On March 2, 2017, CyrusOne Inc., a Maryland corporation (the
Company), announced that its operating partnership, CyrusOne LP,
a Maryland limited partnership (the Operating Partnership), has
closed its previously announced acquisition (the Transaction) of
Sentinel NC-1, LLC, a Delaware limited liability company (SNC),
and 800 Cottontail, LLC, a Delaware limited liability company
(800 Cottontail and, together with SNC, the Targets), to a
Transaction Agreement (the Transaction Agreement) by and among
the Operating Partnership, Sentinel Properties – Durham, LLC, a
Delaware limited liability company (the NC Seller),
Russo-Somerset, LLC, a New Jersey limited liability company (RS),
Sentinel Properties – Franklin, LLC, a Delaware limited liability
company (SPF and, together with RS, the NJ Sellers and, together
with the NC Seller, the Sellers), and the Targets. The
Transaction closed on February 28, 2017 and the Company paid
aggregate cash consideration of approximately $490 million in
connection therewith, excluding transaction related expenses. The
Transaction was financed by the Company with proceeds of
approximately $211 million from settlement of its forward equity
sale described below and its recently expanded credit facility.
As a result of the Transaction, each of the Targets is an
indirect, wholly-owned subsidiary of the Company, and the Company
has acquired two data center facilities serving the New York
metropolitan and southeast regional areas, respectively.

ITEM 8.01 – OTHER EVENTS

On February 27, 2017, full physical settlement of the previously
announced forward sale agreements entered into by the Company
with Goldman, Sachs Co. on August 10, 2016 relating to, in the
aggregate, 4,420,000 shares of the Companys common stock
occurred. Upon settlement, the Company issued and sold all such
shares to Goldman, Sachs Co., in its capacity as forward
purchaser, in exchange for net proceeds of approximately $211
million, in accordance with the provisions of the forward sales
agreements. Such proceeds were used to finance, in part, the
Transaction described above.

On March 2, 2017, the Company announced that the Operating
Partnership and CyrusOne Finance Corp., a Maryland corporation
and a wholly owned subsidiary of the Operating Partnership
(together with the Operating Partnership, the Issuers), commenced
a tender offer (the Tender Offer) to purchase for cash, subject
to certain terms and conditions, any and all of their outstanding
6.375% Senior Notes due 2022 (the Existing Notes). In conjunction
with the Tender Offer, the Issuers also commenced a solicitation
of consents (the Consent Solicitation) to amend the indenture
governing the Existing Notes to reduce the notice requirements
for optional redemption from 30 days to 3 business days,
eliminate substantially all of the restrictive covenants and
several events of default and to eliminate or modify certain
other provisions contained in the indenture governing the
Existing Notes. A copy of the press release announcing the
foregoing is attached hereto as Exhibit 99.1.

On March 2, 2017, the Company also announced that the Issuers
intend to offer $450 million aggregate principal amount of senior
notes due 2024 and $350 million aggregate principal amount of
senior notes due 2027 (together, the New Notes) in a private
offering (the Notes Offering), subject to market and other
conditions. The New Notes will be guaranteed by the Company,
CyrusOne GP, a Maryland statutory trust, and certain of the
Operating Partnerships existing and future subsidiaries. The
Issuers intend to use the net proceeds from the Notes Offering:
(i) to complete the Tender Offer and Consent Solicitation, (ii)
to redeem and discharge such portion of the Existing Notes
subject to the Tender Offer and Consent Solicitation that are not
purchased in the Tender Offer and Consent Solicitation, (iii) to
pay related premiums, fees, discounts and expenses and (iv) for
the repayment of borrowings outstanding under the Operating
Partnerships revolving credit facility. A copy of the press
release announcing the foregoing is attached hereto as Exhibit
99.2.

The New Notes and the related guarantees will be offered in the
United States only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the Securities Act), and
outside the United States only to non-U.S. investors to
Regulation S under the Securities Act. The New Notes and the
related guarantees will not be registered under the Securities
Act or any state securities laws and may not be offered or sold
in the United States absent an effective registration statement
or an applicable exemption from registration requirements or a
transaction not subject to the registration requirements of the
Securities Act or any state securities laws. This report does not
constitute notice of redemption under the