=============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 9)
Gartner, Inc.
------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.0005 per share
------------------------------------------------
(Title of Class of Securities)
366651107
------------------------------------------------
(CUSIP Number)
Allison Bennington, Esq.
ValueAct Capital
435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133
(415) 362-3700
------------------------------------------------
(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
Christopher G. Karras, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104-2808
(215) 994-4000
September 15, 2006
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
=============================================================================
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 2 of 27
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Master Fund, L.P.
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions)*
WC*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 18,643,979**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,643,979**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,643,979**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 3 of 27
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Master Fund III, L.P.
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions)*
WC*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 2,000,000**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,000,000**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 4 of 27
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Partners Co-Investors, L.P.
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions)*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 5 of 27
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA Partners, L.L.C.
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 18,643,979**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,643,979**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,643,979**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00 (LLC)
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 6 of 27
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA Partners III, L.L.C.
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 2,000,000**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
2,000,000**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00 (LLC)
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 8 of 27
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, L.P.
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 20,643,979**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,643,979**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,643,979**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 8 of 27
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, LLC
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 20,643,979**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,643,979**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,643,979**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00 (LLC)
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 9 of 27
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Jeffrey W. Ubben
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 20,643,979**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,643,979**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,643,979**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 10 of 27
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
George F. Hamel, Jr.
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 20,643,979**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,643,979**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,643,979**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
SCHEDULE 13D
-------------------------- -------------------------
CUSIP NO. 366651107 Page 11 of 27
-----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Peter H. Kamin
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
---------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00*
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 20,643,979**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
20,643,979**
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,643,979**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
*See Item 3
**See Item 2 and 5
-------------------------- -------------------------
CUSIP NO. 366651107 Page 12 of 27
-----------------------------------------------------------------------------
THE PURPOSE OF THIS AMENDMENT NO. 9 TO SCHEDULE 13D IS TO AMEND THE
OWNERSHIP REPORTS OF THE REPORTING PERSONS. THE INFORMATION BELOW
SUPPLEMENTS THE INFORMATION PREVIOUSLY PROVIDED.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, $0.0005 par
value per share (the "Common Stock"), of Gartner, Inc., a Delaware
corporation (the "Issuer"). The address of the principal executive offices
of the Issuer is 56 Top Gallant Road, Stamford, Connecticut 06902-7700.
Item 2. Identity and Background
This statement is filed jointly by (a) ValueAct Capital Master Fund,
L.P. ("ValueAct Master Fund"), (b) ValueAct Capital Master Fund III, L.P.
("ValueAct Master Fund III"), (c) ValueAct Capital Partners Co-Investors,
L.P. ("ValueAct Co-Investors") (d) VA Partners, LLC ("VA Partners"), (e) VA
Partners III, LLC ("VA Partners III"), (f) ValueAct Capital Management, L.P.
("ValueAct Management L.P."), (g) ValueAct Capital Management, LLC ("ValueAct
Management LLC"), (h) Jeffrey W. Ubben, (i) George F. Hamel, Jr. and (j)
Peter H. Kamin (collectively, the "Reporting Persons").
ValueAct Master Fund and ValueAct Master Fund III are limited
partnerships organized under the laws of the British Virgin Islands. ValueAct
Co-Investors is a Delaware limited partnership. Each has a principal business
address of 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133.
VA Partners is a Delaware limited liability company, the principal
business of which is to serve as the General Partner to ValueAct Master Fund
and ValueAct Co-Investors. VA Partners III is a Delaware limited partnership,
the principal business of which is to serve as the General Partner to
ValueAct Master Fund III. Each has a principal business address of 435
Pacific Avenue, Fourth Floor, San Francisco, CA 94133.
ValueAct Management L.P. is a Delaware limited partnership which
renders management services to ValueAct Master Fund, ValueAct Master Fund
III and ValueAct Co-Investors. ValueAct Management LLC is a Delaware limited
liability company, the principal business of which is to serve as the General
Partner to ValueAct Management L.P. Each has a principal business address of
435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133.
(a), (b) and (c). Messrs. Ubben, Hamel and Kamin are each managing
members, principal owners and controlling persons of VA Partners, VA Partners
III and ValueAct Management LLC, and such activities constitute their
principal occupations. Such individuals are sometimes collectively referred
to herein as the "Managing Members" or individually as a "Managing Member".
