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Cyxtera Technologies, Inc. Form 8-K: Current report

Cyxtera Technologies, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2024-01-24: Form 8-K; Period of report 2024-01-19; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2024-01-19: Form 8-K; Period of report 2024-01-12; Description 1.03 Bankruptcy or Receivership; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.03.
  • 2023-12-26: Form 8-K; Period of report 2023-12-21; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2023-11-22: Form 8-K; Period of report 2023-11-21; Description 7.01 Regulation FD Disclosure; Details 7.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2024-01-248-K2024-01-197.01 Regulation FD Disclosure7.01 On January 19, 2024, the Company filed with the Bankruptcy Court its monthly operating report for the period ended November 30, 2023 (the “Monthly Operating Report”).cyxt-20240119.htm
2024-01-198-K2024-01-121.03 Bankruptcy or Receivership; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.03 On November 16, 2023, the Bankruptcy Court held a confirmation hearing to approve the Company’s Fourth Amended Joint Plan of Reorganization of Cyxtera Technologies, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code and the Transactions contemplated thereunder (the “Plan”).
3.03 The Plan provides that on the Effective Date, except with respect to the new takeback facility or to the extent otherwise provided in the Plan, including in Article V.A thereof, all notes, instruments, certificates and other documents evidencing claims or interests, including first lien credit documents and all other credit agreements and indentures, shall be cancelled, and the obligations of the Company Parties and any non-debtor affiliate thereunder or in any way related thereto, including any liens and/or claims in connection therewith, shall be deemed satisfied in full, cancelled, discharged, released, and of no force or effect, and the agents named in the Plan shall be released from all duties and obligations thereunder.
5.02 The Plan provides that on the Effective Date the Company’s board of directors will be dissolved and any remaining officers will be deemed to have resigned.
cyxt-20240112.htm
2023-12-268-K2023-12-217.01 Regulation FD Disclosure7.01 On December 21, 2023, the Company filed with the Bankruptcy Court its monthly operating report for the period ended November 30, 2023 (the “Monthly Operating Report”).cyxt-20231221.htm
2023-11-228-K2023-11-217.01 Regulation FD Disclosure7.01 On November 21, 2023, the Company filed with the Bankruptcy Court its monthly operating report for the period ended October 31, 2023 (the “Monthly Operating Report”).cyxt-20231121.htm
2023-11-028-K2023-10-311.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 A copy of the press release dated November 1, 2023 issued by the Company announcing the entry into the Purchase Agreement is attached hereto as Exhibit 99.1.
cyxt-20231031.htm
2023-10-248-K2023-10-207.01 Regulation FD Disclosure7.01 On October 20, 2023, the Company filed with the Bankruptcy Court its monthly operating report for the period ended September 30, 2023 (the “Monthly Operating Report”).cyxt-20231020.htm
2023-09-228-K2023-09-217.01 Regulation FD Disclosure7.01 On September 21, 2023, the Company filed with the Bankruptcy Court its monthly operating report for the period ended August 31, 2023 (the “Monthly Operating Report”).cyxt-20230921.htm
2023-08-228-K2023-08-217.01 Regulation FD Disclosure7.01 On August 21, 2023, the Company filed with the Bankruptcy Court its monthly operating report for the period ended July 31, 2023 (the “Monthly Operating Report”).cyxt-20230821.htm
2023-07-248-K2023-07-217.01 Regulation FD Disclosure7.01 On July 21, 2023, the Company filed with the Bankruptcy Court its monthly operating report for the period ended June 30, 2023 (the “Monthly Operating Report”).cyxt-20230721.htm
2023-06-098-K2023-06-061.01 Entry into a Material Definitive Agreement; 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 Listing1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
3.01 On June 6, 2023, the Company received written notice (the “Delisting Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that the Company’s Class A common stock will be delisted from Nasdaq.
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2023-06-058-K2023-06-041.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure1.03 On June 4, 2023 (the “Petition Date”), Cyxtera Technologies, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court in the District of New Jersey (the “Bankruptcy Court”).
2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
7.01 A copy of the press release dated June 4, 2023 issued by the Company announcing the filing of the Chapter 11 Cases is attached hereto as Exhibit 99.1.
d497336d8k.htm
2023-05-228-K2023-05-191.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 On May 19, 2023, the Board elected Scott Vogel to serve as a member of the Board.
cyxt-20230519.htm
2023-05-118-K2023-05-053.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On May 5, 2023, Cyxtera Technologies, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has failed to maintain a minimum bid price of at least $1.00 per share for the prior 30 consecutive trading day period from March 22, 2023 to May 4, 2023, based upon the closing bid price for its Class A common stock, as required by Nasdaq Listing Rule 5450(a)(2) (the “Bid Price Requirement”).cyxt-20230505.htm
2023-05-058-K2023-05-021.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.02 On May 4, 2023, the Company issued a press release announcing its financial results for the three months ended March 31, 2023.
