CYRUSONE INC. (NASDAQ:CONE) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Indentures
On March 17, 2017, CyrusOne Inc. (the Company) announced that its
operating partnership, CyrusOne LP, a Maryland limited
partnership (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) closed their previously announced
offering of $500 million aggregate principal amount of 5.000%
Senior Notes due 2024 (the 2024 Notes) and $300 million aggregate
principal amount of 5.375% Senior Notes due 2027 (the 2027 Notes
and, together with the 2024 Notes, the Notes). The Notes were
issued to (i) an indenture relating to the 2024 Notes, dated as
of March 17, 2017 (the 2024 Indenture), among the Issuers, the
guarantors party thereto and Wells Fargo Bank, N.A., as trustee
(the Trustee), and (ii) an indenture relating to the 2027 Notes,
dated as of March 17, 2017 (the 2027 Indenture and, together with
the 2024 Indenture, the Indentures), among the Issuers, the
guarantors party thereto and the Trustee. The Company is filing
the Indentures as Exhibit 4.1 and Exhibit 4.2 to this report. The
Issuers used the net proceeds from the offering (i) to finance
their repurchase of approximately $471,320,000 aggregate
principal amount of their outstanding 6.375% Senior Notes due
2022 (the Existing Notes), of which $474,808,000 in aggregate
principal amount had been outstanding, by means of a separate,
previously announced cash tender offer commenced in connection
with the offering (the Tender Offer), including the payment of
consent payments in connection with soliciting consents to
certain proposed amendments to the indenture governing the
Existing Notes (the Consent Solicitation), (ii) for the
redemption and discharge of Existing Notes that remained
outstanding after the completion of the Tender Offer and Consent
Solicitation, (iii) for the payment of related premiums, fees,
discounts and expenses, and (iv) for the repayment of borrowings
outstanding under the Operating Partnerships revolving credit
facility.
operating partnership, CyrusOne LP, a Maryland limited
partnership (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) closed their previously announced
offering of $500 million aggregate principal amount of 5.000%
Senior Notes due 2024 (the 2024 Notes) and $300 million aggregate
principal amount of 5.375% Senior Notes due 2027 (the 2027 Notes
and, together with the 2024 Notes, the Notes). The Notes were
issued to (i) an indenture relating to the 2024 Notes, dated as
of March 17, 2017 (the 2024 Indenture), among the Issuers, the
guarantors party thereto and Wells Fargo Bank, N.A., as trustee
(the Trustee), and (ii) an indenture relating to the 2027 Notes,
dated as of March 17, 2017 (the 2027 Indenture and, together with
the 2024 Indenture, the Indentures), among the Issuers, the
guarantors party thereto and the Trustee. The Company is filing
the Indentures as Exhibit 4.1 and Exhibit 4.2 to this report. The
Issuers used the net proceeds from the offering (i) to finance
their repurchase of approximately $471,320,000 aggregate
principal amount of their outstanding 6.375% Senior Notes due
2022 (the Existing Notes), of which $474,808,000 in aggregate
principal amount had been outstanding, by means of a separate,
previously announced cash tender offer commenced in connection
with the offering (the Tender Offer), including the payment of
consent payments in connection with soliciting consents to
certain proposed amendments to the indenture governing the
Existing Notes (the Consent Solicitation), (ii) for the
redemption and discharge of Existing Notes that remained
outstanding after the completion of the Tender Offer and Consent
Solicitation, (iii) for the payment of related premiums, fees,
discounts and expenses, and (iv) for the repayment of borrowings
outstanding under the Operating Partnerships revolving credit
facility.
