CYRUSONE INC. (NASDAQ:CONE) Files An 8-K Other EventsItem 8.01 — Other Events.
On October 18, 2017, Cheetah Asia Holdings LLC (“Purchaser”), a Delaware limited liability company and a wholly owned subsidiary of CyrusOne Inc. (“CyrusOne”), CyrusOne LLC (“CyrusOne LLC”), a Delaware limited liability company and a wholly owned subsidiary of CyrusOne, and GDS Holdings Limited (“GDS”), a Cayman Islands exempted company, entered into a share purchase agreement (the “Share Purchase Agreement”) to which Purchaser subscribed for and purchased, and GDS issued, sold and delivered, a number of Ordinary Shares having an aggregate principal amount of $100,000,000.00 (the “Sale Shares”). On October 23, 2017, the parties completed the transactions contemplated by the Share Purchase Agreement.
In connection with the purchase of the Sale Shares to the Share Purchase Agreement, on October 23, 2017, Purchaser, CyrusOne LLC, GDS and Mr. William Wei Huang (“Mr. Huang”) entered into an investor rights agreement (the “Investor Rights Agreement”). Under the Investor Rights Agreement, the Sale Shares will be subject to a lock up period, expiring on the first anniversary of the date of the Share Purchase Agreement, subject to customary carve outs. The Investor Rights Agreement further provides that for so long as, among other things, Purchaser, together with its affiliates, beneficially owns at least 90% of the total number of Sale Shares, Purchaser has the right nominate a director who shall be appointed to the Board of Directors of GDS. In addition, CyrusOne LLC agreed to customary standstill provisions in the Investor Rights Agreement, which expire on April 23, 2019 (unless earlier terminated, under certain circumstances). The Investor Rights Agreement also grants certain registration rights to Purchaser in respect of the Sale Shares.
The foregoing descriptions of the Share Purchase Agreement and the Investor Rights Agreement, in each case, do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Purchase Agreement, which is filed as Exhibit 2.1 and which is incorporated herein by reference, and the Investor Rights Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits.
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Exhibit No. |
Description |
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2.1 |
Share Purchase Agreement, dated as of October 18, 2017, between Cheetah Asia Holdings LLC, CyrusOne LLC and GDS Holdings Limited. |
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99.1 |
Investor Rights Agreement, dated as of October 23, 2017, between Cheetah Asia Holdings LLC, CyrusOne LLC, GDS Holdings Limited and Mr. William Wei Huang. |
CyrusOne Inc. ExhibitEX-2.1 2 exhibit21-spa.htm EXHIBIT 2.1 Exhibit EXECUTION VERSIONExhibit 2.1SHARE PURCHASE AGREEMENT dated as of October 18,…To view the full exhibit click here
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.
