Item 1.01. Entry into a Material Definitive Agreement.
Indenture and Notes Issuance
On
The Notes were issued at an issue price of 100.000% and bear interest at a rate
of 3.625% per annum. Interest on the Notes is payable on
(iii) the remainder, for general corporate purposes.
The Company may redeem some or all of the Notes at any time on or after
The Notes are the Company's general unsecured senior obligations, and are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, structurally subordinated to all existing and future indebtedness and other liabilities of the Company's non-guarantor subsidiaries, equal in right of payment to all of the Company's and Company's guarantor subsidiaries' existing and future senior indebtedness and senior in right of payment to all of the Company's future subordinated indebtedness, if any. The Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company's domestic subsidiaries that have outstanding indebtedness or guarantee other specified indebtedness.
The Indenture contains covenants that limit, among other things, the Company's ability and the ability of some of the Company's subsidiaries to:
• create liens; and • merge or consolidate with other entities.
These covenants will be subject to a number of exceptions and qualifications.
The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all the then outstanding Notes issued under the Indenture to be due and payable.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of Notes (included in the Indenture), which is filed as Exhibit 4.1 herewith and incorporated by reference herein.
The Notes have not been registered under the Securities Act. The Notes may not
be offered or sold in
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description 4.1 Indenture (including form of Notes), dated as ofJune 18, 2021 , amongGartner, Inc. , the guarantors named therein andU.S. Bank National Association , as trustee, relating to the$600,000,000 aggregate principal amount of 3.625% Senior Notes due 2029. 104 Cover Page for Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).
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