UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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INTRODUCTORY NOTE
On December 2, 2024 (the “Closing Date”), TechTarget Holdings Inc. (formerly known as TechTarget, Inc.) (“Former TechTarget”) and TechTarget, Inc. (formerly known as Toro CombineCo, Inc.) (“New TechTarget”) completed the previously announced Transactions (as defined below) contemplated by the Agreement and Plan of Merger, dated as of January 10, 2024 (the “Transaction Agreement”), by and among Former TechTarget, New TechTarget, Toro Acquisition Sub, LLC (“Merger Sub”), Informa PLC (“Informa”), Informa US Holdings Limited (“Informa HoldCo”), and Informa Intrepid Holdings Inc. (“Informa Intrepid”).
Pursuant to the Transaction Agreement, among other things, the following occurred:
| • | The Informa Tech Digital Businesses Reorganization. Prior to the closing of the Transactions (the “Closing”), Informa undertook certain restructuring transactions to separate the digital businesses of Informa’s Informa Tech division (the “Informa Tech Digital Businesses”) from Informa’s other business activities (the “Informa Tech Digital Businesses Separation”). Following the Informa Tech Digital Businesses Separation, all of the Informa Tech Digital Businesses were held directly or indirectly by Informa Intrepid. |
| • | The Contribution. At the Closing, in exchange for an aggregate of 41,651,366 shares of New TechTarget’s common stock, par value $0.001 per share (“New TechTarget common stock”), (i) Informa HoldCo contributed all of the issued and outstanding shares of capital stock of Informa Intrepid to New TechTarget and (ii) Informa HoldCo contributed to New TechTarget $350.0 million in cash (collectively, the “Contribution”) to New TechTarget. |
| • | The Merger. At the Closing, Merger Sub merged with and into Former TechTarget, with Former TechTarget as the surviving corporation (the “Merger” and, collectively with the Informa Tech Digital Businesses Separation, the Contribution and the other transactions contemplated by the Transaction Agreement, the “Transactions”). As a result of the Merger, each issued and outstanding share of Former TechTarget common stock, par value $0.001 per share (“Former TechTarget common stock”), as of immediately prior to the effective time of the Merger (other than Toro Excluded Stock (as defined in the Transaction Agreement), which were cancelled without consideration, and Toro Dissenting Shares (as defined in the Transaction Agreement)) were converted into the right to receive (i) one share of New TechTarget common stock and (ii) a pro rata share of an amount in cash equal to $350 million, which per share cash consideration amount is equal to approximately $11.6955 per share of Former TechTarget common stock (the “Merger Consideration”). At the Closing, Former TechTarget became a wholly owned subsidiary of New TechTarget. Upon the consummation of the Transactions, Former TechTarget changed its name from “TechTarget, Inc.” to “TechTarget Holdings Inc.,” and New TechTarget changed its name from “Toro CombineCo, Inc.” to “TechTarget, Inc.” |
The foregoing description of the Transaction Agreement is not complete and is qualified in its entirety by reference to the Transaction Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. For a more detailed description of the Transactions and the Transaction Agreement, please see the definitive proxy statement/prospectus filed by New TechTarget pursuant to Rule 424(b)(3) on October 25, 2024 relating to the registration statement on Form S-4 (File No. 333-280529) initially filed with the United States Securities and Exchange Commission (the “SEC”) on June 27, 2024 (as amended, the “Combined Proxy Statement/Prospectus”), and declared effective by the SEC on October 25, 2024.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Supplemental Indentures
On November 29, 2024, Former TechTarget, New TechTarget and U.S. Bank Trust Company, National Association (the “Trustee”) entered into (i) the First Supplemental Indenture (the “2025 Supplemental Indenture”) to the Indenture, dated as of December 17, 2020 (the “2025 Indenture”), by and between Former TechTarget and the Trustee, relating to Former TechTarget’s 0.125% Convertible Senior Notes due 2025 (the “2025 Notes”), and (ii) the First Supplemental Indenture (the “2026 Supplemental Indenture” and, together with the 2025 Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of December 13, 2021 (the “2026 Indenture” and, together with the 2025 Indenture, the “Indentures”), by and between Former TechTarget and the Trustee, relating to Former TechTarget’s 0.000% Convertible Senior Notes due 2026 (the “2026 Notes” and, together with the 2025 Notes, the “Notes”). As of the date hereof, approximately $3.04 million aggregate principal amount of the 2025 Notes are outstanding and approximately $414.00 million aggregate principal amount of the 2026 Notes are outstanding.
