-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qm3H7BE62LJXijqZty7shX3rR96dUf/zKJsAgM6aAYtAuCi8WXsPv/MegcAaj2EJ RVJNHAsEp24z2r6/8k1hAg== 0000950123-05-002724.txt : 20050307 0000950123-05-002724.hdr.sgml : 20050307 20050307172437 ACCESSION NUMBER: 0000950123-05-002724 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050303 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050307 DATE AS OF CHANGE: 20050307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARTNER INC CENTRAL INDEX KEY: 0000749251 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 043099750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14443 FILM NUMBER: 05664807 BUSINESS ADDRESS: STREET 1: 56 TOP GALLANT RD STREET 2: P O BOX 10212 CITY: STAMFORD STATE: CT ZIP: 06904-2212 BUSINESS PHONE: 2039640096 MAIL ADDRESS: STREET 1: 56 TOP GALLANT RD STREET 2: P O BOX 10212 CITY: STAMFORD STATE: CT ZIP: 06904-2212 FORMER COMPANY: FORMER CONFORMED NAME: GARTNER GROUP INC DATE OF NAME CHANGE: 19930823 8-K 1 y06555e8vk.txt FORM 8-K ================================================================================ 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) MARCH 3, 2005 ------------------------ GARTNER, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14443 04-3099750 -------- ------- ---------- (State or Other Commission File Number) (IRS Employer Jurisdiction of (Identification No.) Incorporation) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 March 3, 2005, Gartner, Inc. ("Gartner") entered into a First Amendment to the Credit Agreement, dated as of August 12, 2004, among Gartner, the several lenders from time to time parties, and JPMorgan Chase Bank, N.A. as administrative agent (the "Amendment"). The Amendment modified the definition of Consolidated EBITA to allow Gartner to add back the amounts of certain cash charges to the calculation of Consolidated EBITA. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 First Amendment, dated as of March 3, 2005, to the Credit Agreement, dated as of August 12, 2004, among Gartner, the several lenders from time to time parties, and JPMorgan Chase Bank, N.A. as administrative agent.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GARTNER, INC. By: /s/ Christopher Lafond ----------------------------- Christopher Lafond Executive Vice President, Chief Financial Officer Date: March 7, 2005 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 First Amendment, dated as of March 3, 2005, to the Credit Agreement, dated as of August 12, 2004, among Gartner, the several lenders from time to time parties, and JPMorgan Chase Bank, N.A. as administrative agent.
EX-4.1 2 y06555exv4w1.txt FIRST AMENDMENT TO THE CREDIT AGREEMENT EXHIBIT 4.1 EXECUTION COPY FIRST AMENDMENT FIRST AMENDMENT, dated as of March 3, 2005 (this "Amendment"), to the Credit Agreement, dated as of August 12, 2004 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Gartner, Inc. (the "Borrower"), the several banks and other financial institution or entities from time to time parties thereto (the "Lenders") and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) as administrative agent (in such capacity, the "Administrative Agent"). W I T N E S S E T H: WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to the Credit Agreement; WHEREAS, the Borrower has entered into that certain Agreement and Plan of Merger, dated as of December 26, 2004 (the "Transaction Agreement") pursuant to which the Borrower will acquire the outstanding capital stock of the META Group, Inc. (the "META Group Transaction"); WHEREAS, the Borrower intends to finance the META Group Transaction and the related fees and expenses from approximately $100,000,000 cash on hand and $67,000,000 from the Revolving Facility pursuant to the Credit Agreement; WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in the manner provided for herein; and WHEREAS, the Lenders are willing to agree to the requested amendments; NOW THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 2. Amendment of Section 1.1 (Definitions). (a) Section 1.1 is hereby amended by deleting the definition of "Applicable Margin" and inserting the following: "Applicable Margin": for each Type of Loan or the Commitment Fee Rate, the rate per annum set forth under the relevant column heading below:
Level Consolidated Applicable Applicable Commitment Fee Leverage Ratio Margin for Margin for Rate Eurodollar ABR Loans Loans I = 2.50 to 1.00 1.75% 0.75% 0.50% II = 2.25 to 1.00 1.50% 0.50% 0.375% III = 1.75 to 1.00 1.25% 0.25% 0.375%
2 IV = 1.25 to 1.00 1.125% 0.125% 0.30% Less than V 1.25 to 1.00 1.00% 0.00% 0.25%
Changes in the Applicable Margin resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the "Adjustment Date") that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant to this paragraph; provided that until the first anniversary of the First Amendment Effective Date, the Applicable Margin shall be no lower than Level II (it being understood that Level I is the highest Level and Level V is the lowest Level). Each determination of the Consolidated Leverage Ratio pursuant hereto shall be made in a manner consistent with the determination thereof pursuant to Section 7.1. (b) The definition of "Consolidated EBITDA" is hereby amended by adding the following clauses at the end of subsection (i) in clause (e) of such definition: "(aa) $4,300,000 for the fiscal quarter ending September 30, 2004, (bb) $9,700,000 for the fiscal quarter ending December 31, 2004, (cc) $8,000,000 for the fiscal quarter ending March 31, 2005, and (dd) $6,400,000 for the fiscal quarter ending June 30, 2005 and/or the fiscal quarter ending September 30, 2005," (c) The following definitions shall be added in the appropriate alphabetical order: "First Amendment": the Amendment to the Credit Agreement dated as of March 3, 2005. "First Amendment Effective Date": as defined in the First Amendment. "META Group Transaction": as defined in the First Amendment. "Transaction Agreement": as defined in the First Amendment. 