Item 1.01 Entry Into a Material Definitive Agreement
US Revolving Credit Agreement
On March 25, 2022, Parent entered into a credit agreement (the "U.S. Revolving
Credit Agreement"), among Parent, as borrower, the lenders party thereto (the
"Revolver Lenders"), Goldman Sachs Bank USA, as administrative agent, Goldman
Sachs Bank USA, as collateral agent, Goldman Sachs Bank USA, Barclays Bank plc,
Wells Fargo Bank, N.A., and KKR Capital Markets LLC as global coordinating lead
arrangers and joint lead bookrunners, Citigroup Global Markets Inc. as
coordinating lead arranger and joint lead bookrunner, and BMO Capital Markets
Corp., Banco Santander, S.A., Societe Generale, Sumitomo Mitsui Banking
Corporation and TD Securities (USA) LLC as joint lead arrangers and joint
bookrunners. Proceeds from the U.S. Revolving Credit Agreement were available on
the Closing Date to fund certain funding shortfalls and transaction expenses in
connection with the Merger, to fund certain reserves, to fund working capital
adjustments and reimbursements for capital expenditures pursuant to the Merger
Agreement, and will be available from and after the Closing Date for working
capital and any general corporate purpose, including to repay the obligations
outstanding of certain of Parent's subsidiaries under certain existing debt
facilities and to cash collateralize certain outstanding letters of credit. The
obligations under the U.S. Revolving Credit Agreement are secured by certain
pledged equity interests held by Parent and certain of its subsidiaries which
own land or unencumbered real estate assets located in each case in the U.S.
(each such subsidiary, a "Revolver Guarantor").
The U.S. Revolving Credit Agreement provides for a $1,500,000,000 senior secured
multi-currency revolving credit facility (the "Revolving Credit Facility") of
which up to $200,000,000 may be used to issue letters of credit. The U.S.
Revolving Credit Agreement also includes an accordion feature pursuant to which
Parent is permitted to obtain additional revolving commitments so long as the
ratio of the consolidated total net debt to consolidated property value of
certain real property held by Parent and its subsidiaries does not exceed a
certain percentage on a pro forma basis. The Revolving Credit Facility provides
for borrowings in U.S. Dollars, Euros, Pounds Sterling, Canadian Dollars,
Japanese Yen and Swiss Francs.
The interest rates for borrowings under the U.S. Revolving Credit Agreement are,
at the option of the borrower, based on a floating rate or base rate, plus a
margin on floating rate loans and on base rate loans. The U.S. Revolving Credit
. . .
Item 1.02 Termination of a Material Definitive Agreement
On the Closing Date, in connection with the consummation of the Merger and the
entry into the U.S. Revolving Credit Agreement, Balance Sheet Loan Agreement,
Short Tenor Loan Agreement and EU Loan Facilities Agreement, all of the
outstanding loans under the Credit Agreement, dated as of March 29, 2018, by and
among CyrusOne LP, as borrower, the subsidiary borrowers from time to time party
thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent (as amended on March 31, 2020 and as further amended prior
to the date hereof, the "Existing Credit Agreement"), which initially provided
for (i) a $1.4 billion senior unsecured multi-currency revolving credit
facility, (ii) senior unsecured term loans due 2023 in a dollar equivalent
principal amount of $400.0 million and (iii) senior unsecured term loans due
2025 in a principal amount of $700.0 million, were paid in full (together with
accrued interest and unpaid fees and expenses related thereto but excluding
certain customary contingent obligations and existing letters of credit which
were cash collateralized or otherwise backstopped), all commitments to extend
credit under the Existing Credit Agreement were terminated and all guarantees
and security interests in respect of the Existing Credit Agreement and all other
related loan documents were released. The Company did not incur any material
early prepayment or termination penalties as a result of such terminations.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information in the Introductory Note above is incorporated by reference into
this Item 2.01.
