TechTarget greenshoe exercised, lifts 0% convertibles to $414 million

By Devika Patel

Knoxville, Tenn., Dec. 21 – Underwriters for TechTarget, Inc.'s offering of 0% five-year convertible senior notes exercised their over-allotment option in full for $54 million more of the convertibles, increasing the size of the issue to $414 million, the company reported in an 8-K filed Monday with the Securities and Exchange Commission.

As previously reported, the company sold the convertibles at par on Dec. 8 in a Rule 144A offering via bookrunners J.P. Morgan Securities LLC (lead left), Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc.

The convertibles have an initial conversion premium of 37.5% and an initial conversion price of $131.50, which equals a conversion ratio of 7.6043.

The notes are non-callable until Dec. 20, 2024 and then subject to a 130% hurdle.

They are putable upon a fundamental change.

The notes will be settled in cash, shares or a combination of both at TechTarget’s option.

Concurrently with the offering, TechTarget repurchased or exchanged $149.9 million of its outstanding 0.125% convertible notes due 2025 for $147.1 million and 0.8 million shares in privately negotiated transactions.

Proceeds will be used to fund the cash portion of the repurchase or exchange of the 0.125% notes and for general corporate purposes, which may include repayment or further repurchases of outstanding debt, common stock repurchases, and future acquisitions.

TechTarget is a Newton, Mass.-based marketing and sales and service provider for tech companies.

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