TechTarget Announces Proposed Offering of Convertible Senior Notes
December 07 2021 - 4:30PM
Business Wire
TechTarget, Inc. (“TechTarget”) (Nasdaq: TTGT) today announced
that it proposes to offer, subject to market conditions and other
factors, $360 million aggregate principal amount of convertible
senior notes due 2026 (the “notes”). The notes are to be offered
and sold to persons reasonably believed to be “qualified
institutional buyers” pursuant to Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”). In addition,
TechTarget has granted the initial purchasers of the notes a 13-day
option to purchase up to an additional $54 million aggregate
principal amount of notes on the same terms and conditions.
The notes will be senior unsecured obligations of TechTarget and
will mature on December 15, 2026, unless earlier converted,
redeemed or repurchased in accordance with their terms prior to
such date. Upon conversion of the notes, holders of the notes will
receive cash, shares of TechTarget’s common stock or a combination
of cash and shares of TechTarget’s common stock, at TechTarget’s
option. Interest on the notes will be payable semi-annually in
arrears on June 15 and December 15 of each year, beginning on June
15, 2022. The interest rate, initial conversion rate, offering
price and other terms will be determined at the time of pricing the
offering.
TechTarget intends to use a portion of the net proceeds from the
offering to enter into privately negotiated transactions with
certain holders of TechTarget’s 0.125% convertible senior notes due
2025 (the “existing notes”) to repurchase or exchange a portion of
its existing notes for cash, shares of its common stock or a
combination of cash and shares of its common stock. TechTarget
intends to use the remaining proceeds from the offering for general
corporate purposes, which may include, without limitation and in
TechTarget’s sole discretion, working capital, capital
expenditures, investments in or loans to TechTarget’s subsidiaries,
repayment or further repurchases of outstanding indebtedness,
common stock repurchases, funding potential future acquisitions and
investments and satisfaction of other obligations. Completion of
the offering is not contingent upon the closing of any repurchase
or exchange of the existing notes and there can be no assurance
that such repurchases or exchanges will be consummated on the terms
expected or at all.
The terms of any repurchases or exchanges of the existing notes
will be individually negotiated with each relevant holder of
existing notes and depend on various factors, including the market
price of TechTarget’s common stock and the trading price of the
existing notes at the time of such repurchases or exchange. Such
repurchases or exchanges could affect the market price of the notes
and may also impact the initial conversion price for the notes.
TechTarget expects that certain holders of the existing notes
that may sell or exchange, as the case may be, their existing
notes, may have hedged their equity price risk with respect to such
existing notes (the “hedged holders”) and will, concurrently with
or shortly after the pricing of the notes, unwind all or a part of
their hedge positions by buying TechTarget’s common stock and/or
entering into or unwinding various derivative transactions with
respect to TechTarget’s common stock. The amount of TechTarget’s
common stock to be purchased by the hedged holders may be
substantial in relation to the historic average daily trading
volume of TechTarget’s common stock. If it is, this activity by the
hedged holders could increase the market price of TechTarget’s
common stock and the initial conversion price of the notes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities or any
other securities (including the shares of TechTarget’s common
stock, if any, issuable upon conversion of the notes, the existing
notes or the shares of TechTarget’s common stock, if any, issuable
in exchange for the existing notes) and shall not constitute an
offer, solicitation or sale of these or any other securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. Any offer of notes will be made only by means of a
private offering memorandum. The notes, any common stock issuable
upon conversion of the notes, the existing notes and any common
stock issuable upon exchange of the existing notes have not been
and will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements of the Securities Act and other applicable securities
laws.
# # #
The release contains information about future expectations,
plans and prospects of TechTarget’s management that constitute
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995, including statements with respect to TechTarget’s
expectations to complete the proposed offering of the notes and its
use of proceeds from the offering, including the consummation of
any repurchases or exchanges of the existing notes. There can be no
assurance that TechTarget will be able to complete either the
proposed notes offering or the proposed repurchases or exchanges of
the existing notes on the anticipated terms, or at all. Actual
results may differ materially from those indicated by these
forward-looking statements as a result of various important factors
including, but not limited to, the terms of the notes and the
offering, risks and uncertainties related to whether or not
TechTarget will consummate the offering, the terms of the
repurchases or exchanges of the existing notes, risks and
uncertainties related to the consummation of the repurchases or
exchanges of the existing notes, the impact of general economic,
industry, market or political conditions and other factors that are
discussed in TechTarget’s Annual Report on Form 10-K, quarterly
reports on Form 10-Q, and other documents periodically filed with
the SEC.
In addition, the statements in this press release represent
TechTarget’s expectations and beliefs as of the date of this press
release. TechTarget anticipates that subsequent events and
developments may cause these expectations and beliefs to change.
However, while TechTarget may elect to update these forward-looking
statements at some point in the future, it specifically disclaims
any obligation to do so. These forward-looking statements should
not be relied upon as representing TechTarget’s expectations or
beliefs as of any date subsequent to the date of this press
release.
About TechTarget
TechTarget is the global leader in purchase intent-driven
marketing and sales services that deliver business impact for
enterprise technology companies. By creating abundant, high-quality
editorial content across more than 150 highly targeted
technology-specific websites and 1,125 channels, TechTarget
attracts and nurtures communities of technology buyers researching
their companies’ information technology needs. By understanding
these buyers’ content consumption behaviors, TechTarget creates the
purchase intent insights that fuel efficient and effective
marketing and sales activities for clients around the world.
TechTarget has offices in Boston, London, Munich, New York,
Paris, San Francisco, Singapore and Sydney.
(C) 2021 TechTarget, Inc. All rights reserved. TechTarget and
the TechTarget logo are registered trademarks of TechTarget. All
other trademarks are the property of their respective owners.
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Media Inquiries Garrett Mann Senior Director of Corporate
Communications TechTarget, Inc. 617-431-9371 gmann@techtarget.com
Investor Inquiries Daniel T. Noreck Chief Financial Officer
TechTarget, Inc. 617-431-9449 dnoreck@techtarget.com
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