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 5, 2017, Gartner, Inc., a Delaware corporation
(Gartner), entered into an Agreement and Plan of
Merger (the Merger Agreement) by and among
Gartner, Cobra Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Gartner (the Sub),
and CEB Inc., a Delaware corporation (CEB). to
the Merger Agreement, the Sub will be merged with and into CEB,
with CEB surviving as a wholly-owned subsidiary of Gartner (the
Merger). to the Merger, each share of common
stock of CEB, par value $0.01 per share, will be converted into
the right to receive (i) $54.00 in cash and (ii) 0.2284 shares of
Gartner common stock, par value $0.0005 per share. It is expected
that the Merger will be completed during the first half of 2017.
Gartner intends to fund the Merger (including transaction costs
and expenses) using a combination of cash on hand and the
proceeds from a fully committed debt financing as described
below.

The Merger Agreement contains customary representations,
warranties and covenants by Gartner, the Sub and CEB, including
covenants for each of the parties to use reasonable best efforts
to cause the Merger to be completed and covenants regarding the
operation of the business of Gartner and CEB between the date of
the Merger Agreement and the closing of the Merger.

Completion of the Merger is subject to the satisfaction or waiver
of customary conditions, including (i) approval of the Merger
Agreement by the stockholders of CEB, (ii) the expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as
amended), (iii) the absence of a material adverse effect with
respect to CEB and Gartner and (iv) the absence of certain legal
impediments.

The Merger Agreement contains a go shop provision that, in
general, allows CEB to (i) initiate, solicit, encourage, induce
or facilitate discussions or negotiations with respect to
acquisition proposals and (ii) enter into, participate in,
maintain or continue discussions or negotiations with respect to
acquisition proposals for a 35 day period ending on February 9,
2017.

The foregoing description of the Merger Agreement does not
purport to be complete andis qualified in its entirety by
reference to the Merger Agreement, which Gartner intends to file
promptly as an exhibit to a subsequent Current Report on Form
8-K. The Merger Agreement contains representations and warranties
that the parties thereto made to each other solely for purposes
of the Merger Agreement as of specified dates, are solely for the
benefit of the parties to the Merger Agreement and may be subject
to important qualifications and limitations agreed to by the
parties thereto in connection with negotiating the terms
thereof.Moreover, some of those representations and warranties
may be subject to certain disclosures between the parties and may
be subject to a contractual standard of materiality different
from those generally applicable to stockholders of Gartner or
CEB.The representations and warranties were made for the purpose
of allocating risk among the parties to the Merger Agreement and
should not be relied upon as a disclosure of factual information.

In connection with the Merger, Gartner entered into a financing
commitment letter (the Commitment Letter) with
JPMorgan Chase Bank, N.A., and Goldman Sachs Bank USA for a
seven-year senior secured term loan B facility of up to $1.375
billion (the Term Loan B Facility), a 364-day
senior unsecured bridge facility of up to $300 million (the
364-day Bridge Facility) and a senior unsecured
high yield bridge facility of up to $600 million (the HY
Bridge Facility and together with the Term Loan B
Facility and the 364-day Bridge Facility, the
Facilities) for the purposes of financing a
portion of the cash consideration payable under the terms of the
Merger Agreement and to repay or redeem certain of CEBs and its
subsidiaries indebtedness. It is expected that on or prior to the
closing of the Merger, senior unsecured notes will be issued and
sold to an offering to Rule 144A or a private placement in lieu
of a portion of, or all of the drawings under, the HY Bridge
Facility.

The Term Loan B Facility and 364-day Bridge Facility will be
subject to representations, warranties and covenants that,
subject to certain agreed modifications, will be substantially
similar to those in Gartners existing revolving credit agreement,
which was previously filed as Exhibit 10.1 to Gartners Current
Report on Form 8-K filed with the United States Securities and
Exchange Commission (the SEC) on June 17, 2016
(the Existing Credit Agreement).

The Commitment Letter also contemplates certain amendments to
Gartners Existing Credit Agreement in connection with the Merger
to permit the Merger, the incurrence of indebtedness contemplated
by the

Commitment Letter, and to the extent the proposed amendments to
the Existing Credit Agreement are not obtained, a senior secured
backstop revolving credit facility and a senior secured backstop
term loan B facility (the Backstop Facility) to
be provided for purposes of refinancing the Existing Credit
Agreement.

The funding of the Facilities and, in the event the proposed
amendments to the Existing Credit Agreement are not obtained, the
effectiveness of the Backstop Facility is subject to Gartners
compliance with customary terms and conditions precedent as set
forth in the Commitment Letter, including, among others, (i) the
execution and delivery by Gartner of definitive documentation
consistent with the Commitment Letter and (ii) that the Merger
shall have been, or substantially simultaneously with the funding
under the Facilities and, in the event the proposed amendments to
the Existing Credit Agreement are not obtained, the effectiveness
of the Backstop Facility shall be, consummated in accordance with
the terms of the Merger Agreement without giving effect to any
amendments or waivers materially adverse to the parties to the
Commitment Letter.

The aggregate proceeds of the debt financing, together with the
available cash of Gartner, will be sufficient for Gartner to pay
the aggregate cash consideration, refinance certain indebtedness
of CEB and its subsidiaries, and pay all related fees and
expenses payable in connection with the Merger.

The foregoing description of the Commitment Letter does not
purport to be complete and is subject to, and qualified in its
entirety by reference to the Commitment Letter, which Gartner
intends to file promptly as an exhibit to a subsequent Current
Report on Form 8-K.

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 Commitment Letter is
incorporated herein by reference.

Item7.01. RegulationFD Disclosure.

On January 5, 2017, Gartner issued a press release announcing
that it had entered into the Merger Agreement, a copy of which is
furnished herewith as Exhibit99.1.

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 is being made in respect of 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 -8.78 at 93.00 with 495,957 shares trading hands.