The Notes are senior unsecured obligations of the Issuers, which
rank equally in right of payment with all existing and future
unsecured senior indebtedness of the Issuers. The Notes will be
effectively subordinated in right of payment to any secured
indebtedness of the Issuers to the extent of the value of the
assets securing such indebtedness. The Notes will be initially
guaranteed on a joint and several basis by the Company, CyrusOne
GP and all of CyrusOne LPs existing domestic subsidiaries (other
than CyrusOne Finance Corp. and CyrusOne Government Services
LLC). Each of CyrusOne LPs restricted subsidiaries (other than
any designated excluded subsidiary or receivables entity) that
guarantees any other indebtedness of CyrusOne LP or other
indebtedness of the guarantors will be required to guarantee the
Notes in the future. Each such guarantee will be a senior
unsecured obligation of the applicable guarantor, ranking equally
with all existing and future unsecured senior indebtedness of
such guarantor and effectively subordinated to all existing and
future secured indebtedness of such guarantor to the extent of
the value of the assets securing that indebtedness. The Notes
will be structurally subordinated to all liabilities (including
trade payables) of each subsidiary of the Operating Partnership
that does not guarantee the Notes.
rank equally in right of payment with all existing and future
unsecured senior indebtedness of the Issuers. The Notes will be
effectively subordinated in right of payment to any secured
indebtedness of the Issuers to the extent of the value of the
assets securing such indebtedness. The Notes will be initially
guaranteed on a joint and several basis by the Company, CyrusOne
GP and all of CyrusOne LPs existing domestic subsidiaries (other
than CyrusOne Finance Corp. and CyrusOne Government Services
LLC). Each of CyrusOne LPs restricted subsidiaries (other than
any designated excluded subsidiary or receivables entity) that
guarantees any other indebtedness of CyrusOne LP or other
indebtedness of the guarantors will be required to guarantee the
Notes in the future. Each such guarantee will be a senior
unsecured obligation of the applicable guarantor, ranking equally
with all existing and future unsecured senior indebtedness of
such guarantor and effectively subordinated to all existing and
future secured indebtedness of such guarantor to the extent of
the value of the assets securing that indebtedness. The Notes
will be structurally subordinated to all liabilities (including
trade payables) of each subsidiary of the Operating Partnership
that does not guarantee the Notes.
The 2024 Notes will bear interest at a rate of 5.000% per annum,
payable semi-annually on March 15 and September 15 of each year,
beginning on September 15, 2017, to persons who are registered
holders of the 2024 Notes on the immediately preceding March 1
and September 1, respectively. The 2027 Notes will bear interest
at a rate of 5.375% per annum, payable semi-annually on March 15
and September 15 of each year, beginning on September 15, 2017,
to persons who are registered holders of the 2027 Notes on the
immediately preceding March 1 and September 1, respectively.
payable semi-annually on March 15 and September 15 of each year,
beginning on September 15, 2017, to persons who are registered
holders of the 2024 Notes on the immediately preceding March 1
and September 1, respectively. The 2027 Notes will bear interest
at a rate of 5.375% per annum, payable semi-annually on March 15
and September 15 of each year, beginning on September 15, 2017,
to persons who are registered holders of the 2027 Notes on the
immediately preceding March 1 and September 1, respectively.
The Indentures limit the ability of CyrusOne LP and its
restricted subsidiaries to incur indebtedness, enter into sale
and leaseback transactions, make restricted payments, create
dividend restrictions and other payment restrictions that affect
CyrusOne LPs restricted subsidiaries, permit restricted
subsidiaries to guarantee certain indebtedness, enter into
transactions with affiliates and sell assets, in each case
subject to certain qualifications set forth in the Indentures.
The Indentures also restrict the business activities of the
Company, CyrusOne GP and CyrusOne Finance Corp. CyrusOne LP and
its restricted subsidiaries are also required to maintain total
unencumbered assets of at least 150% of their unsecured
indebtedness on a consolidated basis.
restricted subsidiaries to incur indebtedness, enter into sale
and leaseback transactions, make restricted payments, create
dividend restrictions and other payment restrictions that affect
CyrusOne LPs restricted subsidiaries, permit restricted
subsidiaries to guarantee certain indebtedness, enter into
transactions with affiliates and sell assets, in each case
subject to certain qualifications set forth in the Indentures.
