CYRUSONE INC. (NASDAQ:CONE) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November3, 2017, CyrusOne Inc., a Maryland corporation (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 $200.0 million aggregate principal amount of their 5.000% senior notes due 2024 (the “New 2024 Notes”) and $200.0 million aggregate principal amount of their 5.375% senior notes due 2027 (the “New 2027 Notes” and, together with the New 2024 Notes, the “New Notes”). The New 2024 Notes have terms substantially identical to those of the 5.000% notes due 2024 issued by the Issuers on March 17, 2017 (the “Original 2024 Notes”), and the New 2027 Notes have terms substantially identical to those of the 5.375% notes due 2027 issued by the Issuers on March 17, 2017 (the “Original 2027 Notes” and, together with the Original 2024 Notes, the “Original Notes”). The Issuers intend to use the net proceeds from the offering to repay borrowings outstanding under the Operating Partnership’s revolving credit facility.
In connection with the issuance of the New Notes, the Issuers entered into the Registration Rights Agreements (as defined below).
Registration Rights Agreements
On November3, 2017, the Issuers entered into (i)a registration rights agreement relating to the New 2024 Notes, by and among the Issuers, the guarantors party thereto and J.P. Morgan SecuritiesLLC, Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc., as representatives of the initial purchasers of the New 2024 Notes (the “2024 Registration Rights Agreement”), and (ii)a registration rights agreement relating to the New 2027 Notes, by and among the Issuers, the guarantors party thereto and J.P. Morgan SecuritiesLLC, Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc., as representatives of the initial purchasers of the New 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 New Notes certain exchange and registration rights with respect to the New 2024 Notes and the New 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 Original 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 New 2024 Notes or New 2027 Notes, as applicable. The Issuers are required to pay additional interest if they fail to comply with their obligations to register the New 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 Exhibit4.1 and Exhibit4.2 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
The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
ITEM 9.01 — EXHIBITS
(d)Exhibits
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ExhibitNo. |
Description |
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4.1 |
5.000% Senior Notes due 2024 Registration Rights Agreement dated November3, 2017, among CyrusOne LP, CyrusOne Finance Corp., the guarantors party thereto and J.P. Morgan SecuritiesLLC, Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc., as representatives of the initial purchasers. |
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4.2 |
5.375% Senior Notes due 2027 Registration Rights Agreement dated November3, 2017, among CyrusOne LP, CyrusOne Finance Corp., the guarantors party thereto and J.P. Morgan SecuritiesLLC, Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc., as representatives of the initial purchasers. |