Each Managing Member is a United States citizen and has a principal business
address of 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133.
(d) and (e). None of the entities or persons identified in this Item 2
has during the past five years been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been a party to a
civil proceeding of a judicial or administrative body of competent judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
-------------------------- -------------------------
CUSIP NO. 366651107 Page 13 of 27
-----------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used for the purchase of the Issuer's
securities was the working capital of ValueAct Master Fund III. The aggregate
funds used by these Reporting Persons to make the purchases were $31,500,000.
Item 4. Purpose of Transaction
The Reporting Persons have acquired the Issuer's Common Stock for
investment purposes, and such purchases have been made in the Reporting
Persons' ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may further
purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at
times, and in such manner, as they deem advisable to benefit from changes in
market prices of such Common Stock, changes in the Issuer's operations,
business strategy or prospects, or from sale or merger of the Issuer. To
evaluate such alternatives, the Reporting Persons will routinely monitor the
Issuer's operations, prospects, business development, management, competitive
and strategic matters, capital structure, and prevailing market conditions,
as well as alternative investment opportunities, liquidity requirements of
the Reporting Persons and other investment considerations. Consistent with
its investment research methods and evaluation criteria, the Reporting
Persons may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially
affect, and result in, the Reporting Persons' modifying their ownership of
Common Stock, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing one or more of the
other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.
The Reporting Persons reserve the right to formulate other plans and/or
make other proposals, and take such actions with respect to their investment
in the Issuer, including any or all of the actions set forth in paragraphs
(a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock
or dispose of all the Common Stock beneficially owned by them, in the public
market or privately negotiated transactions. The Reporting Persons may at
any time reconsider and change their plans or proposals relating to the
foregoing.
On September 15, 2006, ValueAct Master Fund III entered into a
Stock Purchase Agreement pursuant to which ValueAct Master Fund III agreed to
purchase 2,000,000 shares of Common Stock at a price of $15.75 per share from
Silver Lake Partners, L.P., Silver Lake Investors, L.P. and Silver Lake
Technology Investors, L.L.C. (collectively, "Silver Lake"). Settlement of
this sale has now taken place. A copy of the Stock Purchase Agreement is
attached as Exhibit 2 to this Schedule 13D and is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of
-------------------------- -------------------------
CUSIP NO. 366651107 Page 14 of 27
-----------------------------------------------------------------------------
shares of Common Stock of the Issuer for each person named in Item 2. Shares
reported as beneficially owned by ValueAct Master Fund, ValueAct Master Fund
III and ValueAct Co-Investors are also reported as beneficially owned by (i)
ValueAct Management L.P. as the manager of each such investment partnership,
(ii) ValueAct Management LLC, as General Partner of ValueAct Management L.P.
and (iii) the Managing Members as controlling persons of VA Partners, VA
Partners III and ValueAct Management LLC. Shares reported as beneficially
owned by ValueAct Master Fund and ValueAct Co-Investors are also reported as
beneficially owned by VA Partners, as General Partner of ValueAct Master Fund
and ValueAct Co-Investors. Shares reported as beneficially owned by ValueAct
Master Fund III are also reported as beneficially owned by VA Partners III,
as General Partner of ValueAct Master Fund III. VA Partners, VA Partners
III, ValueAct Management LLC and the Managing Members also, directly or
indirectly, may own interests in one or more than one of the partnerships
from time to time. Unless otherwise indicated below, by reason of such
relationships each of the ValueAct Master Fund, ValueAct Master Fund III and
ValueAct Co-Investors is reported as having shared power to vote or to direct
the vote, and shared power to dispose or direct the disposition of, such
shares of Common Stock, with VA Partners (only with respect to ValueAct
Master Fund and ValueAct Co-Investors), VA Partners III (only with respect to
ValueAct Master Fund III), ValueAct Management L.P., ValueAct Management LLC
and the Managing Members.
As of the date hereof, ValueAct Master Fund is the beneficial
owner of 18,643,979 shares of Common Stock (including 12,333 shares
issuable upon exercise of Director Stock Options which are currently
exercisable), representing approximately 16.3% of the Issuer's
outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners). As of the date hereof, ValueAct
Master Fund III is the beneficial owner of 2,000,000 shares of Common
Stock, representing approximately 1.7% of the Issuer's outstanding Common
Stock (which shares may also be deemed to be beneficially owned by VA
Partners III).
