| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 99-2218610 | |
(State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
275 Grove Street Newton, Massachusetts | 02466 | |
(Address of principal executive offices) | (Zip Code) | |
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
Toro CombineCo, Inc. operated as a shell company during the period covered by this report. However, as discussed in the explanatory note hereto, Toro CombineCo, Inc.’s future periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 will reflect the operations of the combination referred to in the explanatory note.
EXPLANATORY NOTE
Toro CombineCo, Inc. (“CombineCo”), a direct, wholly owned subsidiary of TechTarget, Inc. (“TechTarget”), is a Delaware corporation that was formed on January 4, 2024 by TechTarget for the purpose of engaging in the Transactions discussed herein.
On January 10, 2024, TechTarget, CombineCo, Toro Acquisition Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CombineCo (“Merger Sub”), Informa PLC, a public limited company organized under the laws of England and Wales (“Informa”), Informa US Holdings Limited, a private company organized under the laws of England and Wales and an indirect, wholly owned subsidiary of Informa (“Informa HoldCo”), and Informa Intrepid Holdings Inc., a Delaware corporation and a direct, wholly owned subsidiary of Informa HoldCo (“Informa Intrepid”), entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “Transaction Agreement”) to combine the digital businesses of Informa’s Informa Tech division (collectively, the “Informa Tech Digital Businesses”) and TechTarget under a new publicly traded company (collectively, the “Transactions”).
A special meeting of TechTarget stockholders will be held on November 26, 2024, Eastern time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, for the following purposes:
| 1. | To adopt the Transaction Agreement. |
| 2. | To approve, on a non-binding, advisory basis, the compensation that will or may become payable to TechTarget’s named executive officers in connection with the Transactions, including the Merger. |
| 3. | To approve and adopt the proposed TechTarget, Inc. 2024 Incentive Plan. |
| 4. | To approve and adopt the proposed TechTarget, Inc. 2024 Employee Stock Purchase Plan. |
| 5. | To adjourn TechTarget’s special meeting if TechTarget determines it is necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement (such meeting, including any adjournment or postponement thereof, the “special meeting”). |
If the Transactions are consummated, CombineCo will change its registered name with the Secretary of State of the State of Delaware to “TechTarget, Inc.” (which we refer to the renamed, post-closing CombineCo as “NewCo”). TechTarget will change its registered name with the Secretary of State of the State of Delaware to “TechTarget Holdings Inc.” and the TechTarget common stock, par value $0.001 per share (“TechTarget common stock”), will be delisted from The Nasdaq Global Market (“Nasdaq”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and cease to be publicly traded.
Immediately following the closing of the Transactions (the “Closing”), NewCo will own the assets of TechTarget and the Informa Tech Digital Businesses. In connection with the Closing, (i) Informa HoldCo will contribute to CombineCo all of the issued and outstanding shares of capital stock of Informa Intrepid and $350 million in cash, in exchange for NewCo common stock common stock, par value $0.001 per share (“NewCo common stock”), (ii) Merger Sub will merge with and into TechTarget, with TechTarget surviving the merger and becoming a direct wholly owned subsidiary of NewCo (the “Merger”) and (iii) as a result of the Merger, each issued and outstanding share of TechTarget common stock will be converted (subject to certain exceptions) into the right to receive one share of NewCo common stock and a pro rata share of an amount in cash equal to $350 million. Informa HoldCo will own 57% of the outstanding shares of NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans) and former TechTarget stockholders will own the remaining outstanding shares of NewCo common stock.
We intend to list the NewCo common stock on Nasdaq or such other U.S. national securities exchange as mutually agreed in writing by the parties to the Transaction Agreement (such national securities exchange, the “Exchange”), under TechTarget’s current stock ticker symbol “TTGT.”
This Form 10-Q is reporting the shell company results for CombineCo for the three and nine months ended September 30, 2024. Since the date of its incorporation, CombineCo has not engaged in any activities other than as contemplated by the Transaction Agreement and other related agreements.
TABLE OF CONTENTS
Item 1. | Financial Statements (Unaudited) |
September 30, | January 4, | |||||||
2024 | 2024 | |||||||
(Unaudited) | (Unaudited) | |||||||
ASSETS | ||||||||
Total assets | $ | — | $ | — | ||||
LIABILITIES AND EQUITY | ||||||||
Total liabilities | — | — | ||||||
Equity | ||||||||
| Common stock, $0.001 par value; 1,000 authorized, issued and outstanding | 1 | 1 | ||||||
| Stockholder receivable | (1 | ) | (1 | ) | ||||
Additional paid-in-capital | — | — | ||||||
Total equity | — | — | ||||||
Total liabilities and equity | $ | — | $ | — | ||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | $ | — | $ | — | ||||
| Cost of revenue | — | — | ||||||
| Gross profit | — | — | ||||||
| Operating expenses | — | — | ||||||
| Earnings from operations | — | — | ||||||
| Other expenses, net | — | — | ||||||
| Earning before income taxes | — | — | ||||||
| Provision for income taxes | — | — | ||||||
| Net income (loss) | $ | — | $ | — | ||||
| Other comprehensive income (loss), net of tax | — | — | ||||||
| Comprehensive income (loss) | $ | — | $ | — | ||||
| Net earnings per share, basic and diluted | $ | — | $ | — | ||||
| Weighted average common shares outstanding, basic and diluted | 1,000 | 1,000 | ||||||
Three months ended September 30, | Nine Months ended September 30, | |||||||
2024 | 2024 | |||||||
(Unaudited) | (Unaudited) | |||||||
Common stock | ||||||||
Beginning balance | $ | 1 | $ | — | ||||
| Shares issued | — | 1 | ||||||
Ending balance | 1 | 1 | ||||||
Shareholders receivable | ||||||||
| Beginning balance | $ | (1 | ) | $ | — | |||
| Activity | — | $ | (1 | ) | ||||
| Ending balance | (1 | ) | (1 | ) | ||||
Additional paid-in capital | — | — | ||||||
Total equity | $ | — | $ | — | ||||
Nine Months Ended September 30, | ||||
| 2024 | ||||
| Operating Activities: | ||||
| Net cash provided by operating activities | $ | — | ||
| Investing Activities: | ||||
| Net cash provided by (used in) investing activities | — | |||
| Financing Activities: | ||||
| Net cash provided by (used in) financing activities | — | |||
| Effect of exchange rate changes on cash and cash equivalents | — | |||
| Increase (Decrease) in cash and cash equivalents | — | |||
| Beginning cash and equivalents | — | |||
| Ending cash and equivalents | $ | — | ||
| 1. | To adopt the Transaction Agreement. |
| 2. | To approve, on a non-binding, advisory basis, the compensation that will or may become payable to TechTarget’s named executive officers in connection with the Transactions, including the Merger. |
| 3. | To approve and adopt the proposed TechTarget, Inc. 2024 Incentive Plan. |
| 4. | To approve and adopt the proposed TechTarget, Inc. 2024 Employee Stock Purchase Plan. |
| 5. | To adjourn TechTarget’s special meeting if TechTarget determines it is necessary to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the Transaction Agreement (such meeting, including any adjournment or postponement thereof, the “special meeting”). |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
The following discussion and analysis should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and accompanying notes, which appear elsewhere in this Quarterly Report on Form 10-Q.
