| Item 1.01. | Entry into a Material Definitive Agreement. |
Purchase Agreement
On December 9, 2020, TechTarget, Inc. (the “Company”) and BrightTalk Limited, a private company limited by shares incorporated in England (“BrightTalk”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to purchase the issued and outstanding equity interests of BrightTalk. BrightTalk is a technology media company that provides customers with a platform to create, host, and promote webinar and video content to reach new audiences and engage relevant business professionals.
The purchase price to be paid at the closing of the transaction by the Company pursuant to the Purchase Agreement is equal to $150 million, subject to working capital and other adjustments set forth in the Purchase Agreement. The Company has secured committed financing in the form of a bridge loan from JPMorgan Chase Bank, N.A., as described below, to cover the purchase price in combination with cash on hand, and is contemplating options for permanent financing which may include public or private offerings of equity or debt securities or facilities. The Company’s obligation to complete the transaction is not subject to a financing condition. The Company expects the transaction to close by the end of 2020.
The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and other provisions, including indemnification obligations of the Company and the BrightTalk equity holders for, among other matters, breaches of representations, warranties and covenants, in each case subject to the applicable limitations specified in the Purchase Agreement.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Purchase Agreement and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships between the parties to the Purchase Agreement. The assertions embodied in those representations and warranties may be subject to important qualifications and limitations agreed to by the Company and BrightTalk in connection with negotiating their respective terms. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders. For the foregoing reasons, none of the Company’s stockholders or any other person should rely on such representations and warranties, or any characterizations thereof, as statements of factual information at the time they were made or otherwise.
Bridge Loan Commitment Letter
Also on December 9, 2020 and in connection with the execution of the Purchase Agreement, the Company executed a commitment letter (the “Commitment Letter”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), pursuant to which JPMorgan has committed to provide the Company with a 6-month term loan facility in an aggregate principal amount of $145 million to fund the Company’s acquisition of BrightTalk pursuant to the Purchase Agreement. Amounts drawn under the facility will bear interest, at the Company’s option, at an adjusted rate of LIBOR plus 2.50% or a rate equal to 1.50% plus the highest of (a) the prime rate, (b) the higher of (x) the federal funds effective rate and (y) the overnight bank funding rate, in each case plus 0.50% and (c) one-month LIBOR plus 1.00%.
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