ValueAct Management L.P., ValueAct Management LLC and the
Managing Members may each be deemed the beneficial owner of an aggregate of
20,643,979 shares of Common Stock (including 12,333 shares issuable upon
exercise of Director Stock Options which are currently exercisable),
representing approximately 18.1% of the Issuer's outstanding Common Stock.
All percentages set forth in this Schedule 13D are based upon the
Issuer's reported 114,068,690 outstanding shares of Common Stock as
reported in the Issuer's Form 10-Q for the quarter ended June 30, 2006 and
the issuance of an additional 12,333 shares upon the exercise of Director
Stock Options beneficially owned by the Reporting Persons.
(c) During the sixty (60) days preceding the date of this
report, the Reporting Persons purchased the following shares of Common Stock:
Reporting Person Trade Date Shares Price/Share
---------------- ---------- --------- -----------
ValueAct Master Fund III 09/15/2006 2,000,000 $15.75
(d) and (e) Not applicable.
-------------------------- -------------------------
CUSIP NO. 366651107 Page 15 of 27
-----------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Other than as described elsewhere in this Report and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer's Common Stock which are
required to be described hereunder.
Item 7. Material to Be Filed as Exhibits
(1) Joint Filing Agreement.
(2) Stock Purchase Agreement
-------------------------- -------------------------
CUSIP NO. 366651107 Page 16 of 27
-----------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
George F. Hamel, Jr. and Peter H. Kamin, and each of them, with full power to
act without the other, his or its true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or it and in his
or its name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to this Schedule 13D, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary fully to all intents and
purposes as he or it might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
ValueAct Capital Master Fund L.P., by
VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Master Fund III L.P., by
VA Partners III, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Partners Co-Investors L.P., by
VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
VA Partners, L.L.C.
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
-------------------------- -------------------------
CUSIP NO. 366651107 Page 17 of 27
-----------------------------------------------------------------------------
VA Partners III, L.L.C.
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Jeffrey W. Ubben
--------------------------------------
Dated: September 18, 2006 Jeffrey W. Ubben, Managing Member
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Peter H. Kamin
--------------------------------------
Dated: September 18, 2006 Peter H. Kamin, Managing Member
-------------------------- -------------------------
CUSIP NO. 366651107 Page 18 of 27
-----------------------------------------------------------------------------
Exhibit 1
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of Gartner, Inc. is
being filed jointly on behalf of each of them with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended.
ValueAct Capital Master Fund L.P., by
VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Master Fund III L.P., by
VA Partners III, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Partners Co-Investors L.P., by
VA Partners, L.L.C., its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
VA Partners, L.L.C.
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
VA Partners III, L.L.C.
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
ValueAct Capital Management, L.P.,
by, ValueAct Capital Management, LLC
its General Partner
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
-------------------------- -------------------------
CUSIP NO. 366651107 Page 19 of 27
-----------------------------------------------------------------------------
ValueAct Capital Management, LLC
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Jeffrey W. Ubben
--------------------------------------
Dated: September 18, 2006 Jeffrey W. Ubben, Managing Member
By: /s/ George F. Hamel, Jr.
--------------------------------------
Dated: September 18, 2006 George F. Hamel, Jr., Managing Member
By: /s/ Peter H. Kamin
--------------------------------------
Dated: September 18, 2006 Peter H. Kamin, Managing Member
-------------------------- -------------------------
CUSIP NO. 366651107 Page 20 of 27
-----------------------------------------------------------------------------
Exhibit 2
EXECUTION COPY
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of September
15, 2006 by and among ValueAct Capital Master Fund III, L.P., a limited
partnership organized under the laws of the British Virgin Islands (the
"Purchaser"), Silver Lake Partners, L.P., a Delaware limited partnership,
Silver Lake Investors, L.P., a Delaware limited partnership, and Silver Lake
Technology Investors, L.L.C., a Delaware limited liability company
(collectively, "Silver Lake").
R E C I T A L S
A. WHEREAS, as of the date hereof, Silver Lake owns of record
25,615,128 shares of common stock, par value $0.0005 per share (the "Common
Stock"), of Gartner Inc. (the "Company"), which constitutes approximately
22.5% of the issued and outstanding shares of Common Stock of the Company;
B. WHEREAS, ValueAct Capital Master Fund, L.P. which is an affiliate
of the Purchaser, owns of record 18,631,646 shares of Common Stock, which
constitutes approximately 16.3% of the issued and outstanding shares of
common stock of the Company.