3. Amendment to Section 7.8 (Investments). Section 7.8(i) of the Credit Agreement is hereby amended by adding the following proviso at the end of such Section: "; and provided further that, with respect to the META Group Transaction, the sources and uses of funds for such transaction are consistent with the Sources and Uses Table set forth in Appendix A attached hereto" 4. Amendment to Section 7 (Negative Covenants). Section 7 of the Credit Agreement is hereby amended by adding the following Section 7.17 at the end of such Section: "7.17 Amendments to Transaction Agreement. Amend, supplement, waive or otherwise modify the terms and conditions of the Transaction Agreement and all related documentation in any manner materially adverse to the Lenders unless the Required Lenders shall have consented to such amendment, supplement, waiver or modification." 5. Representations and Warranties. On and as of the First Amendment Effective Date, the Borrower hereby confirms, reaffirms and restates the representations set forth in Section 4 of the Credit Agreement, except to the extent that such representations and warranties expressly relate to a 3 specific earlier date in which case the Borrower hereby confirms, reaffirms and restates such representations and warranties as of such earlier date. 6. Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of the following conditions (the effective date of this Amendment, the "First Amendment Effective Date"): (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Administrative Agent and the Required Lenders as of the date hereof. (b) The Administrative Agent shall have received counterparts of the Acknowledgement and Consent attached hereto, executed and delivered by an authorized officer of each Loan Party party thereto. (c) The Administrative Agent, the Lenders, J.P. Morgan Securities Inc. and counsel to the Administrative Agent and J.P. Morgan Securities Inc. shall have received all fees required to be paid, and all expenses for which invoices have been presented, on or before the First Amendment Effective Date. (d) Each of the representations and warranties made by the Borrower in or pursuant to this Amendment shall be true and correct in all material respects on and as of the First Amendment Effective Date, as if made on and as of such date unless such representation relates solely to an earlier date, in which case such representation shall be true and correct as of such date. (e) No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or after giving effect to any Revolving Extensions of Credit requested to be made on such date. 7. Continuing Effect; No Other Amendments. Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific sections of the Credit Agreement specified herein and shall not constitute and amendment of, or an indication of the Lenders' willingness to amend, any other provisions of the Credit Agreement or the same sections for any other date or purpose. 8. Fees and Expenses. (a) The Borrower agrees to pay to the Administrative Agent, on behalf of itself and each of the Lenders party hereto, an amendment fee in an amount equal to 0.100% of each such Lender's aggregate Revolving Commitment and Term Loans outstanding. (b) The Borrower agrees to pay and reimburse each Lender for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to such Lender. 9. Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto, each of which counterparts when so executed shall be an original, but all of the counterparts shall together constitute one and the same instrument. 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written. GARTNER, INC. By: /s/ Lewis G. Schwartz -------------------------- Name: Lewis G. Schwartz Title: Secretary JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent and as a Lender By: /s/ T. David Short ------------------------- Name: T. David Short Title: Vice President FLEET NATIONAL BANK, N.A., as Co-Syndication Agent and as a Lender By: /s/ William S. Rowe ------------------------------------- Name: William S. Rowe Title: Principal [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] CITIZENS BANK OF MASSACHUSETTS, as Co-Syndication Agent and as a Lender By: /s/ William M. Clossey ------------------------------------- Name: William M. Clossey Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] COMERICA BANK, as Co-Syndication Agent and as a Lender By: /s/ Stacey V. Judd --------------------------------- Name: Stacey V. Judd Title: Assistant Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] HSBC BANK USA, N.A., as Co-Syndication Agent and as a Lender By: /s/ Patrick J. Boulin --------------------------------- Name: Patrick J. Boulin Title: Senior Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] LASALLE BANK NATIONAL ASSOCIATION, as Agent and as a Lender By: /s/ Tricia Somoles -------------------------------- Name: Tricia Somoles Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] SUNTRUST BANK, as a Lender By: /s/ Robert