The Indentures also restrict the business activities of the
Company, CyrusOne GP and CyrusOne Finance Corp. CyrusOne LP and
its restricted subsidiaries are also required to maintain total
unencumbered assets of at least 150% of their unsecured
indebtedness on a consolidated basis.
In the event of a Change of Control Trigger Event (as defined
in the Indentures), holders of the 2024 Notes or 2027 Notes, as
applicable, will have the right to require the Issuers to
repurchase all or any part of the 2024 Notes or the 2027 Notes,
as applicable, at a purchase price equal to 101% of the
principal amount of such Notes, plus accrued and unpaid
interest and additional interest, if any, to the date of such
repurchase.
in the Indentures), holders of the 2024 Notes or 2027 Notes, as
applicable, will have the right to require the Issuers to
repurchase all or any part of the 2024 Notes or the 2027 Notes,
as applicable, at a purchase price equal to 101% of the
principal amount of such Notes, plus accrued and unpaid
interest and additional interest, if any, to the date of such
repurchase.
The 2024 Notes will mature on March 15, 2024. However, prior to
March 15, 2020, the Issuers may, at their option, redeem some
or all of the 2024 Notes at a redemption price equal to 50% of
the principal amount of the 2024 Notes, together with accrued
and unpaid interest and additional interest, if any, plus a
make-whole premium. On or after March 15, 2020, the Issuers
may, at their option, redeem some or all of the 2024 Notes at
any time at declining redemption prices equal to (i) 102.500%
beginning on March 15, 2020, (ii) 101.250% beginning on March
15, 2021 and (iii) 100.000% beginning on March 15, 2022 and
thereafter, plus, in each case, accrued and unpaid interest and
additional interest, if any, to the applicable redemption date.
In addition, before March 15, 2020, and subject to certain
conditions, the Issuers may, at their option, redeem up to 40%
of the aggregate principal amount of 2024 Notes with the net
proceeds of certain equity offerings at 105.000% of the
principal amount thereof, plus accrued and unpaid interest and
additional interest, if any, to the date of redemption;
provided>that (i) at least 55% of the aggregate principal
amount of 2024 Notes remains outstanding and (ii) the
redemption occurs within 90 days of the closing of any such
equity offering.
March 15, 2020, the Issuers may, at their option, redeem some
or all of the 2024 Notes at a redemption price equal to 50% of
the principal amount of the 2024 Notes, together with accrued
and unpaid interest and additional interest, if any, plus a
make-whole premium. On or after March 15, 2020, the Issuers
may, at their option, redeem some or all of the 2024 Notes at
any time at declining redemption prices equal to (i) 102.500%
beginning on March 15, 2020, (ii) 101.250% beginning on March
15, 2021 and (iii) 100.000% beginning on March 15, 2022 and
thereafter, plus, in each case, accrued and unpaid interest and
additional interest, if any, to the applicable redemption date.
In addition, before March 15, 2020, and subject to certain
conditions, the Issuers may, at their option, redeem up to 40%
of the aggregate principal amount of 2024 Notes with the net
proceeds of certain equity offerings at 105.000% of the
principal amount thereof, plus accrued and unpaid interest and
additional interest, if any, to the date of redemption;
provided>that (i) at least 55% of the aggregate principal
amount of 2024 Notes remains outstanding and (ii) the
redemption occurs within 90 days of the closing of any such
equity offering.
