Informa PLC Discloses Stake in TechTarget, Inc.

TL;DR

Informa just filed a 13D on TTGT - big player showing its hand.

AI Summary

Informa PLC, through its subsidiaries Informa Group Holdings Ltd, Informa Group Ltd, Informa Jersey Ltd, and Informa US Holdings Ltd, has filed a Schedule 13D on December 9, 2024, indicating beneficial ownership of TechTarget, Inc. (TTGT). The filing does not specify a dollar amount or percentage of ownership, but it signifies a significant stake by Informa in TechTarget.

Why It Matters

This filing signals a potential shift in control or influence over TechTarget, Inc. by a major player in the information services industry, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake, which could lead to changes in control or strategic direction for TechTarget, creating uncertainty for investors.

Key Players & Entities

• Informa PLC (company) — Filing entity
• TechTarget, Inc. (company) — Subject company
• Informa Group Holdings Ltd (company) — Subsidiary of Informa PLC
• Informa Group Ltd (company) — Subsidiary of Informa PLC
• Informa Jersey Ltd (company) — Subsidiary of Informa PLC
• Informa US Holdings Ltd (company) — Subsidiary of Informa PLC
• Rupert Hopley (person) — Director/Officer of Informa PLC
• Brian Vasandani (person) — Director/Officer of Informa PLC
• John A. Healy (person) — Legal Counsel
• Benjamin K. Sibbett (person) — Legal Counsel

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $350 million — tal stock of Informa Intrepid, plus (b) $350 million in cash (the "Cash Contribution&qu

Filing Documents

• tm2430456d1_sc13d.htm (SC 13D) — 211KB
• tm2430456d1_ex7-1.htm (EX-7.1) — 9KB
• 0001104659-24-126752.txt ( ) — 222KB

Security and Issuer

Item 1. Security and Issuer This statement on Schedule 13D (this "Schedule 13D") relates to the common stock, par value $0.001 per share (the "Common Stock"), of TechTarget, Inc., a Delaware corporation, formerly named Toro CombineCo, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 275 Grove Street, Newton, Massachusetts 02466.

Identity and Background

Item 2. Identity and Background (a)–(c), (f) This Schedule 13D is being filed jointly by the following persons (each a "Reporting Person," and collectively the "Reporting Persons"): · Informa PLC ("Informa") is a public limited company organized under the laws of England and Wales. The principal business of Informa is being an international B2B events, B2B digital services, and academic markets group that owns and operates a range of specialist brands delivering unique connections, specialist data, information, and intelligence to B2B companies, professionals, educational institutions, research funders, and academics worldwide. The principal office address of Informa is 5 Howick Place, London, UK, SW1P 1WG. · Informa Jersey Limited ("IJL"), a company organized under the laws of Jersey, Channel Islands, is a holding company and a direct, wholly owned subsidiary of Informa. The principal office address of IJL is 5 Howick Place, London, UK, SW1P 1WG. · Informa Group Holdings Limited ("IGHL"), a private company organized under the laws of England and Wales, is a direct, wholly owned subsidiary of IJL. The principal business of IGHL is to operate the treasury function on behalf of Informa. The principal office address of IGHL is 5 Howick Place, London, UK, SW1P 1WG. · Informa Group Limited ("IGL"), a private company organized under the laws of England and Wales, is a direct, wholly owned subsidiary of IGHL. The principal business of IGL is to act as a holding company and to provide shared services for the Informa group. The principal office address of IGL is 5 Howick Place, London, UK, SW1P 1WG. · Informa US Holdings Limited ("Informa HoldCo"), a private company organized under the laws of England and Wales, is a holding company and a direct, wholly owned subsidiary of IGL. The principal office address of Informa HoldCo is 5 Howick Place, London, UK

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons acquired their interests in the Common Stock reported herein as beneficially owned pursuant to the terms of the Agreement and Plan of Merger, dated as of January 10, 2024 (the "Transaction Agreement"), among TechTarget, Inc. (which in the Merger described below was renamed TechTarget Holdings Inc.) ("Legacy TechTarget"), the Issuer (then named Toro CombineCo, Inc.), Toro Acquisition Sub, LLC, Informa, Informa HoldCo, and Informa Intrepid Holdings Inc. ("Informa Intrepid"). The Transaction Agreement is an exhibit to this Schedule 13D and is incorporated herein by reference. On December 2, 2024 (the "Closing Date"), pursuant to the terms of the Transaction Agreement, (i) Informa HoldCo contributed (a) all of the issued and outstanding shares of capital stock of Informa Intrepid, plus (b) $350 million in cash (the "Cash Contribution") to the Issuer in exchange for 41,651,366 shares of Common Stock; (ii) Merger Sub was merged with and into Legacy TechTarget, with Legacy TechTarget being the surviving corporation in the merger and becoming a direct, wholly owned subsidiary of the Issuer (the "Merger"); and (iii) as a result of the Merger, each issued and outstanding share of Legacy TechTarget's common stock, par value $0.001 per share, was converted (subject to certain exceptions) into the right to receive one share of Common Stock and a pro rata share of an amount in cash equal to $350 million. Immediately following the closing (the "Closing") of the transactions contemplated by the Transaction Agreement (the "Transactions"), Informa HoldCo was the holder of 41,651,366 shares of Common Stock, representing 58.29% of the outstanding shares of Common Stock. The source of funds for the Cash Contribution was existing sources of Informa HoldCo, including cash on hand and cash from operations.