We are a Delaware corporation and wholly owned subsidiary of TechTarget, Inc. (“TechTarget”) formed for the purpose of engaging in the Transactions. Since the date of our incorporation, we have not engaged in any activities other than as contemplated by the Transaction Agreement and other related agreements. We did not conduct any operations, had no significant assets or liabilities and did not conduct any activities other than those incidental to our formation and the matters contemplated by the Transaction Agreement for the three and nine months ended September 30, 2024.
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Additional information about us is included in the documents incorporated by reference into this report.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete the Transactions considering the various closing conditions; the expected benefits of the Transactions, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of our business following completion of the Transactions; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” or the negatives of these words or other similar terms or expressions that concern TechTarget’s or our expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.
Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: that one or more closing conditions to the Transactions, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the Transactions, may require conditions, limitations, or restrictions in connection with such approvals or that the required approval by the shareholders of TechTarget may not be obtained; the risk that the Transactions may not be completed in the time frame expected by us, TechTarget or Informa, or at all; unexpected costs, charges, or expenses resulting from the Transactions; uncertainty of our expected financial performance following completion of the Transactions; failure to realize the anticipated benefits of the Transactions, including as a result of delay in completing the Transactions or integrating the relevant portion of Informa tech digital businesses with the business of TechTarget; our ability to implement its business strategy; difficulties and delays in achieving revenue and cost synergies; the occurrence of any event that could give rise to termination of the Transactions; potential litigation in connection with the Transactions or other settlements or investigations that may affect the timing or occurrence of the Transactions or result in significant costs of defense, indemnification, and liability; evolving legal, regulatory, and tax regimes; changes in economic, financial, political, and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics, geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administration; risks related to disruption of management time from ongoing business operations due to the Transactions; certain restrictions during the pendency of the Transactions that may impact TechTarget’s ability to pursue certain business opportunities or strategic transactions; our, TechTarget’s and Informa’s ability to meet expectations regarding the accounting and tax treatments of the Transactions; the risk that any announcements relating to the Transactions could have adverse effects on the market price of TechTarget’s common stock; the risk that the Transactions and its announcement could have an adverse effect on the ability of TechTarget to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders, strategic partners and other business relationships and on its operating results and business generally; market acceptance of TechTarget’s and the relevant portion of Informa Tech digital businesses’ products and services; the impact of pandemics and future health epidemics and any related economic downturns, on TechTarget’s business and the markets in which it and its customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and information technology industries; data privacy and artificial intelligence laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including instability in the regional banking sector, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, rising inflation and interest rate fluctuations on TechTarget’s and the relevant portion of Informa Tech digital businesses’ results and other matters included in TechTarget’s filings with the SEC, including in Item 1A of its Annual
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Report on Form 10-K for the year ended December 31, 2023. These risks, as well as other risks associated with the Transactions, are more fully discussed the definitive Proxy Statement/Prospectus filed on October 25, 2024 and may be contained in other relevant materials that are filed or will be filed with the SEC (when they become available). While the list of factors presented here and in the definitive Proxy Statement/Prospectus are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication.
Any forward-looking statements speak only as of the date of this communication. We do not undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this communication nor the continued availability of this communication in archive form on TechTarget’s website at investor.techtarget.com or Informa’s website at www.informa.com/investors should be deemed to constitute an update or re-affirmation of these statements as of any future date.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risks |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| Item 1. | Legal Proceedings |
| Item 1A. | Risk Factors |
| Item 5. | Other Information |
| Item 6. | Exhibits |
| (a) | Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K). |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TORO COMBINECO, INC. | ||||||
| (Registrant) | ||||||
| Date: November 12, 2024 | By: | /s/ MICHAEL COTOIA | ||||
| Michael Cotoia, Chief Executive Officer and Director | ||||||
| (Principal Executive Officer) | ||||||
| Date: November 12, 2024 | By: | /s/ DANIEL NORECK | ||||
| Daniel Noreck, Chief Financial Officer, Treasurer and Director | ||||||
| (Principal Accounting and Financial Officer) | ||||||
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