Shutterstock, Inc. · NYSE:SSTK
Shutterstock — Merger or Acquisition (January 2025)
18 slides from Shutterstock's merger presentation, Jan 7, 2025
Slide 1: Getty Images + Shutterstock Merge to Create a Premier Visual Content Company
2149357562, Jiojio Getty Images + ShutterstockMerge to Create a Premier Visual Content Company January 2025 Filed by Shutterstock, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Su
Slide 2: Disclaimer
By accepting or continuing to listen to this Presentation, recipients (“you”) acknowledge that they have read, understood and accepted the terms of this Disclaimer. This Presentation is the property of, and contains the proprietary and confidential information of Getty Images Holdings, Inc. and its
Slide 3: Forward-looking statements
3 Certain statements included in this Presentation, and any related oral statements, that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be ide
Slide 4: Non-GAAP financial measures
In order to assist investors in understanding the core operating results that our management uses to evaluate the business and for financial planning, we present the following non-GAAP measures for each of Getty Images and Shutterstock: (1) Adjusted EBITDA, (2) Adjusted EBITDA Margin, and (3) Adjust
Slide 5: Call Participants
Call Participants Craig PetersChief Executive Officer Jennifer LeydenChief Financial Officer Paul HennessyChief Executive Officer Rik PowellChief Financial Officer
Slide 6: Transformational merger of equals creates a premier visual content company
2155461316, Octavio Passos 106845975, Shutterstock 84875202, Kevin Schafer 2159733284, Andreas Rentz Transformational merger of equals creates a premier visual content company well-positioned to meet the evolving needs of customers across creative, media, and advertising industries Combined company
Slide 7: Transaction Summary
Transaction Summary Transaction Structure Governance & Leadership Financial Impact Timing, Approvals Required & Other items Shutterstock shareholders at close 1,2 can elect to receive either 1) $28.84870 of cash per Shutterstock share, 2) 13.67237 Getty Images shares per Shutterstock share, or 3) mi
Slide 8: Complementary Portfolios and Strategic Benefits
1) Includes Getty Images Annual subscribers plus Shutterstock Subscribers which are defined as customers who purchased one or more of their monthly recurring products for a continuous period of at least three months. Complementary Portfolios Expanded Opportunities for Content Creators Provides contr
Slide 9: Estimated Cost Synergies of $150M - $200M
Meaningful opportunity for synergies across SG&A and Capex Content and Product Optimization Consolidation of IT Systems Streamlined Operating Model Estimated Cost Synergies to Drive Annual Savings of $150M - $200M Approximately 2/3 of estimated cost synergies expected to be achievable within 12 - 24
Slide 10: Well Positioned to Capitalize on AI Opportunities
Building on the millions of images in the combined pre-shot library, our AI tools open up opportunities for brands and marketers to elevate their creativity and expand efficiencies throughout the creative process Opportunity to invest in and distribute AI across an expanded customer base Further opp
Slide 11: Compelling Financial Profile: Combined Pro-Forma 2024 View
Revenue: $1,979 million - $1,993 million, with ~46% subscription revenue2 Pre-Synergy Adjusted EBITDA: $569 million - $574 million, ~29% Adjusted EBITDA margins Pre-Synergy Adjusted EBITDA less Capex: $461 million - $466 million Pre-Synergy Net Leverage4: ~3.0x 1 2024 pro-forma financial information
Slide 12: Compelling Financial Profile: Immediate Deleveraging at Close
Accelerate debt repayment 1 Net leverage values are based on Q3 2024 debt and cash balances. Pro-forma net leverage at close assumes: 1) the cash consideration is financed through debt and 2) the Shutterstock 2024 Adjusted EBITDA is adjusted to reflect a full-year ownership of Envato. Pro-format net
Slide 13: Creating a Premier Visual Content Company
Comprehensive product offering to satisfy diverse customer needs Greater capacity to invest in innovation and growth Expanded opportunities for content creators Creating a Premier Visual Content Company Strong Financial Profile Compelling Strategic Rationale Capital Allocation Strategy to Drive Valu
Slide 14: Appendix
Appendix 2066171612, Karya Komarova
Slide 15: Pro-Forma KPIs for Combined Company
1 KPIs are combined on a pro-forma basis based on the Getty Images and Shutterstock public filings. 2 LTM Annual Subscribers is a combination of Getty Images Annual subscribers, which are customers who were on an annual subscription product during the LTM reporting period, and Shutterstock Subscribe
Slide 16: Summary 2024 Pro-Forma Financial Overview
Summary 2024 Pro-Forma Financial Overview1,2 1) 2024 pro-forma financial information is based on the 2024 guidance provided by Getty Images and Shutterstock on 11/7/2024 and 10/29/2024, respectively. The Shutterstock 2024 guidance is adjusted to reflect a pro-forma a full-year ownership of Envato as
Slide 17: Illustrative Pro Forma Debt Profile
Illustrative Pro Forma Debt Profile1 Source: Company filings 1 Excludes transaction expenses. 2 Financing of Cash Consideration is based on the common shares outstanding as of the signing date. This figure does not reflect the impact of unvested Shutterstock equityholders as of the signing date and
Slide 18: Q/A
Q/A 1013518104, Klaus Vedfelt