The 2027 Notes will mature on March 15, 2027. However, prior to
March 15, 2022, the Issuers may, at their option, redeem some
or all of the 2027 Notes at a redemption price equal to 50% of
the principal amount of the 2027 Notes, together with accrued
and unpaid interest and additional interest, if any, plus a
make-whole premium. On or after March 15, 2022, the Issuers
may, at their option, redeem some or all of the 2027 Notes at
any time at declining redemption prices equal to (i) 102.688%
beginning on March 15, 2022, (ii) 101.792% beginning on March
15, 2023, (iii) 100.896% beginning on March 15, 2024 and (iv)
100.000% beginning on March 15, 2025 and thereafter, plus, in
each case, accrued and unpaid interest and additional interest,
if any, to the applicable redemption date. In addition, before
March 15, 2020, and subject to certain conditions, the Issuers
may, at their option, redeem up to 40% of the aggregate
principal amount of 2027 Notes with the net proceeds of certain
equity offerings at 105.375% of the principal amount thereof,
plus accrued and unpaid interest and additional interest, if
any, to the date of redemption; provided>that (i) at least
55% of the aggregate principal amount of 2027 Notes remains
outstanding and (ii) the redemption occurs within 90 days of
the closing of any such equity offering.
March 15, 2022, the Issuers may, at their option, redeem some
or all of the 2027 Notes at a redemption price equal to 50% of
the principal amount of the 2027 Notes, together with accrued
and unpaid interest and additional interest, if any, plus a
make-whole premium. On or after March 15, 2022, the Issuers
may, at their option, redeem some or all of the 2027 Notes at
any time at declining redemption prices equal to (i) 102.688%
beginning on March 15, 2022, (ii) 101.792% beginning on March
15, 2023, (iii) 100.896% beginning on March 15, 2024 and (iv)
100.000% beginning on March 15, 2025 and thereafter, plus, in
each case, accrued and unpaid interest and additional interest,
if any, to the applicable redemption date. In addition, before
March 15, 2020, and subject to certain conditions, the Issuers
may, at their option, redeem up to 40% of the aggregate
principal amount of 2027 Notes with the net proceeds of certain
equity offerings at 105.375% of the principal amount thereof,
plus accrued and unpaid interest and additional interest, if
any, to the date of redemption; provided>that (i) at least
55% of the aggregate principal amount of 2027 Notes remains
outstanding and (ii) the redemption occurs within 90 days of
the closing of any such equity offering.
The above description of the Indentures does not purport to be
a complete statement of the parties rights and obligations
under the Indentures and is qualified in its entirety by
reference to the terms of the Indentures, copies of which are
attached hereto as Exhibit 4.1 and Exhibit 4.2 and incorporated
herein by reference.
a complete statement of the parties rights and obligations
under the Indentures and is qualified in its entirety by
reference to the terms of the Indentures, copies of which are
attached hereto as Exhibit 4.1 and Exhibit 4.2 and incorporated
herein by reference.
The Notes and the related guarantees have not been registered
under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements.
under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements.
Registration Rights Agreements
On March 17, 2017, the Issuers entered into (i) a registration
rights agreement relating to the 2024 Notes, by and among the
Issuers, the guarantors party thereto and J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner Smith
Incorporated and RBC Capital Markets, LLC, as representatives
of the initial purchasers of the 2024 Notes (the 2024
Registration Rights Agreement), and (ii) a registration rights
agreement relating to the 2027 Notes, by and among the Issuers,
the guarantors party thereto and J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner Smith Incorporated and RBC
Capital Markets, LLC, as representatives of the initial
purchasers of the 2027 Notes (the 2027 Registration Rights
Agreement and, together with the 2024 Registration Rights
Agreement, the Registration Rights Agreements), which will give
holders of the Notes certain exchange and registration rights
with respect to the 2024 Notes and the 2027 Notes, as
applicable. to each Registration Rights Agreement, the Issuers
have agreed to use commercially reasonable efforts to file an
exchange offer registration statement with the Securities and
Exchange Commission and to have the registration statement
rights agreement relating to the 2024 Notes, by and among the
Issuers, the guarantors party thereto and J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner Smith
Incorporated and RBC Capital Markets, LLC, as representatives
of the initial purchasers of the 2024 Notes (the 2024
Registration Rights Agreement), and (ii) a registration rights
agreement relating to the 2027 Notes, by and among the Issuers,
the guarantors party thereto and J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner Smith Incorporated and RBC
Capital Markets, LLC, as representatives of the initial
purchasers of the 2027 Notes (the 2027 Registration Rights
Agreement and, together with the 2024 Registration Rights
Agreement, the Registration Rights Agreements), which will give
holders of the Notes certain exchange and registration rights
with respect to the 2024 Notes and the 2027 Notes, as
applicable. to each Registration Rights Agreement, the Issuers
have agreed to use commercially reasonable efforts to file an
exchange offer registration statement with the Securities and
Exchange Commission and to have the registration statement
declared effective on or prior to the 390th day after the
issue date of the Notes, and to complete an exchange offer.
