Gartner, Inc. (NYSE:IT) (“Gartner,” “we” or “our”) announced the pricing of its offering of $800 million 3.750% Senior Notes due 2030 (the “New Notes”). Subject to customary closing conditions, Gartner anticipates that the offering of the New Notes will be completed on September 28, 2020 and expects to receive net proceeds of approximately $792 million. Gartner intends to use the net proceeds from the offering of the New Notes, together with cash on hand, to (i) redeem all $800 million of its 5.125% senior notes due 2025 (the “2025 Notes”), and (ii) pay related fees and expenses. There can be no assurance that the proposed offering of the New Notes will be completed.
The New Notes will be sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Gartner also announced that it has given notice of its intention to redeem all of the outstanding $800 million principal amount of its 2025 Notes (CUSIP Numbers 366651AB3 and U33791AA9) on September 28, 2020 (the “Redemption Date”). The 2025 Notes will be redeemed at a redemption price (the “Redemption Price”) currently estimated to be 103.844% of the principal amount of the 2025 Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date.
Gartner has instructed U.S. Bank, National Association, as the trustee for the 2025 Notes (the “Trustee”), to distribute a notice of redemption to all registered holders of the 2025 Notes on September 14, 2020. Copies of such Notice of Redemption and additional information relating to the procedure for redemption of the 2025 Notes may be obtained from U.S. Bank, National Association by calling (651) 466-7150.
The Redemption is conditioned upon the consummation of the offering of the New Notes, contemporaneously with or prior to the Redemption Date (the “Condition”); provided that if the offering of the New Notes is not completed contemporaneously with or prior to the Redemption Date, the Company may from time to time delay the Redemption Date until the Condition has been met or rescind the redemption if the Condition has not been met by the Redemption Date or by the Redemption Date as so delayed, and in those circumstances the Company will issue one or more supplemental notices to Holders (as defined in the indenture for the 2025 Notes) of the 2025 Notes delaying the Redemption Date to a date not more than 60 days from the date of such supplemental notice or rescinding this notice of redemption.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of the New Notes or the 2025 Notes, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Statements contained in this press release regarding the proposed offering, the potential use of proceeds, the redemption and all other statements in this release other than recitation of historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different, and are currently, or in the future could be, amplified by the COVID-19 pandemic. Such factors include, but are not limited to, the following: market conditions affecting the proposed offering, changes in plans or timing relating to the proposed offering, uncertainty of the magnitude, duration, geographic reach and impact on the global economy of the COVID-19 pandemic; the current, and uncertain future, impact of the COVID-19 pandemic and governments’ responses to it on our business, growth, reputation, projections, prospects, financial condition, operations, cash flows, and liquidity; the adequacy or effectiveness or steps we take to respond to the crisis, including cost reduction or other mitigation programs; our ability to recover potential claims under our event cancellations insurance; our ability to hold destination conferences, which have been cancelled for the remainder of 2020; the amount of new business generated, including from acquisitions; the mix of domestic and international business; cybersecurity incidents; general economic conditions; changes in macroeconomic and market conditions and market volatility (including developments and volatility arising from the COVID-19 pandemic), including interest rates and the effect on the credit markets and access to capital; risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark; changes to laws and regulations; and other factors described under “Risk Factors” in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which can be found on the SEC’s website at www.sec.gov. Forward-looking statements included herein speak only as of the date hereof and Gartner disclaims any obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.
Source: Gartner, Inc.