Informa TechTarget Announces Final Results of Offers to Purchase Any and All of Informa TechTarget’s Outstanding 0.125% Convertible Senior Notes due 2025 and 0.000% Convertible[...]

TechTarget, Inc. (Nasdaq: TTGT) ("Informa TechTarget") today announced the expiration and final results of its previously announced offers to purchase (each, an "Offer" and together the "Offers") any and all of Informa TechTarget's outstanding 0.125% Convertible Senior Notes due 2025 (the "2025 Notes") and 0.000% Convertible Senior Notes due 2026 (the "2026 Notes" and, together with the 2025 Notes, the "Notes"). The Offers expired at 5:00 p.m., New York City time, on January 23, 2025.

The Offers were required to be made as a result of the transactions consummated on December 2, 2024 (the "Closing Date") pursuant to the Agreement and Plan of Merger, dated as of January 10, 2024, among TechTarget Holdings Inc. (formerly known as TechTarget, Inc.), Informa TechTarget, Toro Acquisition Sub, LLC, Informa PLC, Informa US Holdings Limited, and Informa Intrepid Holdings Inc. (the "Transactions"). Under the terms of the indentures governing the Notes (the "Indentures"), the Transactions constituted a Fundamental Change (as defined in each of the Indentures), and Informa TechTarget was required to offer to repurchase the Notes for cash at a purchase price equal to 100% of the aggregate principal amount of the Notes to be repurchased, plus, in the case of the 2025 Notes, accrued and unpaid interest on the 2025 Notes to, but excluding, January 24, 2025.

As of the expiration time (a) $3,040,000 aggregate principal amount of the 2025 Notes, representing 100% of the 2025 Notes outstanding, and (b) $413,993,000 aggregate principal amount of the 2026 Notes, representing approximately 99.9% of the 2026 Notes outstanding, were validly tendered (and not validly withdrawn) pursuant to the applicable Offer. Informa TechTarget has accepted for repurchase all Notes that were validly tendered (and not validly withdrawn) prior to the expiration time. All 2026 Notes not tendered for purchase will remain outstanding.

In addition, during the period in which the Offers were open, holders of Notes were entitled to convert their Notes in whole or in part (in a principal amount of $1,000 or an integral multiple thereof) at the applicable conversion rate. During such period, no Notes were surrendered for conversion.

Informa TechTarget expects to pay in cash approximately $3,040,412 for the repurchase of the 2025 Notes, including interest, and approximately $413,993,000 for the repurchase of the 2026 Notes, in each case, on the date hereof. After settlement of all Notes surrendered for repurchase, $7,000 aggregate principal amount of the 2026 Notes will remain outstanding and none of the 2025 Notes will remain outstanding.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The offers to purchase were made only pursuant to the Offers to Purchase and the Schedule TO filed with the Securities and Exchange Commission. Holders of the Notes may obtain a free copy of the tender offer statement on Schedule TO, the Offers to Purchase and other documents that Informa TechTarget filed with the Securities and Exchange Commission at the Securities and Exchange Commission's website at www.sec.gov or by contacting U.S. Bank Trust Company, National Association, the trustee, paying agent and conversion agent for the tender offers, at the following address: c/o 111 Fillmore Avenue St. Paul, MN 55107-1402.