v3.25.1
Related Party Transactions
12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

13. Related party transactions

Allocations of expenses prior to the separation

Prior to the Merger, Informa Tech Digital Business was historically operated as part of the Parent and not as a standalone company. Certain shared costs were allocated to Informa Tech Digital Business by the Parent and are reflected as expenses in these consolidated financial statements. Allocations ceased effective the close of the Merger and were replaced by various other legal agreement such as Transitional Service Agreements.

Management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to Informa Tech Digital Business for purposes of the consolidated financial statements; however, the expenses reflected in the accompanying consolidated financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if Informa Tech Digital Business had operated as a separate standalone entity and the expenses that will be incurred in the future by Informa Tech Digital Business.

The amount of actual costs that may have been incurred if Informa Tech Digital Business were a standalone company is not practicable to estimate as it would depend on a number of factors, including its chosen organizational structure, which functions were performed by its employees or outsourced and strategic decisions made in areas such as information technology and infrastructure.

Corporate expense allocations

Certain corporate overhead and other shared expenses incurred by the Parent and its subsidiaries were allocated to Informa Tech Digital Business and are reflected in the accompanying consolidated statements of income (loss) and comprehensive income (loss). These amounts include, but are not limited to, items such as general management and executive oversight, costs incurred at the Parent level to support Informa Tech Digital Business's information technology infrastructure, facilities, compliance, human resources, operations, and legal functions and financial management and transaction processing, including public company consolidated reporting, consolidated tax filings and tax planning, risk management and consolidated treasury services, certain employee benefits and incentives, and stock-based compensation administration. These costs were allocated using a methodology that management believes is reasonable for the item being allocated. Allocation methodologies

include Informa Tech Digital Business's relative share of revenues, headcount, usage, or functional spend as a percentage of the total.

The amounts of related party expenses allocated to Informa Tech Digital Business from the Parent and its subsidiaries for the years ended December 31, 2024, 2023 and 2022 were $29.9 million, $31.3 million and $31.6 million, respectively, and are recognized in general and administrative expenses in the consolidated statements of income (loss) and comprehensive income (loss).

Further, for the year ended December 31, 2024, the Parent incurred $39.7 million of costs related to the Merger, including $1.6 million of costs recorded by Parent subsequent to the Transactions. These costs were paid by the Parent and allocated to Informa TechTarget. The costs are included in acquisition and integration expenses in the accompanying consolidated statements of income (loss) and comprehensive income (loss) and relate primarily to legal, professional accounting and advisory fees related to the Transactions.

Revenue and other transactions entered into in the ordinary course of business

Informa TechTarget enters into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording revenue of $0.4 million, $0.2 million and $0.1 million in the years ended December 31, 2024, 2023 and 2022, respectively. The cost of revenues related to these sales between Informa TechTarget and the Parent were not material in the years ended December 31, 2024, 2023 and 2022.

Revolving Line of Credit

On December 2, 2024, Informa TechTarget entered into a related party loan arrangement with the Informa Group Holdings Limited, which provides Informa TechTarget with a $250.0 million unsecured five-year revolving Credit Facility, which has not been drawn upon as of December 31, 2024. Informa TechTarget has paid $1.9 million in certain fees related to the Credit Facility, which have been capitalized and included in other non-current assets. Amortization of these commitment fees into interest expense have not been material for the year ended December 31, 2024.

Debt financing

Prior to the Merger, Informa Tech Digital Business entered into related party loan arrangements with the Parent to finance its operations and acquisitions. Debt arrangements between Informa Tech Digital Business and the Parent have been included in the accompanying consolidated financial statements for all years presented. Loans from the Parent to Informa Tech Digital Business with maturity within one year have been recorded as related-party short-term debt in the accompanying consolidated balance sheet at December 31, 2023 with interest rate of 4.25% per annum. Loans from Parent to Informa Tech Digital Business with maturities ranging between November 30, 2026 and August 31, 2027 were recorded as related party long-term debt in the accompanying consolidated balance sheet at December 31, 2023 with fixed interest rates ranging between 7% and 8% per annum. These loans were settled prior to the close of the Transactions. During the year ended December 31, 2024, prior to the close of the Transaction, $474.9 million of the related party short-term debt and $250.0 million of related party long-term financing debt was extinguished and reflected as an increase in net parent investment, with the remaining $59 million capitalized through net parent investment.

