TechTarget Files 8-K: Acquisition, Financial Obligations, Officer Changes

TL;DR

TechTarget's 8-K reveals an acquisition, new debt, and executive shifts – big moves ahead.

AI Summary

On November 29, 2024, TechTarget, Inc. entered into a Material Definitive Agreement related to the completion of an acquisition. This filing also indicates the creation of a direct financial obligation and potential triggering events that could accelerate or increase obligations. Additionally, there are changes in officers and potential amendments to governing documents.

Why It Matters

This 8-K filing signals significant corporate actions for TechTarget, including an acquisition and new financial commitments, which could impact its financial health and strategic direction.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, completion of an acquisition, and creation of financial obligations, all of which carry inherent risks.

Key Players & Entities

• TechTarget, Inc. (company) — Filer of the 8-K
• 20241129 (date) — Date of report period
• 20241203 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value TTGT Nasdaq Global Select
• $350.0 million — ma HoldCo contributed to New TechTarget $350.0 million in cash (collectively, the " Contributi
• $350 m — ata share of an amount in cash equal to $350 million, which per share cash considerati
• $11.6955 — ration amount is equal to approximately $11.6955 per share of Former TechTarget common s
• $3.04 million — ). As of the date hereof, approximately $3.04 million aggregate principal amount of the 2025
• $414.00 million — Notes are outstanding and approximately $414.00 million aggregate principal amount of the 2026
• $1,000 — of holders of the Notes to convert each $1,000 principal amount of such Notes into sha
• $250 million — echTarget, as guarantor, entered into a $250 million unsecured five-year revolving credit fa
• $125 million — commitments of up to the greater of (A) $125 million and (B) 100.0% of Consolidated EBITDA (
• $150 million — he aggregate cash consideration exceeds $150 million and (ii) a Consolidated Interest Covera

Filing Documents

• d913820d8k.htm (8-K) — 91KB
• d913820dex31.htm (EX-3.1) — 6KB
• d913820dex32.htm (EX-3.2) — 52KB
• d913820dex33.htm (EX-3.3) — 73KB
• d913820dex41.htm (EX-4.1) — 26KB
• d913820dex42.htm (EX-4.2) — 26KB
• d913820dex101.htm (EX-10.1) — 270KB
• d913820dex102.htm (EX-10.2) — 154KB
• d913820dex103.htm (EX-10.3) — 204KB
• d913820dex104.htm (EX-10.4) — 203KB
• d913820dex105.htm (EX-10.5) — 181KB
• d913820dex106.htm (EX-10.6) — 121KB
• d913820dex107.htm (EX-10.7) — 56KB
• d913820dex108.htm (EX-10.8) — 83KB
• d913820dex109.htm (EX-10.9) — 819KB
• d913820dex1010.htm (EX-10.10) — 99KB
• d913820dex1011.htm (EX-10.11) — 45KB
• d913820dex1012.htm (EX-10.12) — 54KB
• d913820dex1013.htm (EX-10.13) — 39KB
• d913820dex991.htm (EX-99.1) — 19KB
• d913820dex992.htm (EX-99.2) — 168KB
• d913820dex993.htm (EX-99.3) — 99KB
• g913820g00m01.jpg (GRAPHIC) — 140KB
• g913820g00m02.jpg (GRAPHIC) — 214KB
• g913820g00m03.jpg (GRAPHIC) — 194KB
• g913820g00m04.jpg (GRAPHIC) — 31KB
• g913820g00m05.jpg (GRAPHIC) — 163KB
• g913820g01p01.jpg (GRAPHIC) — 261KB
• 0001193125-24-269931.txt ( ) — 5103KB
• ttgt-20241129.xsd (EX-101.SCH) — 2KB
• ttgt-20241129_lab.xml (EX-101.LAB) — 18KB
• ttgt-20241129_pre.xml (EX-101.PRE) — 11KB
• d913820d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2024 TECHTARGET, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42428 99-2218610 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 275 Grove Street Newton , Massachusetts 02466 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: ( 617 ) 431-9200 Toro CombineCo Inc. (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 Par Value TTGT Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Introductory Note On December 2, 2024 (the " Closing Date "), TechTarget, Inc. (formerly known as Toro CombineCo, Inc.) (" New TechTarget ") and TechTarget Holdings Inc. (formerly known as TechTarget, Inc.) (" Former 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 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 ") (the Merger, together with the Informa Tech Digital Businesses Separation, the Contribution and the other transactions contemplated by the Transaction Agreement, the " Transactions "). At the Closing, Former TechTarget changed its name fr

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View this 8-K filing on SEC EDGAR