TechTarget, Inc. (“TechTarget”) (Nasdaq: TTGT) today announced
that it has priced its previously announced private offering of
$360 million aggregate principal amount of its convertible senior
notes due 2026 (the “notes”). The notes will be 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 sale of the notes is expected to
close on December 13, 2021, subject to customary closing
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. The notes will not bear regular interest, and the
principal amount of the notes will not accrete. The notes will be
convertible at the option of the holders prior to September 15,
2026 only during certain periods upon the occurrence of certain
events and will be convertible thereafter at any time until the
close of business on the second scheduled trading day immediately
preceding the maturity date, in either case, into cash, shares of
TechTarget's common stock or a combination of cash and shares of
TechTarget's common stock, at TechTarget's option. The conversion
rate will initially be 7.6043 shares of TechTarget's common stock
per $1,000 principal amount of notes, which is equivalent to an
initial conversion price of approximately $131.50 per share of
TechTarget's common stock, subject to adjustments in certain
events. The initial conversion price represents a premium of
approximately 37.5% to the $95.64 per share closing price of
TechTarget's common stock on December 8, 2021.
In addition, the notes will be redeemable, in whole or in part,
for cash at TechTarget’s option at any time, and from time to time,
on or after December 20, 2024, but only if the last reported sale
price per share of TechTarget’s common stock exceeds 130% of the
conversion price for a specified period of time. If TechTarget
undergoes a “fundamental change” (as defined in the indenture
governing the notes), holders of the notes may require TechTarget
to repurchase for cash all or any portion of their notes at a
repurchase price equal to 100% of the principal amount of the notes
to be repurchased, plus accrued and unpaid special interest, if
any, to, but excluding, the repurchase date. In addition, upon
certain corporate events or upon redemption, TechTarget will, under
certain circumstances, increase the conversion rate for holders who
convert notes in connection with such a corporate event or
redemption.
TechTarget expects the net proceeds from the offering to be
approximately $350.6 million (or approximately $403.3 million if
the initial purchasers exercise their option to purchase additional
notes in full) after payment of the initial purchasers’ discounts
and estimated offering expenses payable by TechTarget.
TechTarget intends to use a portion of the net proceeds from the
offering to fund the cash consideration payable in respect of the
repurchases or exchanges of TechTarget’s 0.125% convertible senior
notes due 2025 (the “existing notes”) as described below.
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.
Contemporaneously with the pricing of the notes, TechTarget
entered into individually negotiated private transactions with
certain holders of the existing notes to repurchase or exchange
approximately $149.9 million aggregate principal amount of its
existing notes for an aggregate consideration consisting of
approximately $147.1 million in cash, which includes accrued
interest, and approximately 0.8 million shares of TechTarget’s
common stock. TechTarget also expects that certain holders of the
existing notes that are selling or exchanging, 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
have, concurrently with the pricing of the notes, unwound all or a
part of their hedge positions by buying TechTarget’s common stock
and/or entered into or unwound various derivative transactions with
respect to TechTarget’s common stock or will do so shortly after
the pricing of the notes. The amount of TechTarget’s common stock
purchased or to be purchased by the hedged holders may have been or
may be substantial in relation to the historic average daily
trading volume of TechTarget’s common stock. This activity by the
hedged holders may have increased or could increase (or reduce the
size of any decrease in) 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 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 was and 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 the 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 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 notes
offering or the 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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version on businesswire.com: https://www.businesswire.com/news/home/20211209005645/en/
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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