Exhibit 99.1
FOR IMMEDIATE RELEASE
TechTarget Announces Proposed Offering of Convertible Senior Notes
Newton, MA — December 7, 2021 — TechTarget, Inc. (“TechTarget”) (Nasdaq: TTGT) today announced that it proposes to offer, subject to market conditions and other factors, $360 million aggregate principal amount of convertible senior notes due 2026 (the “notes”). The notes are to be offered and sold to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, TechTarget has granted the initial purchasers of the notes a 13-day option to purchase up to an additional $54 million aggregate principal amount of notes on the same terms and conditions.
The notes will be senior unsecured obligations of TechTarget and will mature on December 15, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date. Upon conversion of the notes, holders of the notes will receive cash, shares of TechTarget’s common stock or a combination of cash and shares of TechTarget’s common stock, at TechTarget’s option. Interest on the notes will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The interest rate, initial conversion rate, offering price and other terms will be determined at the time of pricing the offering.
TechTarget intends to use a portion of the net proceeds from the offering to enter into privately negotiated transactions with certain holders of TechTarget’s 0.125% convertible senior notes due 2025 (the “existing notes”) to repurchase or exchange a portion of its existing notes for cash, shares of its common stock or a combination of cash and shares of its common stock. TechTarget intends to use the remaining proceeds from the offering for general corporate purposes, which may include, without limitation and in TechTarget’s sole discretion, working capital, capital expenditures, investments in or loans to TechTarget’s subsidiaries, repayment or further repurchases of outstanding indebtedness, common stock repurchases, funding potential future acquisitions and investments and satisfaction of other obligations. Completion of the offering is not contingent upon the closing of any repurchase or exchange of the existing notes and there can be no assurance that such repurchases or exchanges will be consummated on the terms expected or at all.
The terms of any repurchases or exchanges of the existing notes will be individually negotiated with each relevant holder of existing notes and depend on various factors, including the market price of TechTarget’s common stock and the trading price of the existing notes at the time of such repurchases or exchange. Such repurchases or exchanges could affect the market price of the notes and may also impact the initial conversion price for the notes.
TechTarget expects that certain holders of the existing notes that may sell or exchange, as the case may be, their existing notes, may have hedged their equity price risk with respect to such existing notes (the “hedged holders”) and will, concurrently with or shortly after the pricing of the notes, unwind all or a part of their hedge positions by buying TechTarget’s common stock and/or entering into or unwinding various derivative transactions with respect to TechTarget’s common stock. The amount of TechTarget’s common stock to be purchased by the hedged holders may be substantial in relation to the historic average daily trading volume of TechTarget’s common stock. If it is, this activity by the hedged holders could increase the market price of TechTarget’s common stock and the initial conversion price of the notes.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities or any other securities (including the shares of TechTarget’s common stock, if any, issuable upon conversion of the notes, the existing notes or the shares of TechTarget’s common stock, if any, issuable in exchange for the existing notes) and shall not constitute an offer, solicitation or sale of these or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer of