Each Supplemental Indenture provides, among other things, that, from and after the Notes Effective Date (as defined below), (a) the right of holders of the Notes to convert each $1,000 principal amount of such Notes into shares of Former TechTarget common stock shall be changed into a right to convert such principal amount of such Notes into the Reference Property (as defined below) and (b) New TechTarget shall, as the successor company to Former TechTarget, succeed to the obligations of Former TechTarget under the Indentures and the Notes as provided in the applicable Supplemental Indenture. Reference Property in the context of the Transactions is defined in each Supplemental Indenture as one share of New TechTarget common stock and $11.6955 in cash.
The consummation of the Transactions constitutes a Fundamental Change, a Make-Whole Fundamental Change and a Specified Corporate Event (each as defined in the applicable Indenture) under each of the Indentures. The effective date of the Fundamental Change, Make-Whole Fundamental Change and Specified Corporate Event in respect of each series of Notes is December 2, 2024 (the “Notes Effective Date”).
As a result of the Fundamental Change, each holder of Notes will have the right to require the Company to repurchase its Notes, pursuant to the terms and procedures set forth in the applicable Indenture, for a cash repurchase price equal to the Fundamental Change Repurchase Price (as defined in the applicable Indenture). In addition, as a result of the Fundamental Change, Make-Whole Fundamental Change and Specified Corporate Event, holders of the Notes will, subject to the terms of the Indentures, have a right to convert their Notes into Reference Property commencing on the Notes Effective Date and ending at the close of business on the business day immediately preceding the related Fundamental Change Repurchase Date (as defined in the applicable Indenture).
The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text of the applicable Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2 and are incorporated herein by reference.
Credit Facility
On December 2, 2024, New TechTarget, as borrower, and Former TechTarget, as guarantor, entered into a $250 million unsecured five-year revolving credit facility (the “Credit Facility”) with Informa Group Holdings Limited, an affiliate of Informa, as administrative agent (the “Administrative Agent”), and the lenders from time to time party thereto (such agreement, the “Credit Agreement”).
The Credit Facility expires on December 2, 2029 (the “Maturity Date”) and is guaranteed by New TechTarget’s existing and future material wholly-owned domestic subsidiaries, subject to customary exceptions. The Credit Facility also contains an expansion option permitting New TechTarget to request incremental commitments of up to the greater of (A) $125 million and (B) 100.0% of Consolidated EBITDA (as defined in the Credit Agreement) of the trailing four fiscal quarters plus an unlimited amount, so long as the Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) does not exceed 2.50:1.00, from lenders that elect to make such incremental commitments available, upon the satisfaction of certain conditions.
Borrowings under the Credit Facility bear interest at New TechTarget’s option as follows: (1) SOFR Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to the Term SOFR (as defined in the Credit Agreement) plus a margin of between 2.50% and 3.00% per annum, depending on New TechTarget’s Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) plus a 0.10% credit spread adjustment; and (2) ABR Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to the highest of (a) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 1/2 of 1.0%, (b) the “prime rate” appearing in the “Money Rates” section of The Wall Street Journal and (c) the Daily SOFR Rate (as defined in the Credit Agreement) plus 1.00%, plus in each case a margin of between 1.50% and 2.00% per annum, depending on New TechTarget’s Consolidated Total Net Leverage Ratio. In no event will SOFR Loans or ABR Loans bear interest at a rate lower than 0.0%. New TechTarget is required to pay to the Administrative Agent on the Closing Date a funding fee equal to 0.75% of the aggregate principal amount of the commitments under the Credit Facility. In addition, New TechTarget is required to pay a commitment fee of between 0.30% and 0.50% per annum (depending on New TechTarget’s Consolidated Total Net Leverage Ratio) based on the average daily unused amount of commitments under the Credit Facility.
The Credit Facility requires New TechTarget to maintain (i) a Consolidated Total Net Leverage Ratio of 3.00 to 1.00 or less; provided, that the maximum Consolidated Total Net Leverage Ratio will, at New TechTarget’s election, be increased to 3.50 to 1.00 for the four consecutive fiscal quarters following the consummation of any Permitted Acquisition (as defined in the Credit Agreement) by New TechTarget in which the aggregate cash consideration exceeds $150 million and (ii) a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of at least 3.00 to 1.00. The Consolidated Total Net Leverage Ratio and Consolidated Interest Coverage Ratio will be tested beginning with the first full fiscal quarter ending after the completion of the Transactions.
Borrowings under the Credit Facility are prepayable at New TechTarget’s option in whole or in part without premium or penalty. Amounts borrowed under Credit Facility may be repaid and reborrowed from time to time prior to the Maturity Date. There is no scheduled amortization under the Credit Facility.