Some of the Parent entities are responsible for making certain payments on behalf of Informa Tech Digital Business for expenses such as payroll and supplier invoices. These arrangements are financing in nature as the payments have been made by the Parent for Informa Tech Digital Business. Informa Tech Digital Business is obligated to repay these balances on demand and therefore these balances are classified as related party short-term debt on the consolidated balance sheets. These balances are not interest bearing, do not have specific repayment terms and are repaid on a non-routine basis.

Related-party loans related to debt financing are recorded in the accompanying consolidated balance sheets as follows:

 

As of December 31,

 

 

2024

 

 

2023

 

 Related party short-term financing debt

$

—

 

 

$

43,801

 

 Related party long-term financing debt

$

—

 

 

$

309,237

 

As of the close of the Transaction, all related party balances were settled pertaining to the related party loan arrangements.

Cash pooling arrangement

Prior to the Merger, the Parent used a centralized approach to cash management and financing of its operations. The majority of Informa Tech Digital Business’s cash was transferred to the Parent on a regular basis, and the Parent funds Informa

Tech Digital Business’s operating and investing activities as needed. Transfers of cash to and from the Parent’s cash management system are reflected as related party loan receivables and short-term debt on the consolidated balance sheets and the inflows and outflows during each period are presented net in financing activities in the consolidated statement of cash flows.

Related-party loans receivable and short-term debt related to cash pooling arrangements are recorded in the accompanying consolidated balance sheets as follows:

 

 

As of December 31,

 

 

2024

 

 

2023

 

 

 

 

 

As Restated

 

 Related party loans receivable

$

—

 

 

$

105,334

 

 Related party short-term debt

$

—

 

 

$

459,461

 

As of the close of the Merger, all related party receivables and short-term debt arrangement were cash settled or capitalized through net parent investment.

Interest income and interest expense

Interest income and interest expense on debt financing and cash pooling arrangements are recorded within interest income and interest expense on related party debt, respectively within the accompanying consolidated statements of income (loss) and comprehensive income (loss) as follows:

 

 

Years Ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

 

 

 

 

As Restated

 

 

As Restated

 

 Interest income on related party loans receivable

$

3,999

 

 

$

3,487

 

 

$

493

 

 Interest expense on related party debt

$

17,740

 

 

$

24,649

 

 

$

10,760

 

The accrued interest expense related to short-term and long-term debt to Parent was $1.6 million as of December 31, 2023, and is recorded in related party payables within the accompanying consolidated balance sheets. There was no accrued interest related to short-term and long-term debt to the Parent as of December 31, 2024. There was no accrued interest related to cash pooling arrangements since interest is accrued directly to the cash pooling accounts.

Related party receivables and payables

Informa TechTarget has receivables and payables with the Parent arising from transactions entered into in the ordinary course of business with the Parent, such as related party sales, shared and corporate cost recharges, including payroll and employee related costs, acquisition and integration costs and central operating costs. Related party receivables and payables are recorded in the accompanying consolidated balance sheets as follows:

 

As of December 31,

 

 

2024

 

 

2023

 

 

 

 

 

As Restated

 

 Related party receivable

$

2,900

 

 

$

3,236

 

 Related party payables

$

4,795

 

 

$

32,493

 

Settlement patterns of related party payables vary from transaction to transaction and are repaid on a non-routine basis. Changes in related party receivables and payables are presented in operating activities in the consolidated statement of cash flows.

Transitional Services Agreement

In connection with the Merger, Informa TechTarget entered into a transitional service agreement with Informa Group Limited to receive certain business support services for generally up to 18 months after the closing for a monthly fee of $1.8 million. These services include, but not limited to, IT services, accounting & financial services, HR & payroll services, property services, and business support services. For the year ended December 31, 2024, Informa TechTarget had incurred $1.7 million for such services, which are classified within related party payables and general and administrative expenses.

Reverse Transitional Services Agreement

In connection with the Merger, Informa TechTarget entered into a reverse transitional service agreement with Informa Group Limited to provide property services to the Parent for a fixed monthly fee. As of December 31, 2024, activities related to this service were not material, which would have been recorded within related party receivable.

Secondment Agreements

Informa TechTarget has entered into various arrangements with employees, inclusive of its chief executive officer, of the Parent and its subsidiaries to perform services for Informa TechTarget under a secondment arrangement. As of and for the year ended December 31, 2024, $0.5 million of related party payables, $0.3 million of cost of revenues and $0.2 million of general and administrative expenses were recognized for these secondment arrangements.

Refer to Note 4. Fair value measurements and Note 11. Income taxes for disclosure of other related party transactions.