C. WHEREAS, VA Partners III, L.L.C. ("VA Partners") is the General
Partner of the Purchaser, and Jeffrey W. Ubben, a director of the Company, is
a Managing Member, principal owner and controlling person of VA Partners.
D. WHEREAS, Silver Lake desires and voluntarily agrees to sell certain
shares of Common Stock held by Silver Lake to the Purchaser, and the
Purchaser desires to purchase such shares from Silver Lake.
E. WHEREAS, the parties understand that shortly after the consummation
of the transactions contemplated by this agreement the Company shall cause a
registration statement to be filed to register the Shares (as defined below)
for resale pursuant to the Securities Act of 1933 (the "Offering"); and
F. WHEREAS, the Purchaser and Silver Lake desire to make certain
covenants and agreements with one another pursuant to this Agreement.
NOW THEREFORE, in consideration of the covenants and promises set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Purchase and Sale of the Shares; the Closing.
1.1 Purchase and Sale of Common Stock. Subject to the terms
and conditions of this Agreement, and on the basis of the representations,
warranties and covenants set forth herein, Silver Lake agrees to sell to the
Purchaser, and the Purchaser agrees to purchase from Silver Lake, 2,000,000
shares of Common Stock (the "Shares"). The allocation of the Shares to be
sold by each Silver Lake entity at the Closing shall be pro rata based on the
number of shares of Common Stock held of record by each of Silver Lake
Partners, L.P., Silver Lake Investors, L.P., and Silver Lake Technology
-------------------------- -------------------------
CUSIP NO. 366651107 Page 21 of 27
-----------------------------------------------------------------------------
Investors, L.L.C., rounded to the nearest whole share, or in such other
proportion as Silver Lake may determine.
1.2 Purchase Price. The "Per Share Purchase Price" for the
Shares shall be equal to $15.75 per share. The "Purchase Price" shall equal
the Per Share Purchase Price specified in this Section 1.2 multiplied by the
number of Shares purchased by each Purchaser from Silver Lake pursuant to
Section 1.1 of this Agreement.
1.3 The Closing. Subject to the terms and conditions hereof,
the purchase and sale of the Shares contemplated by this Agreement (the
"Closing") will take place at the offices of Simpson Thacher & Bartlett LLP,
425 Lexington Avenue, New York, New York 10017 at 9:00 a.m. New York City
time, on September 18, 2006, or such other day and place as the parties may
mutually agree. At the Closing, (i) Silver Lake will deliver to the Purchaser
certificates representing the Shares to be purchased by the Purchaser duly
endorsed or accompanied by stock powers duly executed in blank and otherwise
in form acceptable for transfer on the books of the Company (or shall deliver
the shares in such other manner as shall be reasonably agreed), (ii) the
Purchaser shall deliver the Purchase Price to Silver Lake by wire transfer of
immediately available funds to one or more accounts specified by Silver Lake
at least one business day prior to the Closing and (iii) Silver Lake and the
Purchaser shall deliver executed cross-receipts evidencing delivery of the
items set forth in sections (i) and (ii) of this Section.
2. Representations and Warranties of Silver Lake. In order to induce
the Purchaser to enter into this Agreement, Silver Lake hereby represents and
warrants to the Purchaser as follows:
2.1 Ownership of Shares. Silver Lake owns of record the number
of issued and outstanding shares of Common Stock set forth in the recitals to
this Agreement. The Shares to be sold to the Purchaser by Silver Lake when
delivered to the Purchaser shall be free and clear of any liens, claims or
encumbrances, including rights of first refusal and similar claims except for
restrictions of applicable state and federal securities laws. There are no
restrictions on the transfer of such Shares imposed by any shareholder or
similar agreement or any law, regulation or order, other than applicable
state and federal securities laws.
2.2 Authorization. Silver Lake has full right, power and
authority to execute, deliver and perform this Agreement and to sell, assign
and deliver the Shares to be sold by it to the Purchaser. This Agreement is
the legal, valid and, assuming due execution and delivery by the other
parties hereto, binding obligation of Silver Lake, enforceable in accordance
with its terms, except to the extent that the enforceability thereof may be
limited by (i) principles of public policy, (ii) applicable bankruptcy,
insolvency, reorganization or other laws of general application relating to
or affecting the enforcement of creditors' rights generally, and (iii) rules
of law governing the availability of equitable remedies.
