Gartner, Inc. (NYSE:IT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Indenture and Notes Issuance
On March 30, 2017, Gartner, Inc. (the Company) closed its
previously announced offering of $800,000,000 aggregate principal
amount of 5.125% Senior Notes due 2025 (the Notes). The Notes
were issued to an indenture, dated as of March 30, 2017 (the
Indenture), among the Company, the guarantors party thereto and
U.S. Bank National Association, as trustee (the Trustee). The
Notes were offered and sold in the United States only to
qualified institutional buyers (as defined in the Securities Act
of 1933, as amended (the Securities Act)) to Rule 144A under the
Securities Act and outside the United States only to non-U.S.
persons in accordance with Regulation S under the Securities Act.
The Notes were issued at an issue price of 100.00% and bear
interest at a rate of 5.125% per annum. Interest on the Notes is
payable on April 1 and October 1 of each year, beginning on
October 1, 2017. The Notes will mature on April 1, 2025.
The Company may redeem some or all of the Notes at any time on or
after April 1, 2020 for cash at the redemption prices set forth
in the Indenture, plus accrued and unpaid interest to, but not
including, the redemption date. Prior to April 1, 2020, the
Company may redeem up to 40% of the aggregate principal amount of
the Notes with the proceeds of certain equity offerings at a
redemption price of 105.125% plus accrued and unpaid interest to,
but not including, the redemption date. In addition, the Company
may redeem some or all of the Notes prior to April 1, 2020, at a
redemption price of 100% of the principal amount of the Notes
plus accrued and unpaid interest to, but not including, the
redemption date, plus a make-whole premium. If the Company
experiences specific kinds of change of control, it will be
required to offer to purchase the Notes at a price equal to 101%
of the principal amount thereof plus accrued and unpaid interest.
In the event that (i) the merger (the Merger) of Cobra
Acquisition Corp., a Delaware corporation, with and into CEB Inc.
(CEB) to the Agreement and Plan of Merger, dated as of January 5,
2017 (the Merger Agreement), by and among the Company, CEB and
Cobra Acquisition Corp., is not consummated on or prior to
October 5, 2017 or (ii) at any time prior to October 5, 2017, the
Merger Agreement is terminated without the Merger being
consummated, the Company will redeem all of the Notes at a price
equal to 100% of the principal amount thereof plus accrued and
unpaid interest to, but not including, the redemption date.
The Notes are the Companys general unsecured senior obligations,
and are effectively subordinated to all of the Companys existing
and future secured indebtedness to the extent of the value of the
collateral securing such indebtedness, structurally subordinated
to all existing and future indebtedness and other liabilities of
the Companys non-guarantor subsidiaries, equal in right of
payment to all of the Companys and Companys guarantor
subsidiaries existing and future senior indebtedness and senior
in right of payment to all of the Companys future subordinated
indebtedness, if any. The Notes are jointly and severally
guaranteed on a senior unsecured basis by certain of the Companys
domestic subsidiaries that have outstanding indebtedness or
guarantee other specified indebtedness and, following the
consummation of the Merger, CEB and certain of its subsidiaries.
The Indenture contains covenants that limit, among other things,
the Companys ability and the ability of some of the Companys
subsidiaries to:
| create liens; |
| incur indebtedness; and |
| merge or consolidate with other entities. |
These covenants will be subject to a number of exceptions and
qualifications. The limitation on indebtedness covenant will be
suspended while the Notes have investment grade ratings from both
Standard Poors Ratings Services and Moodys Investors Service,
Inc.
The Indenture also provides for events of default, which, if any
of them occurs, would permit or require the principal, premium,
if any, and interest on all the then outstanding Notes issued
under the Indenture to be due and payable.
The foregoing description of the Indenture and the Notes does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Indenture and the form of Notes
(included in the Indenture), which is filed as Exhibit 4.1
herewith and incorporated by reference herein.
The Notes have not been registered under the Securities Act. The
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth above under Item 1.01 above is
incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 4.1 |
Indenture (including form of Notes), dated as of March 30, 2017, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the $800,000,000 aggregate principal amount of 5.125% Senior Notes due 2025. |
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
Securities and Exchange Commission (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 BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders will be able to obtain these
materials 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 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 may
be obtained free of charge on CEBs website at www.cebglobal.com
or by directing a written request to CEB, 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 SEC, 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 SEC.
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 up +0.15 at 108.75 with 529,452 shares trading hands.