Purpose of Transaction

Item 4. Purpose of Transaction Purpose of the Transactions The purpose of the Transactions was to combine the digital businesses of Informa's Informa Tech division (collectively, the "Informa Tech Digital Businesses") and Legacy TechTarget under a new publicly traded company, of which Informa will be the majority stockholder. Plans or Proposals for the Issuer As a major stockholder of the Issuer, Informa expects to continuously monitor its investment in the Issuer. Informa and the other Reporting Persons reserve the right, in light of their ongoing evaluation of the Issuer's financial condition, business, operations, prospects, and strategic alternatives, the market price from time to time of the Common Stock, conditions in the securities markets generally, conditions in the markets in which the Issuer and the Reporting Persons operate, general economic and industry conditions, the Reporting Persons' business objectives, and other relevant factors and future developments, to change their plans, proposals, and intentions at any time, as they deem appropriate. In particular, the Reporting Persons and their affiliates reserve the right, subject to the terms of the Stockholders Agreement and other agreements described below and to any applicable legal requirements, to (i) purchase additional shares of Common Stock or other securities of the Issuer, (ii) sell or transfer shares of Common Stock or other securities of the Issuer beneficially owned by them from time to time in public or private transactions, (iii) consider participating in a business combination or other extraordinary corporate transaction, (iv) make or propose changes in the Issuer's board of directors or management, and (v) make or propose changes in the Issuer's business strategy. 7 Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or would result in: · the acquisition by any person of additional securities of the Issuer, or th

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) Based on the most recent information available to the Reporting Persons, the aggregate number and percentage of the Common Stock (the securities identified pursuant to Item 1 of this Schedule 13D) beneficially owned by each Reporting Person is as set forth in boxes (11) and (13), respectively, on that Reporting Person's cover page in this Schedule 13D and that information is incorporated herein by reference. The percentage calculations are based on 29,802,846 shares of Common Stock outstanding on December 2, 2024. (b) Informa HoldCo directly holds 41,651,366 shares of Common Stock and as such is deemed to have sole voting power and sole dispositive power with respect to those 41,651,366 shares of Common Stock. Informa HoldCo is a direct, wholly owned subsidiary of IGL; IGL is a direct, wholly owned subsidiary of IGHL; IGHL is a direct, wholly owned subsidiary of IJL; IJL is a direct, wholly owned subsidiary of Informa; and as such each of IGL, IGHL, IJL, and Informa is deemed to have shared voting power and shared dispositive power with respect to the 41,651,366 shares of Common Stock held directly by Informa HoldCo. To the best knowledge of the Reporting Persons, none of the persons named in Annexes I through V hereto beneficially owns any shares of Common Stock. 8 (c) Other than as disclosed in this Schedule 13D, no transactions in the Common Stock were effected during the past sixty days by any of the Reporting Persons or, to the best knowledge of the Reporting Persons, by any of the persons named in Annexes I through V hereto. (d) To the best knowledge of the Reporting Persons, other than each of the Reporting Persons no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock reported on herein. (e) Not applicable.

Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer Stockholders Agreement On the Closing Date, Informa, Informa HoldCo and the Issuer entered into a Stockholders Agreement (the "Stockholders Agreement"). The Stockholders Agreement is an exhibit to this Schedule 13D and is incorporated herein by reference. The following summary of the terms of the Stockholders Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof. For purposes of this summary, a reference to Informa's or Informa HoldCo's affiliates or subsidiaries does not include the Issuer or its subsidiaries. Informa HoldCo's rights under the Stockholders Agreement vary based on its percentage share ownership of the Issuer. For purposes of the Stockholders Agreement: · "First Trigger Date" means the date that is 45 days following the earliest of (i) the date on which the Issuer notifies Informa HoldCo in writing of the "First Trigger" (the First Trigger being deemed to occur when Informa and its subsidiaries cease collectively to beneficially own more than 50% of the outstanding Common Stock), (ii) the date on which Informa HoldCo files a Schedule 13D amendment with the SEC that discloses the First Trigger, and (iii) the date on which the Group General Counsel or Chief Financial Officer of Informa gains actual knowledge of the First Trigger; but if on that 45th day Informa and its subsidiaries collectively beneficially own more than 50% of the outstanding Common Stock, the First Trigger and the First Trigger Date will be deemed to have not occurred. · "Second Trigger Date" means the date that is 45 days following the earliest of (i) the date on which the Issuer notifies Informa HoldCo in writing of the "Second Trigger" (the Second Trigger being deemed to occur when Informa and its subsidiaries cease collectively to beneficially own more th

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View this SC 13D filing on SEC EDGAR