UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 6, 2006
GARTNER, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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1-14443
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04-3099750 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06902-7747
(Address of Principal Executive Offices, including Zip Code)
(203) 316-1111
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 6, 2006, Gartner, Inc. (“Gartner”) entered into an agreement (the ‘‘Silver Lake Stock
Purchase Agreement’’) with Silver Lake Partners, L.P., a Delaware limited partnership, Silver Lake
Investors, L.P., a Delaware limited partnership, and Silver Lake Technology Investors, L.L.C., a
Delaware limited liability company (collectively, “Silver Lake”) pursuant to which Gartner agreed
to purchase an aggregate of 10,389,610 shares of common stock from Silver Lake at a price of $19.25
per share, for total aggregate consideration of approximately $200 million (the “Silver Lake
Repurchase”). The Silver Lake Repurchase is conditioned on Gartner (i) securing at least
$150 million in additional financing on terms and conditions reasonably acceptable to Gartner, and
(ii) amending its Amended and Restated Credit Agreement, dated as of June 29, 2005, as amended.
The Silver Lake Stock Purchase Agreement is attached hereto as Exhibit 10.1. The above description
is qualified in its entirety by reference to such exhibit.
ITEM
8.01. OTHER EVENTS.
On December 7, 2006, Gartner issued a press release announcing the Silver Lake Repurchase. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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10.1
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Stock Purchase Agreement, dated December 6, 2006, by and between Gartner
and Silver Lake |
99.1
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Press Release dated December 7, 2006 |