TechTarget, Inc. (TTGT): M&A transaction — TechTarget completes combination with Informa Tech Digital Businesses; issues 41.7M shares to Informa

TechTarget, Inc.

$350M cash + 41.7M shares issued to Informa; each former TTGT share converted into 1 new share + ~$11.70 cash.
New $250M unsecured revolving credit facility established, maturing Dec 2029.
Gary Nugent appointed CEO, Michael Cotoia resigned; new board includes Mary McDowell as Chair.
0.125% 2025 Notes and 0.000% 2026 Notes now convertible into Reference Property (1 new share + $11.70 cash) per $1,000.
Former TechTarget common stock delisted from Nasdaq; deregistration to follow.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

TechTarget, Inc.: Adopted a code of conduct applicable to principal executive officer, principal financial officer, principal accounting officer, and controller, relating to elements of a code of ethics under Item 406(b) (effective 2024-12-03).

Change: code of ethics
Effective: 2024-12-03

Exact text from the filing

adopted a code of conduct that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

TechTarget, Inc.: Amended and restated bylaws to reflect changes contemplated by the Transaction Agreement (effective 2024-12-03).

Change: bylaw amendment
Effective: 2024-12-03

Exact text from the filing

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.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

TechTarget, Inc.: Amended and restated certificate of incorporation to reflect changes contemplated by the Transaction Agreement (effective 2024-12-03).

Change: charter amendment
Effective: 2024-12-03

Exact text from the filing

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.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

TechTarget, Inc.: Amended certificate of incorporation to change corporate name from Toro CombineCo, Inc. to TechTarget, Inc (effective 2024-12-03).

Change: charter amendment
Effective: 2024-12-03

Exact text from the filing

amended its certificate of incorporation to change the corporate name of New TechTarget from “Toro CombineCo, Inc.” to “TechTarget, Inc.” (the “ Amendment ”)

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TechTarget, Inc. underwent a change of control involving Informa PLC / Informa US Holdings Limited / Informa Intrepid Holdings Inc. / TechTarget Holdings Inc. (formerly TechTarget, Inc.) for $350 million in cash plus 41,651,366 shares of New TechTarget common stock, equating to approximately $11.6955 per share of Former TechTarget common stock (closed 2024-12-02).

Action: change of control
Counterparty: Informa PLC / Informa US Holdings Limited / Informa Intrepid Holdings Inc. / TechTarget Holdings Inc. (formerly TechTarget, Inc.)
Consideration: $350 million in cash plus 41,651,366 shares of New TechTarget common stock, equating to approximately $11.6955 per share of Former TechTarget common stock
Closing: 2024-12-02

Exact text from the filing

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

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59 governance changes filed in the last 30 days. Browse all governance changes →

TechTarget, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-24-269931

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