In addition, under certain circumstances, the Issuers may be
required to file a shelf registration statement to cover
resales of the 2024 Notes or 2027 Notes, as applicable. The
Issuers are required to pay additional interest if they fail
to comply with their obligations to register the Notes within
the specified time periods.
issue date of the Notes, and to complete an exchange offer.
In addition, under certain circumstances, the Issuers may be
required to file a shelf registration statement to cover
resales of the 2024 Notes or 2027 Notes, as applicable. The
Issuers are required to pay additional interest if they fail
to comply with their obligations to register the Notes within
the specified time periods.
The above description of the Registration Rights Agreements
does not purport to be a complete statement of the parties
rights and obligations under the Registration Rights
Agreements and is qualified in its entirety by reference to
the terms of the Registration Rights Agreements, copies of
which are attached hereto as Exhibit 4.5 and Exhibit 4.6 and
incorporated herein by reference.
does not purport to be a complete statement of the parties
rights and obligations under the Registration Rights
Agreements and is qualified in its entirety by reference to
the terms of the Registration Rights Agreements, copies of
which are attached hereto as Exhibit 4.5 and Exhibit 4.6 and
incorporated herein by reference.
Third Supplemental Indenture
On March 15, 2017, the Issuers successfully completed the
Consent Solicitation in respect of certain proposed
amendments to the indenture, dated as of November 20, 2012,
among the Issuers, the guarantors party thereto and the
Trustee (the Existing Notes Indenture). On March 17, 2017,
the Issuers entered into a Third Supplemental Indenture among
the Issuers, the guarantors party thereto and the Trustee
(the Third Supplemental Indenture), to amend the Existing
Notes Indenture. The Third Supplemental Indenture reduced the
notice requirements for optional redemption from 30 days to 3
business days, eliminated substantially all of the
restrictive covenants and several events of default and
eliminated or modified certain other provisions contained in
the Existing Notes Indenture.
Consent Solicitation in respect of certain proposed
amendments to the indenture, dated as of November 20, 2012,
among the Issuers, the guarantors party thereto and the
Trustee (the Existing Notes Indenture). On March 17, 2017,
the Issuers entered into a Third Supplemental Indenture among
the Issuers, the guarantors party thereto and the Trustee
(the Third Supplemental Indenture), to amend the Existing
Notes Indenture. The Third Supplemental Indenture reduced the
notice requirements for optional redemption from 30 days to 3
business days, eliminated substantially all of the
restrictive covenants and several events of default and
eliminated or modified certain other provisions contained in
the Existing Notes Indenture.
The above description of the Third Supplemental Indenture
does not purport to be a complete statement of the parties
rights and obligations under the Third Supplemental Indenture
and is qualified in its entirety by reference to the terms of
the Third Supplemental Indenture, a copy of which is attached
hereto as Exhibit 4.7 and incorporated herein by reference.
does not purport to be a complete statement of the parties
rights and obligations under the Third Supplemental Indenture
and is qualified in its entirety by reference to the terms of
the Third Supplemental Indenture, a copy of which is attached
hereto as Exhibit 4.7 and incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT
The information in Item 1.01 of this Current Report is
incorporated by reference into this Item 2.03.
incorporated by reference into this Item 2.03.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGES IN FISCAL YEAR
CHANGES IN FISCAL YEAR
On March 15, 2017, the Board of Directors (the Board) of the
Company approved an amendment and restatement of the Companys
Amended and Restated Bylaws (the Bylaws and as amended and
restated, the Amended Bylaws) to provide stockholders, in
addition to the Board, with the ability to amend the Bylaws.
