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Section 1: 8-K (8-K)

8-K
TechTarget Inc false 0001293282 0001293282 2020-12-23 2020-12-23

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2020

 

 

TechTarget, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-33472   04-3483216

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

275 Grove Street,

Newton, MA

    02466
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 431-9200

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of exchange

on which registered

Common Stock, $0.001 per value per share    TTGT    NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.01.

Completion of Acquisition or Disposition of Assets.

On December 23, 2020, TechTarget, Inc. (the “Company”) completed the previously disclosed acquisition of BrightTalk Limited, a private company limited by shares incorporated in England (“BrightTalk”), pursuant to an Equity Purchase Agreement, dated December 9, 2020 (the “Purchase Agreement”). 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 paid at the closing of the transaction by the Company pursuant to the Purchase Agreement was equal to $150 million, subject to working capital and other adjustments set forth in the Purchase Agreement. The purchase price was funded with proceeds of the Company’s previously announced offering of $175 million aggregate principal amount of 0.125% Convertible Senior Notes due 2025.

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 the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and 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.

 

Item 7.01.

Regulation FD Disclosure.

On December 23, 2020, the Company issued a press release announcing the closing of the transactions contemplated by the Purchase Agreement. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 and in Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

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Item 9.01.

Financial Statements and Exhibits.

(d)     Exhibits. The following exhibits are filed or furnished, as applicable, with this report:

 

Exhibit
No.

  

Document

2.1    Equity Purchase Agreement, dated December 9, 2020, by and between the Company and BrightTalk, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-33472), filed with the Securities and Exchange Commission on December 11, 2020.*
99.1    Press Release dated December 23, 2020.
104    Cover Page Interactive Data File (formatted as Inline XBRL).

 

*

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the U.S. Securities and Exchange Commission; except that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished. A list identifying the contents of all omitted exhibits and schedules can be found on page (iv) to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-33472), filed with the Securities and Exchange Commission on December 11, 2020.

 

3


SIGNATURE

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.

 

    TechTarget, Inc.
Date: December 23, 2020     By:  

/s/ Daniel Noreck

      Daniel Noreck
      Chief Financial Officer and Treasurer

 

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

TechTarget Announces Closing of Previously Announced Acquisition of BrightTALK

Newton, MA — December 23, 2020 — TechTarget, Inc. (Nasdaq: TTGT), the global leader in B2B technology purchase intent data today announced the closing of the previously announced acquisition of BrightTALK Limited, a private company incorporated in England. As a leading marketing platform for webinars and virtual events in the enterprise IT market, the BrightTALK acquisition will enable TechTarget to significantly expand its proprietary first-party purchase intent data and its opt-in audience.

“We are happy to complete this acquisition of BrightTALK,” said Michael Cotoia, Chief Executive Officer of TechTarget. “We are excited to continue accelerating value delivery to our customers.”

“Everyone on the BrightTALK team is thrilled about what this combination of great content and great data will bring to the market,” added Paul Heald, BrightTALK’s Co-Founder and CEO.

About TechTarget

TechTarget (Nasdaq: TTGT) is the global leader in purchase intent-driven marketing and sales services that deliver business impact for enterprise technology companies. By creating abundant, high-quality editorial content across more than 140 highly targeted technology-specific websites, TechTarget attracts and nurtures communities of technology buyers researching their companies’ information technology needs. By understanding these buyers’ content consumption behaviors, TechTarget creates the purchase intent insights that fuel efficient and effective marketing and sales activities for clients around the world.

TechTarget has offices in Boston, London, Munich, Paris, San Francisco, Singapore and Sydney. For more information, visit techtarget.com and follow us on Twitter @TechTarget.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this press release that address activities, events or developments which we expect will or may occur in the future are forward-looking statements, including, but not limited to, statements regarding our intent, beliefs or current expectations and those of our management team with respect to our acquisition of BrightTALK and our updated revenue guidance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions. These forward-looking statements involve known and unknown risks and uncertainties that may cause TechTarget’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include the risk that TechTarget will not realize the anticipated benefits of the


transaction; the risk that TechTarget will not be able to successfully integrate BrightTALK’s business into TechTarget’s business; the risk that TechTarget will incur higher than expected or unexpected costs in connection with the transaction; the risk that TechTarget will not be able to retain or hire key personnel; the risk that disruption from the transaction may adversely affect TechTarget’s business, including its relationships with its customers and employees; and such other factors as are set forth in the risk factors detailed from time to time in TechTarget’s filings with the Securities and Exchange Commission, including, without limitation, the risk factors detailed in TechTarget’s Annual Report on Form 10-K for the year ended December 31, 2019 and TechTarget’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which are incorporated herein by reference. TechTarget specifically disclaims any obligation to update these forward-looking statements, except to the extent required by law.

(C) 2020 TechTarget, Inc. All rights reserved. TechTarget and the TechTarget logo are registered trademarks of TechTarget. Priority Engine is a trademark of TechTarget. All other trademarks are the property of their respective owners.

Contacts:

 

Investor Inquiries    Media Inquiries
Daniel T. Noreck    Garrett Mann
Chief Financial Officer    Director of Marketing
TechTarget    TechTarget
617-431-9449    617-431-9371
dnoreck@techtarget.com    gmann@techtarget.com
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