2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
7.01 A copy of the press release dated May 4, 2023 issued by the Company announcing the entry into the Restructuring Support Agreement and the 2023 First Lien Term Facility is attached hereto as Exhibit 99.1.
cyxt-20230502.htm
2023-05-018-K2023-04-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Led by the Board of Directors (the “Board”) of Cyxtera Technologies, Inc. (the “Company”), the Company has conducted a comprehensive review of its compensation program for its entire workforce to determine whether it continues to effectively incentivize and retain its executives and employees in light of the Company’s ongoing consideration of alternatives for its capital structure and refinancing of its existing debt.cyxt-20230425.htm
2023-04-288-K2023-04-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On April 24, 2023, the Board of Directors (the “Board”) of Cyxtera Technologies, Inc. (the “Company”) elected Frederick Arnold and Roger Meltzer to serve as members of the Board.
8.01 On April 24, 2023, the Company appointed Greg Waters to the Audit Committee of the Board.
cyxt-20230424.htm
2023-03-308-K2023-03-303.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On March 30, 2023, Cyxtera Technologies, Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the resignations of Melissa Hathaway and Michelle Felman from the Company’s board of directors and audit committee, effective on March 28, 2023, the Company no longer complies with Nasdaq’s audit committee requirements as set forth in Nasdaq Listing Rules 5605, which requires an audit committee of at least three independent directors.cyxt-20230330.htm
2023-03-298-K2023-03-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 27, 2023, Jeffrey C. Smith resigned as a member of the Board of Directors (the “Board”) of Cyxtera Technologies, Inc. (the “Company”), effective immediately.cyxt-20230327.htm
2023-03-228-K2023-03-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 22, 2023, Cyxtera Technologies, Inc. (the “Company”) announced that Mr. Randy Rowland will step down as the Company’s Chief Operating Officer, effective March 31, 2023.cyxt-20230322.htm
2023-03-168-K2023-03-162.02 Results of Operations and Financial Condition2.02 On March 16, 2023, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the year and quarter ended December 31, 2022.cyxt-20230316.htm
2022-11-168-K2022-11-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On November 10, 2022, Raymond Svider resigned from the Board of Directors (the “Board”) of Cyxtera Technologies, Inc., a Delaware corporation (the “Company”).
7.01 On November 16, 2022, the Company issued a press release announcing that its Board of Directors has determined to delay completion of its previously announced conversion to a real estate investment trust for federal income tax purposes.
cyxt-20221110.htm
2022-11-088-K2022-11-082.02 Results of Operations and Financial Condition2.02 On November 8, 2022, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2022.cyxt-20221108.htm
2022-09-138-K2022-09-137.01 Regulation FD Disclosure7.01 On September 13, 2022, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing that its Board of Directors approved the Company’s conversion to a real estate investment trust under the U.S. Internal Revenue Code of 1986, as amended.cyxt-20220913.htm
2022-08-118-K2022-08-112.02 Results of Operations and Financial Condition2.02 On August 11, 2022, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022.cyxt-20220811.htm
2022-06-148-K2022-06-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 8, 2022, Cyxtera Technologies, Inc. (the “Company” or “Cyxtera”) held its 2022 annual meeting of stockholders (“2022 Annual Meeting”).cyxt-20220608.htm
2022-06-098-K2022-06-085.07 Submission of Matters to a Vote of Security Holders5.07 On June 8, 2022, Cyxtera Technologies, Inc. (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”).cyxt-20220608.htm
2022-05-128-K2022-05-122.02 Results of Operations and Financial Condition2.02 On May 12, 2022, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022.cyxt-20220512.htm
2022-04-118-K2022-04-115.08 Shareholder Director Nominations; 8.01 Other Events5.08 To the extent applicable, the information in Item 8.01 of this report is incorporated by reference into this Item 5.08.
8.01 The Board of Directors of Cyxtera Technologies, Inc. (the “Company”) has established June 8, 2022 as the date of the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”).