New TechTarget’s obligations under the Credit Facility are unsecured. The Credit Agreement contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, restrict the ability of New TechTarget and certain of its subsidiaries to: incur liens; incur indebtedness; make investments; sell or otherwise dispose of New TechTarget’s or certain of its subsidiaries’ assets; enter into certain mergers or consolidations; enter into sale and lease back transactions; and use proceeds of borrowings under the Credit Facility for other than permitted purposes. These covenants are subject to a number of important exceptions and qualifications. Certain changes of control with respect to New TechTarget would constitute an event of default under the Credit Facility; provided, that the Transactions shall not constitute a change of control. Upon the occurrence and during the continuance of an event of default, the lenders may terminate any unfunded commitments and declare the outstanding advances and all other obligations under the Credit Facility immediately due and payable.
The foregoing summary is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
The disclosures under the Introductory Note and Item 3.01 of this Current Report on Form 8-K are incorporated herein by reference.
| Item 2.04. | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The disclosures under Item 1.01 of this Current Report on Form 8-K under the caption “Supplemental Indentures” are incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 2, 2024, Former TechTarget (i) notified the Nasdaq Global Market (“Nasdaq”) of the consummation of the Transactions and (ii) requested that Nasdaq (a) suspend trading of shares of Former TechTarget common stock effective as of prior to the open of the trading day on December 3, 2024, and (b) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister all shares of Former TechTarget common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, shares of Former TechTarget common stock will no longer be listed on Nasdaq. Former TechTarget intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Former TechTarget’s reporting obligations under Sections 13 and 15(d) of the Exchange Act after the Form 25 becomes effective.
The disclosures under the Introductory Note of this Current Report on Form 8-K are incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
A summary of the principal changes to the rights of holders of New TechTarget common stock following the Closing is set forth in the section titled “Comparison of Stockholders Rights and Corporate Governance Matters” of the Combined Proxy Statement/Prospectus on pages 235-246, which summary is incorporated herein by reference. Such summary is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of New TechTarget, which are filed as Exhibit 3.2 and Exhibit 3.3, respectively, to the Current Report on Form 8-K filed by New TechTarget on December 3, 2024 and are incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
As a result of the consummation of the Transactions, there was a change in control of Former TechTarget as New TechTarget acquired all of the outstanding capital stock of Former TechTarget. As a result of the Transactions, (i) Informa beneficially owns 57% of all outstanding New TechTarget common stock on a fully diluted basis (without taking into account shares which may be issued upon the conversion (if any) of the Notes or shares reserved for future grants pursuant to certain New TechTarget equity incentive plans), and (ii) holders of Former TechTarget common stock collectively own the remaining shares of New TechTarget common stock. To the knowledge of Former TechTarget, no arrangements exist which may at a subsequent date result in a further change in control of Former TechTarget.
The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K are incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation and Appointment of Directors
On December 3, 2024, each of Robert D. Burke, Michael Cotoia, Bruce Levenson, Roger M. Marino, Perfecto Sanchez, Greg Strakosch and Christina Van Houten ceased to be directors of Former TechTarget and members of any committee of Former TechTarget’s board of directors. These departures were not a result of any disagreement between Former TechTarget and the directors on any matter relating to Former TechTarget’s operations, policies or practices.
On December 3, 2024, each of Daniel Noreck and Rebecca Kitchens were designated and appointed to Former TechTarget’s board of directors.
Resignation of Chief Executive Officer and Executive Chairman
On December 3, 2024, Michael Cotoia, as Chief Executive Officer, and Greg Strakosch, as Executive Chairman, resigned from their respective positions at Former TechTarget. The departures of Messrs. Cotoia and Strakosch was not a result of any disagreement between Former TechTarget and Messrs. Cotoia and Strakosch on any matter relating to Former TechTarget’s operations, policies or practices.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
In connection with the Transactions, on December 2, 2024, Former TechTarget amended its certificate of incorporation to change the corporate name of Former TechTarget from “TechTarget, Inc.” to “TechTarget Holdings Inc.” (the “Amendment”). On December 3, 2024, Former TechTarget amended and restated its certificate of incorporation (the “Amended and Restated Charter”) and its bylaws (the “Amended and Restated Bylaws”) to reflect the changes contemplated by the Transaction Agreement and described in the Combined Proxy Statement/Prospectus.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, the Amended and Restated Charter and the Amended and Restated Bylaws, which are attached as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 8.01 | Other Events |
On December 2, 2024, TechTarget, Inc. issued a press release announcing the consummation of the Transactions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
No Offer
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| ^ | Certain schedules, annexes and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules, annexes and exhibits to the U.S. Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TECHTARGET HOLDINGS INC. | ||||||
| By: | /s/ Charles D. Rennick | |||||
| Dated: December 3, 2024 | Name: | Charles D. Rennick | ||||
| Title: | Vice President, General Counsel, and Corporate Secretary | |||||