As described above, at the Effective Time and in accordance with the Merger
Agreement, (i) Parent completed its previously announced acquisition of the
Company, (ii) the Company became a wholly owned subsidiary of Parent and (iii)
each share of common stock, par value $0.01 per share, of the Company (the
"Company Common Stock"), issued and outstanding immediately prior to the
Effective Time (other than (a) shares of Company Common Stock held by Parent or
Merger Sub, which were canceled, and (b) shares of Company Common Stock owned by
any direct or indirect wholly owned subsidiary of the Company or Parent (other
than Merger Sub), which were, at the election of Parent, either converted into
shares of common stock of the Surviving Company or canceled) was converted into
the right to receive an amount in cash equal to $90.50 (the "Merger
Consideration"), without interest.
In addition, at the Effective Time, other than as described below, equity
awards, consisting of stock options and restricted stock units with respect to
Company Common Stock, restricted shares of Company Common Stock and LTIP Units
of CyrusOne LP, were vested (to the extent unvested) and converted into the
right to receive the Merger Consideration, less the exercise price in the case
of stock options, plus the amount of any accrued dividend equivalents with
respect to such equity awards, to the extent applicable. In determining the
vesting level for purposes of the foregoing, all performance criteria was deemed
achieved at the maximum levels.
Notwithstanding the foregoing, equity awards granted to employees after the date
of the Merger Agreement were converted into cash-based awards at the Effective
Time, based on the Merger Consideration, and remained outstanding and continue
to vest in accordance with their terms.
The Merger Consideration was funded through equity contributions received by
Parent and with proceeds from debt financing.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1
to the Company's Current Report on Form 8-K filed on November 15, 2021 , the
terms of which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financing Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing
The information in the Introductory Note above and in Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger, the Company notified the
NASDAQ Global Select Market (together with the NASDAQ Stock Market LLC,
"Nasdaq") that trading in the Company Common Stock should be suspended and
listing of the Company Common Stock on Nasdaq should be removed. Trading of the
Company Common Stock on Nasdaq was suspended at the end of after-market trading
on March 24, 2022. The Company has requested that Nasdaq file with the
Securities and Exchange Commission (the "SEC") an application on Form 25 to
delist and deregister the Company Common Stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition,
the Company notified Nasdaq that it expects to voluntarily delist its
outstanding 1.450% Senior Notes due 2027 (the "2027 Notes") from Nasdaq. The
Company expects to file with the SEC an application on Form 25 to delist and
deregister the 2027 Notes under Section 12(b) of the Exchange Act on or around
April 4, 2022. Following the effectiveness of the Form 25 related to the 2027
Notes, the Company intends to file with the SEC a Form 15 requesting the
termination of registration of the Company Common Stock and 2027 Notes under
Section 12(g) of the Exchange Act and the suspension of reporting obligations
under Section 13(a) and 15(b) of the Exchange Act with respect to the Company
Common Stock and 2027 Notes.
Item 3.03 Material Modification to Rights of Security Holders
The information in the Introductory Note above and in Item 2.01, Item 3.01 and
Item 5.03 of this Current Report on Form 8-K is incorporated by reference into
this Item 3.03.
Item 5.01 Changes in Control of Registrant
The information in the Introductory Note above and in Item 2.01 and Item 5.02 of
this Current Report on Form 8-K is incorporated by reference into this Item
5.01.
As a result of the consummation of the Merger, a change of control of the
Company occurred, and the Company became a wholly owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon the consummation of the Merger, each of Lynn A. Wentworth, David H.
Ferdman, Alex Shumate, John W. Gamble Jr., T. Tod Nielsen, Denise Olsen and
William E. Sullivan ceased to be directors of the Company.
Additionally, effective as of the Effective Time, Waldemar Szlezak and Will
Brilliant became directors of the Company.
Prior to the Closing Date, David H. Ferdman, Katherine Motlagh, John P. Hatem
and Robert M. Jackson each entered into an agreement with Parent and the
Company, pursuant to which they agreed that their previously disclosed deal
retention bonuses would be cancelled. In addition, the agreements provide for
the grant to such individuals of an equity interest in Parent or one of its
subsidiaries or affiliates following the Closing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year
The information provided in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement, at the Effective Time, the charter and bylaws
of the Company were amended and restated in the forms filed as Exhibit 3.1 and
Exhibit 3.2, respectively, to this Current Report on Form 8-K, which are
incorporated herein by reference.
