CEB Inc. (NYSE:CEB) Files An 8-K Other EventsItem 8.01 Other Events
On March 6, 2017, CEB Inc. (the “Company”) delivered a conditional notice of redemption with respect to its $250 million in aggregate principal amount of 5.625% Senior Notes due 2023. Subject to the satisfaction or waiver of the conditions set forth therein, the Company will redeem the Notes on April 5, 2017 at a redemption price calculated in accordance with the indenture governing the Notes which is the principal amount of the notes together with the make-whole premium plus the accrued and unpaid interest up to, but excluding, the redemption date.
The redemption of the Notes is subject to and conditioned upon the consummation of the transactions under the previously announced definitive merger agreement, dated as of January 5, 2017 (the “Agreement”), whereby Gartner, Inc. (“Gartner”) will acquire all of the outstanding shares of the Company in a cash and stock transaction valued at approximately $2.6 billion. Gartner will also assume (and refinance) approximately $0.9 billion of the Company’s debt. Closing of the transaction is subject to the approval of the Company’s shareholders and the satisfaction of other customary closing conditions.
This Current Report on Form 8-K is for informational purposes only and does not constitute a notice of redemption or an offer to tender for, or purchase, any Notes or any other security. There can be no assurances that the conditions precedent to the redemption will be satisfied or waived or that the redemption will occur on the terms described or at all.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This communication is being made in respect of a proposed business combination involving Gartner and the Company. In connection with the proposed transaction, Gartner has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4, including an amendment thereto, that includes the preliminary proxy statement of the Company and that will also constitute a prospectus of Gartner. The information in the preliminary proxy statement/prospectus is not complete and may be changed. Gartner may not issue the common stock referenced in the proxy statement/prospectus until the Registration Statement on Form S-4 filed with the SEC becomes effective. 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 the Company.
THE COMPANY URGES 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 SEC’s website, www.sec.gov.
Copies of documents filed with the SEC by the Company (when they become available) may be obtained free of charge on the Company’s website at www.cebglobal.com or by directing a written request to the Company care of Investor Relations, 1919 North Lynn Street, Arlington, VA 22209.
Participants in the Merger Solicitation
The Company and its 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 SEC, be considered participants in the solicitation of the Company’s stockholders in connection with the proposed transaction is set forth in the proxy statement/prospectus described above filed with the SEC. Additional information regarding the Company’s executive officers and directors is included in the Company’s 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.
CEB Inc. (NYSE:CEB) Recent Trading Information
CEB Inc. (NYSE:CEB) closed its last trading session down -0.10 at 77.50 with 494,530 shares trading hands.