CYRUSONE INC. (NASDAQ:CONE) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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CYRUSONE INC. (NASDAQ:CONE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On December21, 2017, CyrusOne Dutch Holdings B.V. (“Purchaser”), a Dutch limited liability company and a wholly owned subsidiary of CyrusOne Inc. (the “Company”), CyrusOne LP, a Maryland limited partnership and a wholly owned subsidiary of the Company, Zenium TopCo Limited (“Zenium”), a Cayman Islands company, ZTP Seller Rep, LLC, a Delaware limited liability company, Quantum Strategic Partners Ltd. (“Quantum”), a Cayman Islands company, and certain other sellers (together with Quantum, the “Sellers”), entered into a definitive agreement (the “Sale and Purchase Agreement”) to which Purchaser agreed to purchase, and the Sellers agreed to sell, all of the issued share capital in Zenium and certain other affiliated entities. Zenium is a data center provider in Europe with four properties in London and Frankfurt.

to the Sale and Purchase Agreement, the Purchaser will pay aggregate cash consideration of approximately $442 million, subject to various adjustments, including for working capital and capital expenditures through closing.

The Sale and Purchase Agreement contains customary warranties and covenants of the parties, and Sellers have agreed to indemnify Purchaser and its affiliates for matters related to Zenium’s former ownership of a disposed business and certain other matters.

The transaction is expected to close in the first quarter of 2018, subject to the receipt of a German regulatory approval and the satisfaction of other customary closing conditions.

This description is qualified in its entirety by reference to the Sale and Purchase Agreement, which is filed as Exhibit99.1 to this 8-K.

Item 1.01 Regulation FD Disclosure

On December21, 2017, the Company issued a press release announcing that it had entered into the Sale and Purchase Agreement. A copy of such press release is furnished herewith as Exhibit99.2.

Item 1.01 Financial Statements and Exhibits.

(d)Exhibits


CyrusOne Inc. Exhibit
EX-99.1 2 a17-28989_1ex99d1.htm EX-99.1 Exhibit 99.1   EXECUTION VERSION     DATED 21   DECEMBER   2017                                             SALE AND PURCHASE AGREEMENT relating to the issued share capital of ZENIUM TOPCO LIMITED and ZENIUM MANAGEMENT LIMITED           The Sale and Purchase Agreement is being filed as an exhibit to this report in order to provide investors with information regarding its terms. It is not intended to provide any other financial or factual information about CyrusOne or the other others parties to the Sale and Purchase Agreement. The warranties and covenants contained in the Sale and Purchase Agreement were made only for purposes of that agreement and as of specific dates,…
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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.