Item 8.01 Other Events
Redemption and Satisfaction and Discharge of Notes
On March 25, 2022, following the Effective Time, (i) CyrusOne LP and CyrusOne
Finance Corp., a Maryland corporation and a wholly owned subsidiary of CyrusOne
LP (together with CyrusOne LP, the "2019 Indenture Issuers"), delivered notices
to Wells Fargo Bank, N.A., as trustee (the "Trustee"), under the Indenture,
dated as of December 5, 2019 (as amended and supplemented from time to time, the
"2019 Indenture"), by and among the 2019 Indenture Issuers, the Company, as the
guarantor, the Trustee, and, in the case of the Third Supplemental Indenture
dated as of January 22, 2020 to the 2019 Indenture, Deutsche Bank Trust Company
Americas, as paying agent and security registrar, and (ii) CyrusOne Europe
Finance DAC, a designated activity company organized under the laws of Ireland
(the "2021 Indenture Issuer" and, together with the 2019 Indenture Issuers, the
"Issuers"), delivered a notice to Deutsche Bank AG, London Branch (the "Paying
Agent"), under the Indenture, dated as of May 26, 2021 (as amended, the "2021
Indenture" and together with the 2019 Indenture, the "Indentures"), among the
2021 Indenture Issuer, the Company, as the guarantor, the Trustee, the Paying
Agent, and Deutsche Bank Trust Company Americas, as security registrar and
authenticating agent, in each case notifying the Trustee and the Paying Agent,
as applicable, of their election to redeem in full (the "Redemption") on April
11, 2022 all of the outstanding (a) 2.900% Senior Notes due 2024 (the "2024
Notes") issued by the 2019 Indenture Issuers, (b) 2027 Notes issued by the 2019
Indenture Issuers, (c) 3.450% Senior Notes due 2029 (the "2029 Notes") issued by
the 2019 Indenture Issuers, (d) 2.150% Senior Notes due 2030 (the "2030 Notes")
issued by the 2019 Indenture Issuers and (e) 1.125% Senior Notes due 2028 (the
"2028 Notes" and, together with the 2024 Notes, the 2027 Notes, the 2029 Notes
and the 2030 Notes, the "Notes") issued by the 2021 Indenture Issuer.
The Issuers have delivered and irrevocably deposited funds with the Trustee in
connection with the satisfaction and discharge of the Issuers' respective
obligations under each Indenture (the "Discharge"). The Issuers have instructed
the Trustee and Paying Agent, as applicable, to provide notice of the Redemption
and the Discharge to the holders of each series of Notes. The Redemption and the
Discharge will be made pursuant to the terms of each Indenture.
This Current Report on Form 8-K does not constitute notice of redemption under
the optional redemption provisions of the Indentures nor does it constitute an
offer to sell, or the solicitation of an offer to buy, any securities. In
addition, this Current Report on Form 8-K is neither an offer to purchase, nor
the solicitation of an offer to sell, any securities, including the Notes.
Press Release
On March 25, 2022, the Company issued a press release announcing the
consummation of the Merger and the pending delisting of the 2027 Notes. A copy
of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
2.1* Agreement and Plan of Merger, dated November 14, 2021, among
CyrusOne Inc., Cavalry Parent L.P. and Cavalry Merger Sub LLC.
(incorporated by reference to Exhibit 2.1 of the Current Report on
Form 8-K filed by CyrusOne Inc. on November 15, 2021).
3.1 Second Amended and Restated Charter of CyrusOne Inc.
3.2 Second Amended and Restated Bylaws of CyrusOne Inc.
99.1 Press Release, dated March 25, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
The Company agrees to furnish supplementally a copy of any omitted schedule or
exhibit upon request by the SEC.
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CYRUSONE INC. 