2.3 No Violation; No Consent. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby by Silver Lake (i) will not constitute a breach or
violation of or default under any judgment, decree or order or any agreement
or instrument of Silver Lake or to which Silver Lake is subject, (ii) will
-------------------------- -------------------------
CUSIP NO. 366651107 Page 22 of 27
-----------------------------------------------------------------------------
not result in the creation or imposition of any lien upon the Shares to be
sold by Silver Lake, and (iii) will not require the consent of or notice to
any governmental entity or any party to any contract, agreement or
arrangement with Silver Lake.
2.4 Brokerage. There are no claims for brokerage commissions
or finder's fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement made by
or on behalf of Silver Lake.
3. Representations and Warranties of the Purchaser. In order to
induce Silver Lake to enter into this Agreement, the Purchaser represents and
warrants as follows:
3.1 Organization and Corporate Power; Authorization. This
Agreement and any other agreements, instruments, or documents entered into by
the Purchaser pursuant to this Agreement have been duly executed and
delivered by the Purchaser and are the legal, valid and, assuming due
execution by the other parties hereto, binding obligations of the Purchaser,
enforceable against the Purchaser in accordance with their terms except to
the extent that the enforceability thereof may be limited by (i) principles
of public policy, (ii) applicable bankruptcy, insolvency, reorganization or
other laws of general application relating to or affecting the enforcement of
creditors' rights generally, and (iii) rules of law governing the
availability of equitable remedies.
3.2 No Violation; No Consent. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby by the Purchaser (i) will not constitute a breach or
violation of or default under any judgment, decree or order or any agreement
or instrument of the Purchaser or to which the Purchaser is subject, and (ii)
will not require the consent of or notice to any governmental entity or any
party to any contract, agreement or arrangement with the Purchaser.
3.3 Brokerage. There are no claims for brokerage commissions
or finder's fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement made by
or on behalf of the Purchaser.
3.4 Restricted Securities. The Purchaser is purchasing the
Shares for its own account with the present intention of holding such
securities for investment purposes and not with a view to or for sale in any
distribution of such securities in violation of any federal or state
securities laws. The Purchaser is an "accredited investor" as defined in
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"). The Purchaser
acknowledges that the Shares have not been registered under the Securities
Act or any securities laws and the Purchaser shall not resell or otherwise
transfer any of such Shares except pursuant to the exemption from
registration provided by Rule 144 under the Act (if available) and other
compliance with any applicable state securities laws, in accordance with
another exemption from the registration requirements of the Securities Act
and any applicable state securities laws, or pursuant to an effective
registration statement under the Securities Act and registration under any
applicable state securities laws. Each certificate representing the Shares
-------------------------- -------------------------
CUSIP NO. 366651107 Page 23 of 27
-----------------------------------------------------------------------------
will bear a legend on the face thereof substantially to the following effect
(with such additions thereto or changes therein as the Company may be advised
by counsel are required by law):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID
EXEMPTION THEREFROM UNDER SAID ACT OR LAWS."
3.5 Purchaser Status. The Purchaser is a sophisticated
purchaser with respect to the Shares and has information concerning the
business and financial condition of the Company, including, without
limitation, information received on a confidential basis directly or
indirectly from the Company, to make an informed decision regarding the
purchase of the Shares and has independently, and without reliance on Silver
Lake, and based on such information it has deemed appropriate in its
independent judgment, made its own analysis and decision to purchase the
Shares. The Purchaser is an "affiliate," as defined in Rule 144 under the
Securities Act, of the Company. The Purchaser acknowledges that it has had
the opportunity to consult with legal counsel with respect to the matters
referred to in this Agreement.
4. Conditions to the Purchaser's Obligations. The obligations of the
Purchaser under Article 1 to purchase the Shares at the Closing from Silver
Lake are subject to the fulfillment as of the Closing of each of the
following conditions unless waived by the Purchaser in accordance with
Section 8.11:
4.1 Representations and Warranties. The representations and
warranties of Silver Lake contained in Article 2 shall be true and correct on
and as of the date of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of the
Closing.
4.2 Performance. Silver Lake shall have performed and complied
in all material respects with all agreements, obligations, and conditions
contained in this Agreement that are required to be performed or complied
with by it on or before the date of the Closing.
