Exhibit 99.2
FOR IMMEDIATE RELEASE
TechTarget Announces Pricing of Offering of Convertible Senior Notes
Newton, MA — December 15, 2020 — TechTarget, Inc. (“TechTarget”) (Nasdaq: TTGT) today announced that it has priced its previously announced private offering of $175 million aggregate principal amount of its convertible senior notes due 2025 (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. In addition, TechTarget has granted the initial purchasers of the notes a 13-day option to purchase up to an additional $26.25 million aggregate principal amount of notes on the same terms and conditions. The sale of the notes is expected to close on December 17, 2020, subject to customary closing conditions.
The notes will be senior unsecured obligations of TechTarget and will mature on December 15, 2025, unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date. The notes will bear interest at a rate of 0.125% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. The notes will be convertible at the option of the holders prior to September 15, 2025 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 14.1977 shares of TechTarget’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $70.43 per share of TechTarget’s common stock, subject to adjustments in certain events. The initial conversion price represents a premium of approximately 40.0% to the $50.31 per share closing price of TechTarget’s common stock on December 14, 2020.
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, 2023, 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 interest 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 $169.1 million (or approximately $194.6 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 approximately $150 million of the net proceeds from the offering to fund the cash consideration payable for, and certain costs associated with its previously announced proposed acquisition of BrightTalk Limited (the “BrightTalk Acquisition”). TechTarget also intends to use the remaining proceeds from the offering, to fund, together with cash on hand, the $20 million initial purchase price, subject to adjustment, of an additional acquisition of a company providing research and content for B2B information technology enterprise customers, with which TechTarget has entered into a non-binding letter of intent (the “Potential Acquisition”). Completion of the offering is not contingent upon completion of the BrightTalk Acquisition or the Potential Acquisition and there can be no assurance that the BrightTalk Acquisition or the Potential Acquisition will be consummated. If the BrightTalk Acquisition or the Potential Acquisition is not completed, TechTarget intends to use the net proceeds from the offering for general
