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): June 22, 2017
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.) |
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275 Grove Street, Newton, MA |
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02466 |
(Address of Principal Executive Offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 1.01. Entry into a Material Definitive Agreement
On June 22, 2017, TechTarget, Inc. (the “Company”) entered into a First Amendment to Credit Agreement with Silicon Valley Bank as Administrative Agent and Lender and the other lenders party from time to time thereto (the “First Amendment”). The First Amendment amends the existing Credit Agreement, dated May 9, 2016 (the “Credit Agreement”), by, among other things, modifying the consolidated leverage ratio covenant and the liquidity requirement related to capital stock repurchases. Upon effectiveness of the First Amendment, the Company’s total consolidated leverage ratio (calculated in accordance with the Credit Agreement) may not be greater than 2.50 to 1.00 until the quarter ending March 31, 2018, with stepdowns thereafter to a maximum ratio of 1.50 to 1.00 for quarters ending on or after March 31, 2020. In addition, the minimum liquidity requirement (calculated in accordance with the Credit Agreement) with respect to any capital stock repurchased using borrowings under the Credit Agreement was increased from $10,000,000 to $15,000,000.
The lenders under the Credit Agreement are Silicon Valley Bank and Citizens Bank, N.A. TechTarget Securities Corp., a Massachusetts company and a wholly-owned subsidiary of TechTarget and an existing subsidiary guarantor of the Credit Agreement, also executed the First Amendment. There are no material relationships between any of the lenders and TechTarget, Inc., TechTarget Securities Corp., or any of their affiliates.
Except as otherwise provided for in the First Amendment, the Credit Agreement and all of its related documents, instruments and agreements remain in full force and effect.
The above summary of the material terms of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, as well as the complete text of the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 9, 2016.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No.Description
10.1 |
First Amendment to Credit Agreement, dated June 22, 2017, by and among TechTarget, Inc. as the Borrower, the several lenders from time to time parties hereto, Silicon Valley Bank as Administrative Agent and Lender and Citizens Bank, N.A., as Lender. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TechTarget, Inc. |
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Date: June 22, 2017 |
By: |
/s/ Charles D. Rennick |
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Charles D. Rennick |
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Vice President and General Counsel |
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Exhibit 10.1
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FIRST amendment TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this “Amendment”) is made effective as of this 22th day of June, 2017 (the “First Amendment Effective Date”), by and among TECHTARGET, INC., a Delaware corporation (the “Borrower”), the lenders identified on the signature pages hereto (each a “Lender” and, collectively, the “Lenders”), and Silicon Valley Bank, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”). The Borrower, the Lenders, and the Administrative Agent are together referred to herein as the “Parties,” or each may be referred to individually as a “Party.”
RECITALS:
WHEREAS, reference is made to that certain Credit Agreement dated as of May 9, 2016 (as amended, restated, supplemented, restructured, or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders and the Administrative Agent. All capitalized terms used herein and not otherwise defined herein, shall have the meanings assigned to such terms in the Credit Agreement; and
WHEREAS, the Parties to the Credit Agreement have agreed to modify and amend certain additional terms and conditions of the Credit Agreement, subject to the terms and conditions of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1.Amendment to Section 7.1 of the Credit Agreement. The table in Section 7.1(b) of the Credit Agreement is hereby stricken in its entirety and replaced with the following table:
Quarter Ending |
Consolidated Leverage Ratio |
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June 30, 2017 |
2.50:1.00 |
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September 30, 2017 |
2.50:1.00 |
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December 31, 2017 |
2.50:1.00 |
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March 31, 2018 |
2.50:1.00 |
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June 30, 2018 |
2.00:1.00 |
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September 30, 2018 |
2.00:1.00 |
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December 31, 2018 |
2.00:1.00 |
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March 31, 2019 |
2.00:1.00 |
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June 30, 2019 |
2.00:1.00 |
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September 30, 2019 |
2.00:1.00 |
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December 31, 2019 |
2.00:1.00 |
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March 31, 2020 and thereafter |
1.50:1.00 |
2.Amendment to Section 7.6 of the Credit Agreement. Section 7.6(h)(ii) of the Credit Agreement is hereby amended by deleting “Liquidity of at least $10,000,000” and inserting “Liquidity of at least $15,000,000” in lieu thereof.
