The planned underwritten secondary offering within 90 days post-closing could provide liquidity for existing significant shareholders.

Negatives

• The transfer restrictions on significant stockholders' shares (90-day lock-up and restrictions on transfers to competitors/activists) limit immediate liquidity for these large holders.
• The document does not provide details on the financial terms or strategic rationale of the Getty Images-Shutterstock merger itself, which is the underlying event driving these agreements.

Risks

• The completion of the merger with Shutterstock is a key contingency for many of the agreements (e.g., transfer restrictions, termination of existing agreements). Failure to close the merger could impact these arrangements.
• The success of the combined entity post-merger is an inherent risk, as the document does not provide details on the merger's financial or operational implications.
• Potential market impact from the planned underwritten secondary offering, which could introduce a large block of shares into the market.

Future Outlook

The document indicates a future underwritten secondary offering of Public Shares within 90 days following the closing of the transactions contemplated by the Merger Agreement. It also outlines the intention for a Koch Icon designee to serve on the Issuer's board of directors post-merger.

Industry Context

This filing highlights a significant ownership stake and strategic alignment between a major investor (Koch entities) and Getty Images, particularly in the context of its proposed merger with Shutterstock. This indicates consolidation within the digital content and stock imagery industry, where major players are seeking to expand market share and leverage synergies. The involvement of a large investment group like Koch suggests a long-term strategic interest in the combined entity's performance and governance.

Corporate Governance

Stakeholder Impact

• Shareholders: The merger consent and new governance agreements (board seat, transfer restrictions, secondary offering) directly impact major shareholders like Koch Icon, Getty Family Stockholders, and Jonathan Oringer. The secondary offering could affect share price volatility.
• Management/Board: The addition of a Koch Icon designee to the board will influence strategic direction and oversight.
• Employees/Customers/Suppliers/Creditors: The document does not directly address impacts on these groups, but the underlying merger with Shutterstock would have broader implications for the combined entity's operations, which could indirectly affect these stakeholders.

Next Steps

• Closing of the transactions contemplated by the Merger Agreement.
• Termination of the Existing Stockholders Agreement.
• Execution of the Amended and Restated Registration Rights Agreement, effective as of closing.
• Coordination of an underwritten secondary offering of Public Shares within 90 days following the closing of the merger.
• Designation of a Koch Icon representative to the Issuer's board of directors.

Key Dates

Recommendation

Keywords

Getty Images Holdings Inc., Koch Icon Investments, Shutterstock Inc., Merger Agreement, Schedule 13D, Beneficial Ownership, Share Issuance, Significant Stockholder Agreement, Board Designation Rights, Registration Rights, Secondary Offering, Corporate Governance, Investment, Digital Media, Stock Ownership