The uncertainty surrounding the COVID-19 pandemic has created disruption for Gartner’s business, its customers and for the global economy as a whole. The ultimate impact of the COVID-19 pandemic on Gartner’s business will depend on many factors that are beyond its knowledge and control. See “Risk Factors” in Gartner’s Annual Report on Form 10-K for the year ended December 31, for 2019 and Gartner’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2020 and June 30, 2020 for more information.
Concurrently with the offering of the Notes, Gartner intends to amend and restate the credit agreement governing its senior secured credit facility (the “Amendment and Restatement”) in order to extend the maturity date of the senior secured credit facility from March 2022 to September 2025 and make certain other changes to the terms and conditions of the senior secured credit facility.
Among other things, in connection with the Amendment and Restatement, Gartner intends to decrease the available borrowing capacity under the revolving credit facility from $1.2 billion to $1 billion. In addition, under the senior secured credit facility, Gartner is currently subject to a maximum consolidated leverage ratio, maximum secured leverage ratio and a minimum EBITDA to interest expense ratio. Following the effectiveness of the Amendment and Restatement, the maximum secured leverage ratio and minimum EBITDA to interest expense ratio will no longer apply under the senior secured credit facility. There is no assurance that we will be successful in entering into the Amendment and Restatement.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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
