9. Convertible Notes and Credit Facility

Convertible Notes

In December 2020, Former TechTarget issued $201.3 million in aggregate principal amount of convertible senior notes due December 15, 2025 (“2025 Notes”) and in December 2021, Former TechTarget issued $414 million of aggregate principal amount of convertible senior notes due December 15, 2026 (“2026 Notes”). As of the Acquisition Date, $3.0 million principal amounts of 2025 Notes and $414 million principal amount of 2026 Notes were outstanding. Further details are included below:

The 2025 Notes and the 2026 Notes (collectively, the “Notes”) are governed by indentures originally between Former TechTarget, as issuer, and U.S. Bank, National Association, as trustee (together, the “Indentures”). Informa TechTarget assumed all of Former TechTarget's rights and obligations under the Indentures in connection with the Merger. The Notes are unsecured and rank senior in right of payment to Informa TechTarget’s future indebtedness that is expressly subordinated in right of payment to the Notes and equal in right of payment to Informa TechTarget’s unsecured indebtedness that is not so subordinated.

The 2025 Notes and 2026 Notes were recorded at their fair values $3.0 million and $410.6 million, respectively, at the Acquisition Date.

Terms of the Notes

Prior to the close of business on September 15, 2025 and September 14, 2026, the 2025 Notes and 2026 Notes, respectively, will be convertible at the option of holders during certain periods, only upon satisfaction of certain conditions set forth below. On or after September 15, 2025 (for the 2025 Notes) and September 14, 2026 (for the 2026 Notes), until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders may convert all or any portion of their Notes at the conversion price at any time regardless of whether the conditions set forth below have been met.

Holders may convert all or a portion of their Notes prior to the close of business on the day immediately preceding their respective free convertibility date described above, in multiples of the $1,000 principal amount, only under the following circumstances:

As a result of the Merger, the Notes became puttable by the holders thereof. On December 20, 2024, as a result of the Merger, Informa TechTarget announced a tender offer relating to its 2025 and 2026 Notes. Informa TechTarget settled its Notes, in cash, in January 2025. Since the Notes became subject to redemption as a result of the Merger, Informa TechTarget has classified the 2026 Notes and the 2025 Notes as current debt on its consolidated balance sheet as of December 31, 2024. Refer to Note 17. Subsequent events for further information.

Following the Merger, Informa TechTarget elected to account for the Notes under the fair value option of ASC 825 in connection with the expectation that substantially all of the Notes would be redeemed pursuant to the contractual terms thereof. Under the fair value option, changes in the fair value of the Notes, other than those due to instrument-specific credit risk, are included in other income (expense), net, together with interest on the 2025 Notes; any changes in fair value due to instrument-specific credit risk are included in other comprehensive income. None of the changes in fair value of the Notes for the period ended December 31, 2024, were attributable to instrument-specific credit risk. Additionally, during this period, interest accrued on the 2025 Notes was immaterial. Accordingly, the $2.1 million change in fair value of the Notes between December 2, 2024, and December 31, 2024, was recognized in other income (expense), net. The fair value of the Notes as of December 31, 2024 are as follows:

Based on the closing price of our common stock of $19.82 on December 31, 2024, the if-converted value of the 2026 Notes and 2025 Notes was less than their aggregate principal value.

Informa Revolving Credit Facility

On December 2, 2024, and in connection with the Merger, Informa TechTarget entered into the $250 million unsecured five-year revolving Credit Facility with Informa Group Holdings Limited. Amounts may be drawn under the Credit Facility from and including December 20, 2024, to the earlier of December 2, 2029, and the termination of the commitments thereunder, if applicable. Informa TechTarget incurred $1.9 million of upfront lending fees and $0.7 million in other debt issuance costs in connection with the Credit Facility. Up-front lender fees and debt issuance costs are capitalized and included in prepaid expenses and other current assets and are amortized straight-line over the availability period. Recurring fees are expensed as incurred.

When drawn, Informa TechTarget has the right to elect the interest rate with respect to such borrowings at either an alternate base rate (“ABR”) or the secured overnight financing rate (“SOFR”) plus an interest rate margin based on Informa TechTarget’s Consolidated Total Net Leverage Ratio. Further, Informa TechTarget retains the right to vary the interest rate of drawn borrowings between ABR and SOFR, and the interest rate may automatically be converted upon the occurrence of certain events. The interest rate margin varies from 1.50% to 2.00% for ABR borrowings and 2.50% to 3.00% for SOFR borrowings. The Credit Facility involves customary funding fees and commitment fees, which range from 0.30% to 0.50% based on the amount of average daily unused commitments thereunder.

Borrowings under the Credit Facility may be prepaid by Informa TechTarget at any time without premium or penalty. Amounts drawn and repaid may be reborrowed. Informa TechTarget may be required to prepay borrowings under the Credit Facility upon an event of default or if borrowings thereunder exceed the commitment amount. Additionally, upon the occurrence and continuance of an event of default, overdue payments accrue interest at the rate initially applicable thereto plus default interest of 2.00%.

Borrowings under the Credit Facility are unsecured. The Credit Facility is guaranteed by Informa TechTarget’s existing and future material wholly-owned domestic subsidiaries, including Former TechTarget, subject to customary exceptions. The Credit Facility contains customary representations, warranties, events of default, and affirmative and negative covenants, including financial requirements and the requirement to maintain a Consolidated Total Net Leverage Ratio of 3.00 to 1.00 or less (subject to certain adjustments) and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00. In April 2025, the Company received a waiver from its Parent on the requirement to timely provide its annual financial statements.

As of December 31, 2024, no amounts have been drawn under the Credit Facility.