W. Maddox ---------------------------------- Name: Robert W. Maddox Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Todd S Meller ---------------------------------- Name: Todd S. Meller Title: Managing Director [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] SCOTIABANC INC., as a Lender By: /s/ William E. Zarrett ---------------------------------- Name: William E. Zarrett Title: Managing Director [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] CITIBANK F.S.B., as a Lender By: /s/ Zachary Mayo --------------------------------- Name: Zachary Mayo Title: Senior Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Jeff Kalinowski --------------------------------- Name: Jeff Kalinowski Title: Senior Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Leo E. Pagarigan --------------------------------- Name: Leo E. Pagarigan Title: Senior Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] UFJ BANK LIMITED, as a Lender By: /s/ Stephen C. Small --------------------------------- Name: Stephen C. Small Title: Senior Vice President & Area Manager [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] WACHOVIA BANK, N.A., as a Lender By: /s/ Diane Bredehoft --------------------------------- Name: Diane Bredehoft Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] CREDIT SUISSE FIRST BOSTON acting through its Cayman Islands Branch, as a Lender By: /s/ Alain Dauost --------------------------------- Name: Alain Daoust Title: Director By: /s/ Peter Chauvin -------------------------------- Name: Peter Chauvin Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] DEUTSCHE BANK AG, New York Branch, as a Lender By: /s/ Susan L. LeFevre -------------------------------- Name: Susan L. LeFevre Title: Director By: /s/ Paul O'Leary -------------------------------- Name: Paul O'Leary Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] GUARANTY BANK, as a Lender By: /s/ Michael Ansolabehere -------------------------------- Name: Michael Ansolabehere Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] MIZUHO CORPORATE BANK LIMITED, as a Lender By: /s/ Bertram H. Tang -------------------------------- Name: Bertram H. Tang Title: Senior Vice President & Team Leader [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] PEOPLE'S BANK, as a Lender By: /s/ Francis J. McGinn -------------------------------- Name: Francis J. McGinn Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] WEBSTER BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Hans Jung ------------------------------- Name: Hans Jung Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO GARTNER, INC. CREDIT AGREEMENT] Appendix A APPROXIMATE SOURCES AND USES TABLE(1) Sources: Cash on Hand $100,000,000 Revolving Loans $ 67,000,000 ------------ Total Sources $167,000,000 ------------ Uses: Purchase price $162,000,000 Payment of Fees and Expenses $ 5,000,000 ------------ Total Uses $167,000,000 ------------
- -------------------------- (1) Subject to the terms of the Transaction Agreement and any change to sources or uses will be funded by cash on hand. ACKNOWLEDGMENT AND CONSENT Each of the undersigned corporations as a guarantor under that certain Subsidiary Guarantee, dated as of August 12, 2004 (the "Guarantee"), made by each of such corporations in favor of the Lenders confirms and agrees that, after giving effect to the Amendment to which this Acknowledgment and Consent is attached, the Guarantee is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and the Guarantee does, and shall continue to, secure the payment of all of the Obligations (as defined in the Guarantee) pursuant to the terms of the Guarantee. Capitalized terms not otherwise defined herein shall have the meanings assigned to them referred to in the Amendment to which this Acknowledgment and Consent is attached. DATAQUEST, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary THE WARNER GROUP By:___________________________ Name: Lewis Schwartz Title: Secretary COMPUTER FINANCIAL CONSULTANTS, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary DECISION DRIVERS, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary G.G. CANADA, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary G.G. CREDIT, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary G.G. GLOBAL HOLDINGS, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary G.G. WEST CORPORATION By:___________________________ Name: Lewis Schwartz Title: Secretary GARTNER (CAMBRIDGE) HOLDINGS, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary GARTNER ENTERPRISES LTD. By:___________________________ Name: Lewis Schwartz Title: Secretary GARTNER FUND I, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary GARTNER FUND II, INC. By:__________________________ Name: Lewis Schwartz Title: Secretary GARTNER INVESTMENTS I, LLC By:___________________________ Name: Lewis Schwartz Title: Secretary GARTNER INVESTMENTS II, LLC By:___________________________ Name: Lewis Schwartz Title: Secretary GARTNER (KOREA), INC. By:___________________________ Name: Lewis Schwartz Title: Secretary GRIGGS-ANDERSON, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary PEOPLE3, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary THE RESEARCH BOARD, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary VISION EVENTS INTERNATIONAL, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary COMPUTER & COMMUNICATIONS INFORMATION GROUP, INC. By:___________________________ Name: Lewis Schwartz Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----