CYRUSONE INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-03-25: Form 8-K; Period of report 2022-03-23; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2022-03-04: Form 8-K; Period of report 2022-03-02; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2022-02-16: Form 8-K; Period of report 2022-02-16; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-02-01: Form 8-K; Period of report 2022-02-01; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-03-25 | 8-K | 2022-03-23 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On March 25, 2022, Parent entered into a credit agreement (the “U.S. Revolving Credit Agreement”), among Parent, as borrower, the lenders party thereto (the “Revolver Lenders”), Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Bank USA, as collateral agent, Goldman Sachs Bank USA, Barclays Bank plc, Wells Fargo Bank, N.A., and KKR Capital Markets LLC as global coordinating lead arrangers and joint lead bookrunners, Citigroup Global Markets Inc. as coordinating lead arranger and joint lead bookrunner, and BMO Capital Markets Corp., Banco Santander, S.A., Societe Generale, Sumitomo Mitsui Banking Corporation and TD Securities (USA) LLC as joint lead arrangers and joint bookrunners. 1.02 On the Closing Date, in connection with the consummation of the Merger and the entry into the U.S. Revolving Credit Agreement, Balance Sheet Loan Agreement, Short Tenor Loan Agreement and EU Loan Facilities Agreement, all of the outstanding loans under the Credit Agreement, dated as of March 29, 2018, by and among CyrusOne LP, as borrower, the subsidiary borrowers from time to time party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended on March 31, 2020 and as further amended prior to the date hereof, the “Existing Credit Agreement”), which initially provided for (i) a $1.4 billion senior unsecured multi-currency revolving credit facility, (ii) senior unsecured term loans due 2023 in a dollar equivalent principal amount of $400.0 million and (iii) senior unsecured term loans due 2025 in a principal amount of $700.0 million, were paid in full (together with accrued interest and unpaid fees and expenses related thereto but excluding certain customary contingent obligations and existing letters of credit which were cash collateralized or otherwise backstopped), all commitments to extend credit under the Existing Credit Agreement were terminated and all guarantees and security interests in respect of the Existing Credit Agreement and all other related loan documents were released. 2.01 The information in the Introductory Note above is incorporated by reference into this Item 2.01. 2.03 The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.01 The information in the Introductory Note above and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information in the Introductory Note above and in Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information in the Introductory Note above and in Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 Upon the consummation of the Merger, each of Lynn A. Wentworth, David H. Ferdman, Alex Shumate, John W. Gamble Jr., T. Tod Nielsen, Denise Olsen and William E. Sullivan ceased to be directors of the Company. 5.03 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On March 25, 2022, following the Effective Time, (i) CyrusOne LP and CyrusOne Finance Corp., a Maryland corporation and a wholly owned subsidiary of CyrusOne LP (together with CyrusOne LP, the “2019 Indenture Issuers”), delivered notices to Wells Fargo Bank, N.A., as trustee (the “Trustee”), under the Indenture, dated as of December 5, 2019 (as amended and supplemented from time to time, the “2019 Indenture”), by and among the 2019 Indenture Issuers, the Company, as the guarantor, the Trustee, and, in the case of the Third Supplemental Indenture dated as of January 22, 2020 to the 2019 Indenture, Deutsche Bank Trust Company Americas, as paying agent and security registrar, and (ii) CyrusOne Europe Finance DAC, a designated activity company organized under the laws of Ireland (the “2021 Indenture Issuer” and, together with the 2019 Indenture Issuers, the “Issuers”), delivered a notice to Deutsche Bank AG, London Branch (the “Paying Agent”), under the Indenture, dated as of May 26, 2021 (as amended, the “2021 Indenture” and together with the 2019 Indenture, the “Indentures”), among the 2021 Indenture Issuer, the Company, as the guarantor, the Trustee, the Paying Agent, and Deutsche Bank Trust Company Americas, as security registrar and authenticating agent, in each case notifying the Trustee and the Paying Agent, as applicable, of their election to redeem in full (the “Redemption”) on April 11, 2022 all of the outstanding (a) 2.900% Senior Notes due 2024 (the “2024 Notes”) issued by the 2019 Indenture Issuers, (b) 2027 Notes issued by the 2019 Indenture Issuers, (c) 3.450% Senior Notes due 2029 (the “2029 Notes”) issued by the 2019 Indenture Issuers, (d) 2.150% Senior Notes due 2030 (the “2030 Notes”) issued by the 2019 Indenture Issuers and (e) 1.125% Senior Notes due 2028 (the “2028 Notes” and, together with the 2024 Notes, the 2027 Notes, the 2029 Notes and the 2030 Notes, the “Notes”) issued by the 2021 Indenture Issuer. | tm229713d1_8k.htm |
| 2022-03-04 | 8-K | 2022-03-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 — Entry into a Material Definitive Agreement. | tm227977d1_8k.htm |
| 2022-02-16 | 8-K | 2022-02-16 | 2.02 Results of Operations and Financial Condition | 2.02 On February 16, 2022, CyrusOne Inc. issued a press release announcing the financial results and supplemental information for the fourth quarter and full year ended December 31, 2021. | cone-20220216.htm |
| 2022-02-01 | 8-K | 2022-02-01 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 As previously disclosed, on November 14, 2021, CyrusOne Inc., a Maryland corporation (“CyrusOne” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cavalry Parent L.P., a Delaware limited partnership (“Parent”), and Cavalry Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. 8.01 On February 1, 2022, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. | tm225019d1_8k.htm |
| 2022-01-25 | 8-K | 2022-01-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 As previously disclosed, on November 14, 2021, CyrusOne Inc., a Maryland corporation (“CyrusOne” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cavalry Parent L.P., a Delaware limited partnership (“Parent”), and Cavalry Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. 8.01 As a result of the entry into the Amendment, the Company has determined to voluntarily supplement the Proxy Statement as described in this Current Report on Form 8-K. These supplemental disclosures will not affect the merger consideration to be paid to CyrusOne stockholders in connection with the Merger or the timing of the special meeting of stockholders of the Company, which is scheduled to be held on February 1, 2022 at 9:30 a.m., Central Time (10:30 a.m., Eastern Time), in a virtual-only meeting format, at https://meetnow.global/MTUZUCT (the “Special Meeting”). | tm223930d4_8k.htm |
| 2022-01-21 | 8-K | 2022-01-21 | 8.01 Other Events | 8.01 As previously disclosed, on November 14, 2021, CyrusOne Inc., a Maryland corporation (“CyrusOne” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cavalry Parent L.P., a Delaware limited partnership (“Parent”), and Cavalry Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | tm223930d1_8k.htm |
| 2022-01-21 | 8-K | 2022-01-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 14, 2022, CyrusOne LLC (“CONE”) and CyrusOne LP (“CONE LP”, and collectively with CONE, each a “Seller” and, collectively, the “Sellers”), two wholly-owned subsidiaries of CyrusOne Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Data Center Houston LLC (“Purchaser”), pursuant to which Purchaser has agreed to acquire substantially all of the assets exclusively related to the operation of four facilities in the Houston area comprising the Sellers’ Houston-based data center business (the “Business”) for a purchase price of $670,000,000 in cash (the “Asset Purchase”). | tm223930d3_8k.htm |
| 2022-01-05 | 8-K | 2021-12-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 14, 2021, by and among CyrusOne Inc., a Maryland corporation (the “Company”), Cavalry Parent L.P., a Delaware limited partnership (“Parent”), and Cavalry Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, the Company has established a cash-based deal retention bonus program for the benefit of certain Company employees. | tm2134342d3_8k.htm |