The Amended Bylaws were effective immediately upon approval
by the Board. The change effected by the Amended Bylaws is
reflected in Article XV of the Amended Bylaws and provides
that stockholders, in addition to the Board, may alter or
repeal any provision of the Amended Bylaws, and may adopt new
bylaw provisions, in each case with the affirmative vote of a
majority of votes entitled to be cast on the matter. This
description of the change effected to Article XV of the
Amended Bylaws is qualified in its entirety by reference to
the full text of the Amended Bylaws, a copy of which is
attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Company approved an amendment and restatement of the Companys
Amended and Restated Bylaws (the Bylaws and as amended and
restated, the Amended Bylaws) to provide stockholders, in
addition to the Board, with the ability to amend the Bylaws.
The Amended Bylaws were effective immediately upon approval
by the Board. The change effected by the Amended Bylaws is
reflected in Article XV of the Amended Bylaws and provides
that stockholders, in addition to the Board, may alter or
repeal any provision of the Amended Bylaws, and may adopt new
bylaw provisions, in each case with the affirmative vote of a
majority of votes entitled to be cast on the matter. This
description of the change effected to Article XV of the
Amended Bylaws is qualified in its entirety by reference to
the full text of the Amended Bylaws, a copy of which is
attached hereto as Exhibit 3.1 and incorporated herein by
reference.
ITEM 8.01 – OTHER EVENTS
Tender Offer
On March 15, 2017, the Issuers announced the early tender
results of the Tender Offer. As of 5:00 p.m., New York City
time, on March 15, 2017 (the Consent Payment Deadline),
approximately $471,320,000 aggregate principal amount of the
outstanding Notes (representing approximately 99.27% of the
outstanding Notes) had been tendered along with related
consents.
results of the Tender Offer. As of 5:00 p.m., New York City
time, on March 15, 2017 (the Consent Payment Deadline),
approximately $471,320,000 aggregate principal amount of the
outstanding Notes (representing approximately 99.27% of the
outstanding Notes) had been tendered along with related
consents.
A copy of the press release announcing the early tender
results is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
results is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
On March 17, 2017, the Issuers accepted for purchase
approximately $471,320,000 aggregate principal amount of
their Existing Notes tendered in connection with the Tender
Offer. The Existing Notes accepted for payment were all
tendered on or prior to the Consent Payment Deadline,
subject to the terms of the Tender Offer. Holders who
validly tendered their Existing Notes on or before the
Consent Payment Deadline and whose Existing Notes were
accepted for purchase received total consideration of
$1,063.21 per $1,000 principal amount of Existing Notes,
including a consent payment equal to $30.00 per $1,000
principal amount of Existing Notes, subject to the terms
and conditions of the Tender Offer.
approximately $471,320,000 aggregate principal amount of
their Existing Notes tendered in connection with the Tender
Offer. The Existing Notes accepted for payment were all
tendered on or prior to the Consent Payment Deadline,
subject to the terms of the Tender Offer. Holders who
validly tendered their Existing Notes on or before the
Consent Payment Deadline and whose Existing Notes were
accepted for purchase received total consideration of
$1,063.21 per $1,000 principal amount of Existing Notes,
including a consent payment equal to $30.00 per $1,000
principal amount of Existing Notes, subject to the terms
and conditions of the Tender Offer.
A copy of the press release announcing the acceptance of
the Existing Notes for purchase is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
the Existing Notes for purchase is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
Redemption and Satisfaction and Discharge of Existing Notes
On March 17, 2017, the Issuers delivered a notice to the
Trustee under the Existing Notes Indenture, notifying the
Trustee of their election to redeem (the Existing Notes
Redemption) on March 22, 2017 (the Existing Notes
Redemption Date) all of the Existing Notes that remain
outstanding following the consummation of the Tender Offer.
