S&P Global Ratings has lowered Getty Images Inc.'s issuer rating to 'B' from 'B+' and put the company's ratings on CreditWatch negative, the agency said today. In addition, S&P cut the issue-level rating for Getty Images' senior secured debt to 'B+' from 'BB-'.
The downgrade reflects what S&P described as weak cash flow generation and uncertainty tied to Getty Images' proposed merger with Shutterstock. Over the past 12 months, Getty Images has incurred merger-related and litigation expenses that have strained its credit profile, leaving leverage north of 7x and producing negligible free cash flow.
In the first quarter, Getty Images tapped its revolving credit facility for $120 million to meet litigation-related payments and interest obligations that together totaled $110 million. The company also faces scheduled amortization on outstanding loans: $60 million related to its senior unsecured term loan - split into $30 million due in June and the remainder due in December - plus roughly $25 million of amortization on its Euro Term Loan.
Those outflows have materially reduced Getty Images' liquidity. Following the payments, the company had about $97 million in cash on hand and approximately $30 million of availability under its revolver. S&P noted that ongoing litigation could require further significant payments, and warned that without completion of the shutterstock transaction the company would likely need external debt or equity financing to avoid a possible liquidity shortfall.
The U.K. Competition and Markets Authority has conditionally approved the merger, with a requirement that Shutterstock divest its editorial business, which S&P values at $32.7 million. If the transaction closes, Getty Images would receive Shutterstock's reported cash balance of about $162 million as of the first quarter, which would improve immediate cash resources.
Despite that potential infusion, S&P expects operating results to remain muted in the near term for both companies. The agency cited a reported 18% decline in Shutterstock's revenues in the first quarter of 2026 and noted that Getty Images' midpoint revenue guidance implies a roughly 2% decline.
S&P's CreditWatch negative status signals the possibility of at least one further notch of downgrades if the merger fails to close or if operating performance and liquidity deteriorate after a deal. Over the next 12 months, S&P projects that leverage will stay elevated above 4x and that free operating cash flow to debt will fall in the mid-single-digit percent range.
Contextual note on implications
The rating action highlights the interplay between acquisition activity, litigation costs and short-term liquidity for companies operating in the digital media and licensing space. The outcome of the merger review and the management of scheduled debt amortization and litigation payments will be central to whether Getty Images can stabilize its balance sheet without raising new capital.