Gartner, Inc. (NYSE:IT) Files An 8-K Other Events
Item 8.01. Other Events.
Gartner, Inc., a Delaware corporation (Gartner) has entered into
an agreement to acquire L2, Inc., a privately-held Delaware
corporation (L2) that benchmarks the digital performance of
brands. The transaction is expected to close by the end of March
2017 subject to the satisfaction or waiver of customary closing
conditions.
L2 helps chief marketing officers and senior business leaders
optimize their digital marketing budgets and provides highly
valuable insight and advice on key industry trends via an annual
subscription service. L2 employs approximately 150 associates
located in New York City and London. The acquisition is highly
complementary to Gartners existing digital marketing research and
advisory services and is expected to further accelerate Gartners
long-term growth in its marketing-focused business.
Gartner intends to fund the acquisition using cash on hand and
borrowing capacity under its existing revolver capacity. The
funding for the acquisition had been anticipated and incorporated
into the lending requirements for Gartners recently announced
acquisition of CEB Inc. (CEB), and will therefore not add to
Gartners pro forma leverage levels. L2 will initially operate
independently while Gartner focuses on consummating the
acquisition, and subsequently the integration, of CEB.
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:
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the risk that synergies will not be realized or realized to the extent anticipated; |
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the risk that L2s business will not be integrated successfully; |
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the risk that, following this transaction, Gartner will not realize its financing or operating strategies; and |
| litigation in respect of the acquisition of L2. |
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 preliminary
Registration Statement on Form S-4 (File No. 333-215896) filed by
Gartner with the SEC on February 6, 2017. 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 has 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. 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 00.00 at 103.41 with 364,239 shares trading hands.