Trustee under the Existing Notes Indenture, notifying the
Trustee of their election to redeem (the Existing Notes
Redemption) on March 22, 2017 (the Existing Notes
Redemption Date) all of the Existing Notes that remain
outstanding following the consummation of the Tender Offer.
Prior to the Existing Notes Redemption Date, the Issuers
will deliver and irrevocably deposit funds with the Trustee
in connection with the satisfaction and discharge of the
Issuers obligations under the Existing Notes Indenture (the
Discharge). The Issuers have instructed the Trustee to
provide notice of the Existing Notes Redemption and the
Discharge to holders of the Existing Notes. The Existing
Notes Redemption and the Discharge will be made to the
terms of the Existing Notes Indenture.
will deliver and irrevocably deposit funds with the Trustee
in connection with the satisfaction and discharge of the
Issuers obligations under the Existing Notes Indenture (the
Discharge). The Issuers have instructed the Trustee to
provide notice of the Existing Notes Redemption and the
Discharge to holders of the Existing Notes. The Existing
Notes Redemption and the Discharge will be made to the
terms of the Existing Notes Indenture.
This report does not constitute a notice of redemption
under the optional redemption provisions of the Existing
Notes Indenture, nor does it constitute an offer to sell,
or a solicitation of an offer to buy, any security. No
offer, solicitation, or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale
would be unlawful.
under the optional redemption provisions of the Existing
Notes Indenture, nor does it constitute an offer to sell,
or a solicitation of an offer to buy, any security. No
offer, solicitation, or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale
would be unlawful.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws of CyrusOne Inc.
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4.1
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Indenture, dated as of March 17, 2017, by and
among CyrusOne LP and CyrusOne Finance Corp., as issuers, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, relating to the 5.000% Senior Notes due 2024. |
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4.2
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Indenture, dated as of March 17, 2017, by and
among CyrusOne LP and CyrusOne Finance Corp., as issuers, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, relating to the 5.375% Senior Notes due 2027. |
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4.3
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Form of 5.000% Senior Note due 2024 (included
in Exhibit 4.1) |
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4.4
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Form of 5.375% Senior Note due 2027 (included
in Exhibit 4.2) |
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4.5
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Registration Rights Agreement dated March 17,
2017, among CyrusOne LP, CyrusOne Finance Corp., the guarantors party thereto and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated and RBC Capital Markets, LLC, as representatives of the initial purchasers. |
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4.6
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Registration Rights Agreement dated March 17,
2017, among CyrusOne LP, CyrusOne Finance Corp., the guarantors party thereto and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated and RBC Capital Markets, LLC, as representatives of the initial purchasers. |
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4.7
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Third Supplemental Indenture, dated as of March
17, 2017, by and among CyrusOne LP and CyrusOne Finance Corp., as issuers, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee. |
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99.1
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Press Release Announcing Early Results of
Tender Offer |
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99.2
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Press Release Announcing the Acceptance of the
Existing Notes for Purchase |
About CYRUSONE INC. (NASDAQ:CONE)
CyrusOne Inc. is a real estate investment trust. The Company is an owner, operator and developer of enterprise-class, carrier-neutral, multi-tenant data center properties. The Company’s data centers are generally purpose-built facilities with redundant power and cooling. The CyrusOne National IX Platform (the National IX Platform) delivers interconnection across states and between metro-enabled sites within the CyrusOne footprint and beyond. The Company has data centers in the United States, London and Singapore. The Company provides mission-critical data center facilities that protect and ensure the continued operation of information technology (IT) infrastructure for approximately 930 customers in over 30 data centers and approximately two recovery centers in over 10 distinct markets, collectively providing approximately 2,954,000 net rentable square feet (NRSF). The Company provides round the clock security guard monitoring with customizable security features. CYRUSONE INC. (NASDAQ:CONE) Recent Trading Information
CYRUSONE INC. (NASDAQ:CONE) closed its last trading session up +0.79 at 51.18 with 1,555,316 shares trading hands.
