Financing to Gartner in Connection With its Acquisition of CEB


Simpson Thacher is representing J.P. Morgan Chase Bank, N.A. (“JPMorgan”) and Goldman Sachs Bank USA (“Goldman”) as Joint Lead Arrangers and Bookrunners in providing committed financing to Gartner, Inc. (“Gartner”) in connection with Gartner’s recently announced acquisition of CEB Inc. (“CEB”) in a cash and stock transaction valued at approximately $2.6 billion.

The committed financing arrangements consist of (i) a $1.375 billion Term Loan B Facility, a $300 million 364-Day Cash Bridge Facility and a $600 million High-Yield Bridge Facility, each with JPMorgan and Goldman as Joint Lead Arrangers and Bookrunners and (ii) a $1.2 billion Backstop Term Loan B Credit Facility and a $500 million Backstop Revolving Credit Facility, each with JPMorgan as Sole Lead Arranger and Bookrunner. The acquisition is expected to close in the first half of 2017.

The Firm is also representing JPMorgan as Sole Lead Arranger and Bookrunner of amendments to Gartner’s existing Term Loan A and Revolving Credit Agreement intended to modify such Credit Agreement to permit the acquisition of CEB and the incurrence of the related financing.

Gartner is headquartered in Stamford, Connecticut and is the world’s leading information technology research and advisory company working with clients to research, analyze and interpret the business of Information Technology within the context of their individual roles.

CEB is headquartered in Arlington, Virginia and is the industry leader in providing best practice and talent management insights and developing innovative solutions to drive corporate performance in partnership with leading organizations around the globe.

The Simpson Thacher team for the transaction included Patrick Ryan (Picture), Eli Isak, Chance Goldberg and Bassam Chain (Credit); Art Robinson, David Azarkh, Lisa Zhang and Ben Heriaud (Capital Markets); Larry Moss and Eric Wolf (Executive Compensation and Employee Benefits); Mike Isby (Environmental); Taylor Weinstein (Tax); Monica Chan and Linda Nyberg (Intellectual Property); and Dennis Loiacono (Real Estate).

Involved fees earner: Patrick Ryan – Simpson Thacher & Bartlett; Eli Isak – Simpson Thacher & Bartlett; Chance Goldberg – Simpson Thacher & Bartlett; Bassam Chain – Simpson Thacher & Bartlett; Arthur Robinson – Simpson Thacher & Bartlett; David Azarkh – Simpson Thacher & Bartlett; Lisa Zhang – Simpson Thacher & Bartlett; Benjamin Heriaud – Simpson Thacher & Bartlett; Laurence Moss – Simpson Thacher & Bartlett; Eric Wolf – Simpson Thacher & Bartlett; Michael Isby – Simpson Thacher & Bartlett; Taylor Weinstein – Simpson Thacher & Bartlett; Monica Chan – Simpson Thacher & Bartlett; Linda Nyberg – Simpson Thacher & Bartlett; Dennis Loiacono – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Goldman, Sachs & Co.; JPMorgan Chase & Co.;

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Author: Ambrogio Visconti