3.Conditions Precedent to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the satisfaction of the Administrative Agent:
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a. |
This Amendment shall have been duly executed and delivered by the Parties hereto and the Administrative Agent shall have received a fully executed copy hereof. |
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b. |
All necessary consents and approvals to this Amendment shall have been obtained. |
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c. |
After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. |
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d. |
The Administrative Agent shall have received a fully executed copy of the First Amendment Fee Letter, dated as of the date hereof, between the Borrower and the Administrative Agent, and the Administrative Agent shall have received all fees specified therein. |
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e. |
The Administrative Agent shall have received the fees costs and expenses required to be paid pursuant to Section 8 of this Amendment (including the reasonable and documented fees and disbursements of legal counsel required to be paid thereunder). |
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f. |
After giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct, (i) to the extent qualified by materiality, in all respects, and (ii) to the extent not qualified by materiality, true and correct in all material respects, in each case, on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case they shall be true and correct in all respects or all material respects, as applicable, as of such earlier date). |
4.Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:
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This Amendment is, and each other Loan Document to which it is or will be a party, when executed and delivered by each Loan Party that is a party thereto, will be the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally. |
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c. |
The execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of its obligations under the Credit Agreement, as amended by this Amendment, (i) have been duly authorized by all necessary organizational action on the part of such Loan Party and (ii) will not violate any Requirement of Law (including any Operating Document of any Group Member) or any material Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any material Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents). |
Each Loan Party acknowledges that the Administrative Agent and the Lenders have acted in good faith and have conducted in a commercially reasonable manner its relationships with each Loan Party in connection with this Amendment and in connection with the other Loan Documents. Each Loan Party understands and acknowledges that the Administrative Agent and the Lenders are entering into this Amendment in reliance upon, and in partial consideration for, the above representations, warranties, and acknowledgements, and agrees that such reliance is reasonable and appropriate.
5.Choice of Law. This Amendment and the rights of the Parties hereunder, shall be determined under, governed by, and construed in accordance with the laws of the State of New York. Section 10.14 of the Credit Agreement is hereby incorporated mutatis mutandis by reference as if such section was fully set forth herein.
6.Counterpart Execution. This Amendment may be executed in any number of counterparts and by different authorized parties on separate counterparts, all of which when taken together shall constitute one and the same instrument, and any of the Parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile, “.pdf file,” or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment.
7.Effect on Loan Documents.
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as expressly set forth herein, as a modification or waiver of any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document. The modifications and other agreements herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, and except as expressly set forth herein, shall neither excuse any non-compliance with the Loan Documents, nor operate as a consent or waiver to any matter under the Loan Documents. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this Amendment conflict with those of the Credit Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. |
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b. |
To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement, as modified or amended hereby. |
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c. |
This Amendment is a Loan Document. |
8.Payment of Costs and Fees. The Borrower shall pay to the Administrative Agent all costs and all reasonable out-of-pocket expenses in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of outside counsel retained by Administrative Agent, in each case, as set forth in Section 10.5 of the Credit Agreement).
9.Release of Claims.
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release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above. |
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b. |
In connection with the releases set forth above, each Loan Party expressly and completely waives and relinquishes any and all rights and benefits that it has or may ever have pursuant to Section 1542 of the Civil Code of the State of California, or any other similar provision of law or principle of equity in any jurisdiction pertaining to the matters released herein. Section 1542 provides as follows: |
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
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Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 9(a) above. If any Loan Party violates the foregoing covenant, then Borrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. |
10.Entire Agreement. This Amendment, and terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.
11.Reaffirmation. Each Loan Party hereby reaffirms its obligations under each Loan Document to which it is a party. Each Loan Party hereby further ratifies and reaffirms the validity and enforceability of all of the Liens heretofore granted, pursuant to and in connection with the Guaranty and Collateral Agreement or any other Loan Document to the Administrative Agent on behalf and for the benefit of Secured Parties, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof.
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12.Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
[Signature pages follow.]
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IN WITNESS WHEREOF, each of the undersigned has caused this First Amendment to Credit Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.
BORROWER:
TECHTARGET, INC.
By: /s/ Daniel T. Noreck .
Name:Daniel T. Noreck
Title:Chief Financial Officer and Treasurer
GUARANTOR:
TECHTARGET SECURITIES CORPORATION
By: /s/ Daniel T. Noreck .
Name:Daniel T. Noreck
Title:Secretary and Treasurer
First Amendment to Credit Agreement
ADMINISTRATIVE AGENT AND LENDER:
SILICON VALLEY BANK
By: /s/ Frank Groccia .
Name:Frank Groccia
First Amendment to Credit Agreement
LENDER:
CITIZENS BANK, N.A.
By: /s/ Christopher J. DeLauro .
Name:Christopher J. DeLauro
Title: Vice President
First Amendment to Credit Agreement