Getty Walks. TWO Says Yes. Diana’s Tender Comes Alive.

The 18-month Getty / Shutterstock saga ended this week — not at the finish line, but at the regulator’s door. On June 30, Getty’s board unanimously resolved not to pursue the sale of Shutterstock’s editorial business (Rex Features, Splash News, Backgrid) that the UK CMA had made a condition of clearance, and to terminate the merger agreement once the Second Extended End Date passes on July 6, barring a material change before July 7. Getty will redeem its 10.500% senior secured notes due 2030 via special mandatory redemption and plans to retain a financial advisor to evaluate financing alternatives.

For arb desks, the post-mortem matters more than the headline. The 27% spread we flagged in Issues #6–#8 was never pure timeline risk — it was genuine break risk, and the break realized it: SSTK fell roughly 30% toward standalone value on the termination news, almost exactly the downside the spread had been warning about. The deal cleared the DOJ unconditionally in February, cleared a shareholder vote back in June 2025, and still died on a single national regulator’s remedy demand. UK clearance is a real gate, not a formality — a lesson that reads directly across to WBD’s CMA review below. SSTK moves to our Broken Deals tab, where we track the aftermath.

After four adjournments, dueling press releases, and a vote count that showed 54% against as recently as mid-June, Two Harbors stockholders approved the $12.00 all-cash CrossCountry merger at the reconvened special meeting on July 2 (preliminary count; certified results to follow by 8-K). The turnaround came as UWM’s stock slide undercut its competing offer — the 2.3328 UWMC default consideration lost more than half its value from announcement, and the $12.50 cash election required holders to actively opt in.

What’s left is mechanical: 48 of 53 state regulatory and agency approvals are in hand as of July 2, federal antitrust cleared via HSR early termination in May, and the company guides to an August close. Holders receive $12.00 cash plus a pro-rated stub dividend for the quarter in which the deal closes. The remaining ~2% is a five-approvals-and-a-wire-transfer trade.

Last week the only public tally showed essentially zero participation in Diana’s tender. Diana’s June 29 update told a very different story: as of the June 26 deadline, 10,583,484 shares — 28.4% of the Genco float not owned by Diana — had been tendered. Rather than let the offer lapse, Diana extended it to July 10 at 5pm ET and separately extended its committed financing (now $1.412B, arranged by DNB Carnegie and Nordea with BNP Paribas, Standard Chartered, Deutsche Bank, and Danske Bank participating).

The $27.34 indicative proposal ($24.80 cash + 1 DSX share at a $2.54 30-day VWAP) remains on the table, and CEO Semiramis Paliou is publicly urging Genco’s board to negotiate. The offer is still conditioned on a definitive merger agreement, a majority tender on a fully diluted basis, and termination of Genco’s rights plan — so the board retains the keys. But 28.4% of the outside float voting with their shares is a message the recently re-elected board can’t entirely ignore. The spread narrowed 4.1pp this week as negotiation odds ticked up.

Paramount formally submitted a remedy package to the European Commission on June 30, and the EC extended its Phase 1 deadline from July 7 to July 22 to assess it. The Commission hasn’t disclosed the contents, but reporting ties the package to Paramount exiting its UIP film-distribution joint venture with Universal — addressing the theatrical-distribution concentration concerns raised by European cinema operators — and sources indicate the remedies are likely to win approval. Separately this week, Kuwait, Austria, and Australia all cleared the deal unconditionally.

The UK is now the sharper edge: the CMA’s Phase 1 decision is due August 7, and Culture Secretary Lisa Nandy has said she is minded to intervene on media-plurality grounds — a separate track from the competition review. California’s AG continues to investigate at the state level. With DOJ, SAMR, and ACCC long cleared, the $7B regulatory termination fee and the $0.25/quarter ticking fee (accruing after September 30) remain the downside cushion. After watching SSTK die on a CMA remedy this week, we’re watching August 7 at least as closely as July 22.

Last week’s biggest widener is this week’s biggest narrower. AAUC recovered most of the selloff that followed the FT’s report of NDRC hesitation, compressing the spread from 35.1% to 24.5% — on no new public disclosure from either Allied Gold or Zijin. The last substantive update remains June 10, when both parties reaffirmed full commitment to closing by the July 29 outside date.

Read the price action however you like: the market handicapping rising odds of NDRC clearance as the deadline approaches, or simple mean reversion after an overdone reaction. The setup itself is unchanged — every Canadian and African condition is satisfied, the PRC (NDRC the key overhang, MOFCOM also pending) is the sole remaining gate, and any further extension past July 29 requires mutual agreement. Even at 24.5%, this annualizes to roughly 350%+ if it closes on schedule. Three and a half weeks to the binary.

TopBuild closed July 1 — Brad Jacobs’s QXO completed the ~$17B cash-and-stock acquisition two days after shareholders of both companies approved (99% of votes cast at QXO, 78% at TopBuild), funded with ~$6.4B in cash, 312.5M new QXO shares, and a $3B incremental term loan. BLD, a top-6-by-spread fixture back in Issue #1 at 26%, exits the tracker as a win for anyone who managed the QXO stock exposure. ProAssurance closed June 26 at $25.00/share — The Doctors Company completed the $1.3B take-private after the final insurance regulatory approvals landed. Three more rolled off the board: Stellar Bancorp (Prosperity Bancshares, all-stock), Select Medical (Ortenzio/WCAS consortium, $16.50), and Gamehost (Pure Casino, C$13.65).