4.3 Further Assurances. No governmental authority shall have
advised or notified the Purchaser that the consummation of the transactions
contemplated hereunder would constitute a material violation of any
applicable laws or regulations, which notification or advice shall not have
been withdrawn after the exhaustion of the Purchaser's good faith efforts to
cause such withdrawal.
5. Conditions to Silver Lake's Obligations. The obligations of Silver
Lake under Article 1 to sell the Shares at the Closing are subject to the
fulfillment as of the Closing of each of the following conditions unless
waived by Silver Lake in accordance with Section 8.11:
5.1 Representations and Warranties. The representations and
warranties of the Purchaser contained in Article 3 shall be true and correct
as of the date of the Closing with the same effect as though such
-------------------------- -------------------------
CUSIP NO. 366651107 Page 24 of 27
-----------------------------------------------------------------------------
representations and warranties had been made on and as of the date of the
Closing.
5.2 Performance. The Purchaser shall have performed and
complied in all material respects with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or
complied with by it on or before the date of the Closing.
5.3 Further Assurances. No governmental authority shall have
advised or notified Silver Lake that the consummation of the transactions
contemplated hereunder would constitute a material violation of any
applicable laws or regulations, which notification or advice shall not have
been withdrawn after the exhaustion of Silver Lake's good faith efforts to
cause such withdrawal.
6. Covenants.
6.1 Closing Conditions. Silver Lake and the Purchaser shall
use their commercially reasonable efforts to ensure that each of the
conditions to Closing is satisfied.
6.2 Payment of Expenses of the Offering. The parties agree to
share equally all costs and expenses incurred by the Company in connection
with the Offering. The parties agree to pay any invoices so received promptly
and in good faith.
7. Survival of Representations and Warranties; Limitation on
Liability. All representations and warranties hereunder shall survive the
Closing. Notwithstanding the foregoing, in no event shall Silver Lake's
liability for breach of the representations, warranties and covenants exceed
the Purchase Price to be paid by the Purchaser to Silver Lake.
8. Miscellaneous.
8.1 Adjustments. Wherever a particular number is specified
herein, including, without limitation, number of shares or price per share,
such number shall be adjusted to reflect any stock dividends, stock-splits,
reverse stock-splits, combinations or other reclassifications of stock or any
similar transactions and appropriate adjustments shall be made with respect
to the relevant provisions of this Agreement so as to fairly and equitably
preserve, as far as practicable, the original rights and obligations of the
Purchaser and Silver Lake under this Agreement.
8.2 Governing Law; Jurisdiction. This Agreement shall be
governed by and construed and enforced in accordance with the internal laws
of the State of New York. Any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this
Agreement may be brought or otherwise commenced in any state or federal court
located in the State of New York. Each party hereto agrees to the entry of an
order to enforce any resolution, settlement, order or award made pursuant to
this Section 8.2 by the state and federal courts located in the State of New
York and in connection therewith hereby waives, and agrees not to assert by
way of motion, as a defense, or otherwise, any claim that such resolution,
settlement, order or award is inconsistent with or violative of the laws or
public policy of the laws of the State of New York or any other jurisdiction.
-------------------------- -------------------------
CUSIP NO. 366651107 Page 25 of 27
-----------------------------------------------------------------------------
8.3 Successors and Assigns. This Agreement shall not be
assignable by any party hereto without the prior written consent of the other
parties hereto, which consent shall not be unreasonably withheld. Except as
otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successor and assigns of the parties
hereto.
8.4 Entire Agreement; Amendment. This Agreement constitutes
the full and entire understanding and agreement between the parties with
regard to the subjects hereof. Neither this Agreement nor any provision
hereof may be amended, changed or waived other than by a written instrument
signed by the party against who enforcement of any such amendment, change or
waiver is sought.
8.5 Cooperation. The Purchaser and Silver Lake shall, from and
after the date hereof, cooperate in a reasonable manner to effect the
purposes of this Agreement.
8.6 Notices, etc. All notices and other communications
required or permitted hereunder shall be effective upon receipt and shall be
in writing and may be delivered in person, by telecopy, electronic mail,
express delivery service or U.S. mail, in which event it may be mailed by
first-class, certified or registered, postage prepaid, addressed, to the
party to be notified, at the respective addresses set forth below, or at such
other address which may hereinafter be designated in writing:
(a) If to Silver Lake, to:
Silver Lake Partners, L.P.
