CEB Inc. (NYSE:CEB) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On April 5, 2017, Gartner, Inc., a Delaware corporation (Gartner)
and certain of its subsidiaries, entered into an agreement among
Gartner, as borrower, such subsidiaries, as guarantors, 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, among Gartner, the several
lenders party thereto and the Administrative Agent (as amended by
the First Amendment, dated as of January 20, 2017, the Second
Amendment, dated as of March 20, 2017, and the Amendment, the
Existing Credit Agreement) in connection with the consummation of
the transactions contemplated by the Agreement and Plan of
Merger, by and among Gartner, Cobra Acquisition Corp., a Delaware
corporation and wholly owned subsidiary (Merger Sub) and CEB
Inc., a Delaware corporation (CEB), as previously disclosed in
CEBs Current Report on Form 8-K filed with the SEC on January 5,
2017 and as further described in Item 2.01 of this Current Report
on Form 8-K (the Merger).

Upon effectiveness of the Merger, CEB and certain of its material
subsidiaries entered into an Assumption Agreement, dated as of
April 5, 2017, in favor of the Administrative Agent on behalf of
the lenders under the Existing Credit Agreement (the Assumption
Agreement) to which CEB and such subsidiaries became additional
guarantors of Gartners obligations under the Existing Credit
Facility. At such time and to the terms of Gartners $800 million
principal amount 5.125% Senior Notes due 2025 (the Notes) as
described in the Current Report on Form 8-K of Gartner filed with
the Securities and Exchange Commission on March 30, 2017, CEB and
such subsidiaries also executed a Supplemental Indenture to the
Indenture, dated March 30, 2017 among Gartner, the guarantors
named therein and U.S. Bank National Association, as trustee, to
which they will guarantee Gartners obligations under the Notes.

In addition, on April 5, 2017 and in connection with the closing
of the Merger, Gartner and certain of its subsidiaries (including
CEB and certain of its material subsidiaries) entered into an
agreement among Gartner, as borrower, such subsidiaries, as
guarantors, the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent (the 364-Day Facility), for a
senior unsecured 364-day bridge credit facility in an aggregate
principal amount of $300 million, which amount was immediately
drawn by Gartner to fund a portion of the costs associated with
the Merger. The foregoing description of the 364-Day Facility
does not purport to be complete and is respectively qualified in
the entirety by reference to the 364-Day Facility, which is
attached as Exhibit 10.2 to Gartners Current Report on Form 8-K
filed with the SEC on April 6, 2017, and incorporated by
reference herein.

Item1.02. Termination of a Material Definitive
Agreement

On April 5, 2017, CEB used a portion of the proceeds of the loans
funded under the Existing Credit Agreement, the Notes and the
364-Day Facility, to repay and satisfy the obligations under that
certain Credit Agreement dated as of July 2, 2012 by and among
CEB, the subsidiaries of the Company party thereto, Bank of
America, N.A., as administrative agent, and the lenders party
thereto (the Prior Credit Agreement). The obligations of CEB and
the guarantors under the Prior Credit Agreement were terminated
on April 5, 2017.

Item 2.01. Completion of Acquisition or Disposition of
Assets.

As previously disclosed in the Current Report on Form 8-K filed
with the Securities and Exchange Commission (SEC) on January 5,
2017, CEB, Gartner and Cobra Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Gartner (Merger Sub),
entered into an Agreement and Plan of Merger on January 5, 2017
(the Merger Agreement). This Current Report on Form 8-K is being
filed in connection with the consummation of the transactions
contemplated by the Merger Agreement.

On April 5, 2017, CEB consummated the Merger, whereby Merger Sub
merged with and into CEB, with CEB as the surviving corporation
and a wholly owned subsidiary of Gartner. At the Effective Time
(as defined in the Merger Agreement) each share of CEBs common
stock, par value $0.01 per share (CEB common stock) issued and
outstanding immediately prior to the consummation of the Merger,
except for (i)shares of CEB common stock as to which the holders
thereof have not voted in favor of the Merger or consented to the
Merger in writing and have demanded appraisal for such shares in
accordance with Section262 of the Delaware General Corporation
Law and have not effectively withdrawn or lost their rights to
appraisal and (ii)shares of CEB common stock owned by CEB as
treasury stock or owned by Gartner or Merger Sub, will be
converted into the right to receive, less any applicable
withholding taxes, (a)$54.00 in cash and (b)0.2284 of a share of
Gartners common stock, par value $0.0005 per share (clauses (a)
and (b) together, the Merger Consideration.) CEB stockholders
will not receive any fractional

shares of Gartner common stock and will instead receive cash in
lieu of any such fractional shares of Gartner common stock, to
the terms of the Merger Agreement.

Including Gartners assumption of approximately $0.7 billion in
CEB net debt, the transaction has a total enterprise value of
approximately $3.3 billion.

The foregoing description of the terms set forth in the Merger
Agreement is qualified in its entirety by reference to the Merger
Agreement, a copy of which was attached as Exhibit 2.1 to the
Current Report on Form 8-K filed with the SEC on January 5, 2017.

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 Existing Credit
Agreement, the Notes and the 364-Day Bridge Agreement is
incorporated herein by reference.

Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

On March 24, 2017, in connection with the anticipated closing of
the Merger, CEB notified the New York Stock Exchange (the NYSE)
that each share of CEB common stock would be cancelled and
converted into the right to receive the Merger Consideration, and
requested that trading of CEB common stock on the NYSE be
suspended effective as of the open of trading on April 5, 2017.In
addition, CEB requested that the NYSE file with the SEC a Form 25
(Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934) to delist
CEB common stock and rights from the NYSE and to terminate the
registration of CEB common stock under the Securities Exchange
Act of 1934, as amended (the Exchange Act).In addition, CEB
intends to file with the SEC a Form 15 notification of suspension
of the reporting obligations of CEB under Sections 13(a) and
15(d) of the Exchange Act.

The information set forth in Item 2.01 of this Current Report on
Form8-K is incorporated by reference in this Item 3.01.

Item3.03. Material Modification to Rights of Security
Holders.

As a result of the Merger and at the Effective Time, holders of
CEBs common stock immediately prior to such time ceased having
any rights as shareholders of CEB (other than their right to
receive the Merger Consideration to the Merger Agreement).

The information set forth in Items 2.01, 3.01, and 5.03 is
incorporated herein by reference.

Item5.01. Change in Control of Registrant.

As a result of the Merger and at the Effective Time, a change in
control of CEB occurred and CEB became a wholly-owned subsidiary
of Gartner.

The information set forth in Items 2.01, 3.01 and 5.03 is
incorporated herein by reference.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

to the terms of the Merger Agreement, at the Effective Time, CEBs
articles of incorporation was amended and restated in its
entirety.

A copy of the Amended and Restated Articles of Incorporation is
filed as Exhibits 3.1 to this Current Report and is incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

CEB Inc. (NYSE:CEB) Recent Trading Information

CEB Inc. (NYSE:CEB) closed its last trading session at 0.0000 with 10,454,325 shares trading hands.