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

Item 1.01. Entry into a Material Definitive Agreement.

On January 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 (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, among Gartner, each other Loan Party party
thereto and the Administrative Agent.

The Amendment was entered into in connection with Gartners
planned 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 permits entry into
certain additional credit facilities and issuance of certain debt
securities that Gartner intends to enter into, and, if
applicable, issue, for the purpose of financing the merger
consideration, the repayment and redemption of certain
outstanding indebtedness of CEB and its subsidiaries and to pay
related fees and expenses in connection with the Merger. In
addition, the Amendment effected certain changes to the negative
covenants in the Existing Credit Agreement, including an increase
to the maximum total leverage and secured leverage permitted
thereunder through the end of the sixth full fiscal quarter
following the closing of the Merger. The Amendment also included
changes to certain other terms to permit Gartner to consummate
the Merger and facilitate the operations of the combined company,
including an increase of the letter of credit sub-limit to $75.0
million (subject to certain qualifications), revision of the
applicable margins and increases to dollar-based baskets and
thresholds. The Amendment gave Gartner the ability to incur
additional term loans as an incremental tranche to the Existing
Credit Agreement. Finally, the Amendment provided that (subject
to certain qualifications) the extension of credit under the
revolving credit facility necessary to consummate the Merger will
be subject only to the limited conditions set forth in the
commitment letter previously filed as an exhibit to the Current
Report on Form 8-K filed by Gartner on January 5, 2017. As set
out in the Amendment, certain of these changes to the Existing
Credit Facility became effective immediately and certain changes
will become effective upon the closing of the Merger.

Other than as specifically provided in the Amendment and as
stated therein, the amendment had no effect on any schedules,
exhibits or attachments to the Existing Credit Agreement, which
remain in effect without any amendment or modification thereto.

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.

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:

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, 2015, which was filed with the SEC on February 24,
2016 and those discussed in Risk Factors in the Registration
Statement on Form S-4 to be filed by Gartner with the SEC at a
future date 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 will file with the SEC a Registration
Statement on Form S-4 that includes the preliminary proxy
statement of CEB 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 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 Gartners definitive proxy
statement, which was filed with the SEC on April 11, 2016.
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 -0.20 at 100.75 with 350,437 shares trading hands.