2775 Sand Hill Road, Suite 100
Menlo Park, CA 94025
Attention: Karen King
Phone: 650-233-8518
Fax: 650-233-8125
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attention: Richard Fenyes, Esq.
Phone: 212-455-2812
Fax: 212-455-2502
(b) If to the Purchaser, to:
ValueAct Capital
435 Pacific Avenue, Fourth Floor
San Francisco, CA 94133
Attention: Allison Bennington
Phone: 415-362-3700
8.7 Severability. If any provision of this Agreement shall be
judicially determined to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
-------------------------- -------------------------
CUSIP NO. 366651107 Page 26 of 27
-----------------------------------------------------------------------------
8.8 Titles and Subtitles. The titles of the Articles and
Sections of this Agreement are for convenience of reference only and in no
way define, limit, extend, or describe the scope of this Agreement or the
intent of any of its provisions.
8.9 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.
8.10 Delays or Omissions. It is agreed that no delay or
omission to exercise any right, power or remedy accruing to any party upon
any breach or default of any other party under this Agreement shall impair
any such right, power or remedy, nor shall it be construed to be a waiver of
any such breach or default, or any acquiescence therein, or of any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. It is further agreed that any waiver,
permit, consent or approval of any kind or character of any breach or default
under this Agreement, or any waiver of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing, and that all remedies, either under this
Agreement, by law or otherwise, shall be cumulative and not alternative.
8.11 Consents. Any permission, consent, or approval of any
kind or character under this Agreement shall be in writing and shall be
effective only to the extent specifically set forth in such writing.
8.12 SPECIFIC PERFORMANCE. THE PARTIES HERETO AGREE THAT
IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF
THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH ITS SPECIFIC INTENT OR
WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE
ENTITLED TO AN INJUNCTION OR INJUNCTIONS, WITHOUT BOND, TO PREVENT OR CURE
BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE
TERMS AND PROVISIONS HEREOF, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO
WHICH THEY MAY BE ENTITLED BY LAW OR EQUITY, AND ANY PARTY SUED FOR BREACH OF
THIS AGREEMENT EXPRESSLY WAIVES ANY DEFENSE THAT A REMEDY IN DAMAGES WOULD BE
ADEQUATE.
8.13 Payment of Fees and Expenses. Except as to fees and
expenses of the Company set forth in Section 6.2, each party shall be
responsible for paying its own fees, costs and expenses in connection with
this Agreement and the transactions herein contemplated.
8.14 Construction of Agreement. No provision of this Agreement
shall be construed against either party as the drafter thereof.
8.15 Section References. Unless otherwise stated, any
reference contained herein to a Section or subsection refers to the
provisions of this Agreement.
8.16 Variations of Pronouns. All pronouns and all variations
thereof shall be deemed to refer to the masculine, feminine, or neuter,
singular or plural, as the context in which they are used may require.
-------------------------- -------------------------
CUSIP NO. 366651107 Page 27 of 27
-----------------------------------------------------------------------------
IN WITNESS WHEREOF, the parties have caused this Stock Purchase
Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first written above.
SILVER LAKE
SILVER LAKE PARTNERS, L.P.
By: Silver Lake Technology Associates, L.L.C.,
its General Partner
By: /s/ Alan K. Austin
-------------------------------------
Name: Alan K. Austin
Title: Managing Director
and Chief Operating Officer
SILVER LAKE INVESTORS, L.P.
By: Silver Lake Technology Associates, L.L.C.,
its General Partner
By: /s/ Alan K. Austin
-------------------------------------
Name: Alan K. Austin
Title: Managing Director
and Chief Operating Officer
SILVER LAKE TECHNOLOGY INVESTORS, L.L.C.
By: Silver Lake Technology Management, L.L.C.,
its Manager
By: /s/ Alan K. Austin
-------------------------------------
Name: Alan K. Austin
Title: Managing Director
and Chief Operating Officer
[Signature Page to Stock Purchase Agreement]
VALUEACT CAPITAL MASTER FUND III, L.P.
By: VA Partners III, L.L.C.,
its General Partner
By: /s/ George F. Hamel, Jr.
-------------------------------------
Name: George F. Hamel, Jr.
Title: Managing Member
[Signature Page to Stock Purchase Agreement]