GARTNER, INC. (NYSE:IT) Files An 8-K Other Events

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GARTNER, INC. (NYSE:IT) Files An 8-K Other Events

ITEM 8.01. OTHER EVENTS

On March 6, 2017, in connection with the previously announced
definitive merger agreement, dated as of January 5, 2017 (the
Merger Agreement) between Gartner, Inc. (the Company), and CEB,
Inc. (CEB), CEB 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, CEB will redeem the
notes on April 5, 2017 at a redemption price calculated in
accordance with the indenture governing the notes.

The redemption of the notes by CEB is subject to and conditioned
upon the consummation of the transactions under the Merger
Agreement (the Merger), whereby the Company will acquire all of
the outstanding shares of CEB in a cash and stock transaction
valued at approximately $2.6 billion. Including the redemption,
the Company will refinance approximately $0.9 billion of CEBs
debt. Closing of the transaction is subject to the approval of
CEBs shareholders and the satisfaction of other customary closing
conditions. CEB may from time to time delay the redemption date
until the conditions have been met or rescind the redemption.

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.

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 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 filed by Gartner on February 6, 2017, as amended thereafter,
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 has filed with the SEC a Registration
Statement on Form S-4 that included 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. 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 -0.30 at 103.11 with 350,818 shares trading hands.