Item 1.01. Entry into a Material
Definitive Agreement.
On April 5, 2017,
Gartner, Inc., a Delaware corporation (“Gartner”) and certain of its subsidiaries, entered into an agreement among
Gartner, as borrower, such subsidiaries, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative
agent (the “Administrative Agent,” and such agreement, the “Amendment”), which amended Gartner’s
existing credit facility, dated as of June 17, 2016, among Gartner, the several lenders party thereto and the Administrative Agent
(as amended by the First Amendment, dated as of January 20, 2017, the Second Amendment, dated as of March 20, 2017, and the Amendment,
the “Existing Credit Agreement”) in connection with the consummation of the transactions contemplated by the Agreement
and Plan of Merger, by and among Gartner, Cobra Acquisition Corp., a Delaware corporation and wholly owned subsidiary (“Merger
Sub”) and CEB Inc., a Delaware corporation (“CEB”), as previously disclosed in CEB’s Current Report on
Form 8-K filed with the SEC on January 5, 2017 and as further described in Item 2.01 of this Current Report on Form 8-K (the “Merger”).
Upon effectiveness
of the Merger, CEB and certain of its material subsidiaries entered into an Assumption Agreement, dated as of April 5, 2017, in
favor of the Administrative Agent on behalf of the lenders under the Existing Credit Agreement (the “Assumption Agreement”)
pursuant to which CEB and such subsidiaries became additional guarantors of Gartner’s obligations under the Existing Credit
Facility. At such time and pursuant to the terms of Gartner’s $800 million principal amount 5.125% Senior Notes due 2025
(the “Notes”) as described in the Current Report on Form 8-K of Gartner filed with the Securities and Exchange Commission
on March 30, 2017, CEB and such subsidiaries also executed a Supplemental Indenture to the Indenture, dated March 30, 2017 among
Gartner, the guarantors named therein and U.S. Bank National Association, as trustee, pursuant to which they will guarantee Gartner’s
obligations under the Notes.
In addition, on
April 5, 2017 and in connection with the closing of the Merger, Gartner and certain of its subsidiaries (including CEB and certain
of its material subsidiaries) entered into an agreement among Gartner, as borrower, such subsidiaries, as guarantors, the lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “364-Day Facility”), for a senior unsecured
364-day bridge credit facility in an aggregate principal amount of $300 million, which amount was immediately drawn by Gartner
to fund a portion of the costs associated with the Merger. The foregoing description of the 364-Day Facility does not purport to be complete and
is respectively qualified in the entirety by reference to the 364-Day Facility, which is attached as Exhibit 10.2 to Gartner’s Current Report
on Form 8-K filed with the SEC on April 6, 2017, and incorporated by reference herein.
Item 1.02. Termination of a
Material Definitive Agreement
On April 5, 2017,
CEB used a portion of the proceeds of the loans funded under the Existing Credit Agreement, the Notes and the 364-Day Facility,
to repay and satisfy the obligations under that certain Credit Agreement dated as of July 2, 2012 by and among CEB, the subsidiaries
of the Company party thereto, Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Prior Credit
Agreement”). The obligations of CEB and the guarantors under the Prior Credit Agreement were terminated on April 5, 2017.