Gartner, Inc. (NYSE:IT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On March 20, 2017, Gartner, Inc., a Delaware corporation
(Gartner) and certain of its subsidiaries
(together with Gartner, the Loan Parties),
entered into an agreement among Gartner, the other Loan Parties
party thereto, the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent (the Administrative
Agent, and such agreement, the
Amendment), which amended Gartners existing
credit facility, dated as of June 17, 2016 (as amended by the
First Amendment, dated as of January 20, 2017, the
Existing Credit Agreement), among Gartner, the
several lenders party thereto and the Administrative Agent.
Additionally, the Amendment amended the Guarantee and Collateral
Agreement, dated as of June 17, 2016 (the Guarantee and
Collateral Agreement), among Gartner, each other Loan
Party party thereto and the Administrative Agent.
The Amendment was entered into in connection with Gartners
acquisition of CEB Inc. previously disclosed in Gartners Current
Report on Form 8-K filed with the SEC on January 5, 2017 (the
Merger). The Amendment was executed primarily to
extend the maturity date of the revolving facility and term loan
A facility and revise the interest rate and amortization schedule
on the term loan A facility. Loans under the term loan A facility
will bear interest at a rate equal to, at Gartners option, either
(i) the greatest of: (x) the Administrative Agents prime rate;
(y) the average rate on Federal Reserve Board of New York rate
plus 1/2 of 1%; and (z) the eurodollar rate (adjusted for
statutory reserves) plus 1%, in each case plus a margin equal to
between 0.125% and 1.50% depending on Gartners consolidated
leverage ratio as of the end of the four consecutive fiscal
quarters most recently ended, or (ii) the eurodollar rate
(adjusted for statutory reserves) plus a margin equal to between
1.125% and 2.50%, depending on Gartners leverage ratio as of the
end of the four consecutive fiscal quarters most recently ended.
In addition, the Amendment effected certain changes to (i) the
covenants in the Existing Credit Agreement (including increases
to certain dollar baskets and thresholds) and (ii) the Guarantee
and Collateral Agreement.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
Amendment, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information in Item 1.01 regarding the Amendment is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 |
Second Amendment, dated as of March 20, 2017, among Gartner, Inc., each other Loan Party party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. |
Cautionary Note Regarding Forward-Looking
Statements
This Current Report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements generally relate to future events or
Gartners future financial or operating performance. In some
cases, you can identify forward-looking statements because they
contain words such as may, will, should, expects, plans,
anticipates, could, intends, target, projects, contemplates,
believes, estimates, predicts, potential or
continue or the negative of these words or other similar terms or
expressions that concern Gartners expectations, strategy, plans
or intentions. Gartners expectations and beliefs regarding these
matters may not materialize, and actual results in future periods
are subject to risks and uncertainties that could cause actual
results to differ materially from those projected, including but
not limited to:
|
failure of CEB stockholders to adopt the Merger Agreement or that the companies will otherwise be unable to consummate the Merger on the terms set forth in the Merger Agreement; |
|
the risk that the businesses will not be integrated successfully; |
|
the risk that synergies will not be realized or realized to the extent anticipated; |
|
uncertainty as to the market value of the Gartner merger consideration to be paid in the Merger; |
|
the risk that required governmental approvals of the Merger will not be obtained; |
|
the risk that, following this transaction, Gartner will not realize its financing or operating strategies; |
| litigation in respect of either company or the Merger; and |
|
disruption from the Merger making it more difficult to maintain certain strategic relationships. |
The forward-looking statements contained in this Current Report
are also subject to other risks and uncertainties, including
those more fully described in Gartners filings with the SEC,
including Gartners Annual Report on Form 10-K for the year ended
December 31, 2016, which was filed with the SEC on February 22,
2017 and those discussed in Risk Factors in the Registration
Statement on Form S-4, which was filed with the SEC on February
6, 2017, and amended on March 6, 2017 and in the documents which
are incorporated by reference therein. The forward-looking
statements in this Current Report are based on information
available to Gartner as of the date hereof, and Gartner disclaims
any obligation to update any forward-looking statements, except
as required by law.
Additional Information and Where to Find It
This communication references a proposed business combination
involving Gartner and CEB. In connection with the proposed
transaction, Gartner filed with the SEC a Registration Statement
on Form S-4 that includes the preliminary proxy statement of CEB
and that also constitutes a prospectus of Gartner. The
information in the preliminary proxy statement/prospectus is not
complete and may be changed. The preliminary proxy
statement/prospectus, this Current Report on Form 8-K and any
related communication are not offers to sell Gartner securities,
are not soliciting an offer to buy Gartner securities in any
state where the offer and sale is not permitted and are not a
solicitation of any vote or approval. The definitive proxy
statement/prospectus will be mailed to stockholders of CEB.
GARTNER AND CEB URGE INVESTORS AND SECURITY HOLDERS TO READ
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these
materials (when they are available) and other documents filed
with the SEC free of charge at the SECs website, www.sec.gov.
Copies of documents filed with the SEC by Gartner (when they
become available) may be obtained free of charge on Gartners
website at www.gartner.com or by directing a written request to
Gartner, Inc., Investor Relations, 56 Top Gallant Road Stamford,
CT 06902-7747. Copies of documents filed with the SEC by CEB
(when they become available) may be obtained free of charge on
CEBs website at www.cebglobal.com or by directing a written
request to CEB, Inc. care of Investor Relations, 1919 North Lynn
Street, Arlington, VA 22209.
Participants in the Merger Solicitation
Each of Gartner, CEB and their respective directors, executive
officers and certain other members of management and employees
may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information regarding
these persons who may, under the rules of the Securities and
Exchange Commission, be considered participants in the
solicitation of CEB stockholders in connection with the proposed
transaction is set forth in the proxy statement/prospectus
described above filed with the Securities and Exchange
Commission. Additional information regarding Gartners executive
officers and directors is included in in Gartners Form 10-K/A,
which was filed with the SEC on March 7, 2017. Additional
information regarding CEBs executive officers and directors is
included in CEBs definitive proxy statement, which was filed with
the SEC on April 29, 2016. You can obtain free copies of these
documents using the information in the paragraph immediately
above.
About Gartner, Inc. (NYSE:IT)
Gartner, Inc. is an information technology research and advisory company. The Company works with clients to research, analyze and interpret the business of information technology (IT) within the context of their individual roles. The Company operates through three segments: Research, which provides objective insight on technology and supply chain initiatives for chief information officers (CIOs) and other IT professionals, supply chain professionals, digital marketing and other business professionals, as well as technology companies and the institutional investment community, through reports, briefings, tools, access to its analysts, peer networking services and membership programs that enable its clients to make decisions about their IT, supply chain and digital marketing initiatives; Consulting, which consists primarily of consulting, measurement engagements and strategic advisory services, and Events, which consists of various symposia, conferences and exhibitions. Gartner, Inc. (NYSE:IT) Recent Trading Information
Gartner, Inc. (NYSE:IT) closed its last trading session down -2.22 at 109.11 with 568,397 shares trading hands.