cyxt-20220411.htm
2022-03-228-K2022-03-222.02 Results of Operations and Financial Condition2.02 On March 22, 2022, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2021.cyxt-20220322.htm
2022-02-028-K2022-01-313.02 Unregistered Sales of Equity Securities3.02 On January 31, 2022, Cyxtera Technologies, Inc. (the “Company”) issued a total of 7,500,000 shares (the “Optional Shares”) of Class A common stock, par value $0.0001 per share (the “Class A common stock”), at a price of $10 per share, to SIS Holdings LP and certain clients of Starboard Value LP (collectively, the “Purchasers”) pursuant to the Optional Share Purchase Agreement, dated September 9, 2020, by and between the Company and the Purchasers, as amended and supplemented to date.cyxt-20220131.htm
2022-01-268-K2022-01-268.01 Other Events8.01 On January 26, 2022, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing the results of the completed redemption of all of its outstanding warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share, that were issued under the Warrant Agreement, dated September 9, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.cyxt-20220126.htm
2021-12-208-K2021-12-208.01 Other Events8.01 On December 20, 2021, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing the redemption of all of its outstanding warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share, that were issued under the Warrant Agreement, dated September 9, 2020, by and between the Company (formerly known as Starboard Value Acquisition Corp.) and Continental Stock Transfer & Trust Company, as warrant agent.cyxt-20211220.htm
2021-11-158-K2021-11-152.02 Results of Operations and Financial Condition2.02 On November 15, 2021, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2021.cyxt-20211115.htm
2021-09-208-K2021-09-207.01 Regulation FD Disclosure7.01 This Current Report on Form 8-K is being furnished by Cyxtera Technologies, Inc., a Delaware corporation (the “Company”), for the sole purpose of notifying investors that, as of September 20, 2021, historical financial and performance data (the “Historical Data”) is available on the Cyxtera Investor Relations website under “Supplemental Information” accessible at: https://ir.cyxtera.com/financials/quarterly-results/default.aspx.d403204d8k.htm
2021-08-168-K/A2021-07-292.01 Completion of Acquisition or Disposition of Assetsd208142d8ka.htm
2021-08-098-K2021-08-092.02 Results of Operations and Financial Condition2.02 On August 9, 2021, Cyxtera Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2021.d76485d8k.htm
2021-08-048-K2021-07-291.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 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; 5.06 Change in Shell Company Status1.01 Entry into a Material Definitive Agreement.
2.01 (f) of Form 8-K states that if the registrant was a shell company, as SVAC was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.
3.02 At the Closing, the Company consummated the PIPE Investment and issued 10,526,315 shares as part of the Forward-Purchase.
3.03 The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference.
4.01 On July 29, 2021, WithumSmith+Brown PC (“Withum”), the Company’s independent registered public accounting firm prior to the Business Combination, was dismissed as the Company’s independent registered public accounting firm.
5.01 The information set forth above under Item 1.01 and Item 2.01 of this Report is incorporated herein by reference.
5.02 The information set forth above in the sections titled “Directors and Officers,” “Executive Compensation,” “Certain Relationships and Related Transactions” and “Indemnification of Directors and Officers” in Item 2.01 to this Report is incorporated herein by reference.
5.06 As a result of the Business Combination, the Company ceased to be a shell company.
d48261d8k.htm
2021-07-298-K2021-07-285.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events5.07 On July 28, 2021, Starboard Value Acquisition Corp. (“SVAC”) held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed business combination (the “Business Combination”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 21, 2021, by and among SVAC, Mundo Merger Sub 1, Inc., Mundo Merger Sub 2, Inc., Cyxtera Technologies, Inc. (“Cyxtera”) and Mundo Holdings, Inc. The Business Combination is described in the definitive proxy statement filed by SVAC with the U.S. Securities and Exchange Commission (the “SEC”) on July 16, 2021 (the “Proxy Statement”).
7.01 SVAC expects the Business Combination to close on July 29, 2021 and the combined company’s Class A common stock and warrants to commence trading on the Nasdaq Global Select Market under the ticker symbols “CYXT” and “CYXTW,” respectively, on July 30, 2021.
8.01 On July 28, 2021, SVAC issued a press release announcing the results of the Special Meeting.
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2021-07-168-K2021-07-167.01 Regulation FD Disclosure; 8.01 Other Events7.01 is incorporated herein by reference.tm2122400d1_8k.htm
2021-07-088-K2021-07-087.01 Regulation FD Disclosure; 8.01 Other Events7.01 is incorporated herein by reference.tm2121562d1_8k.htm
2021-06-158-K2021-06-157.01 Regulation FD Disclosure; 8.01 Other Events7.01 is incorporated herein by reference.tm2119756d1_8k.htm
2021-06-108-K2021-06-107.01 Regulation FD Disclosure7.01 On June 10, 2021, Cyxtera Technologies, Inc.(“Cyxtera”) announced that its Chief Executive Officer will participate virtually in a fireside chat at the 23rd Annual Credit Suisse Communications Conference on Tuesday, June 15th, 2021, at 8:15 a.m.tm2119346d1_8k.htm
2021-05-278-K2021-05-277.01 Regulation FD Disclosure; 8.01 Other Events7.01 is incorporated herein by reference.tm2117622d1_8k.htm
2021-05-268-K2021-05-257.01 Regulation FD Disclosure; 8.01 Other Events7.01 is incorporated herein by reference.tm2117430d1_8k.htm
2021-05-138-K2021-05-124.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 8.01 Other Events4.02 is incorporated herein by reference.tm2115854d1_8k.htm
2021-04-288-K2021-04-287.01 Regulation FD Disclosure; 8.01 Other Events7.01 is incorporated herein by reference.tm2114398d1_8k.htm
2021-02-238-K2021-02-227.01 Regulation FD Disclosure; 8.01 Other Events7.01 is incorporated herein by reference.tm217581d1_8k.htm
2021-02-228-K2021-02-211.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 SVAC has entered into separate subscription agreements (collectively, the “Subscription Agreements”), dated February 21, 2021, with certain investors (the "PIPE Investors"), pursuant to which SVAC has agreed to issue and sell, in private placements to close immediately prior to the closing of theTransactions, an aggregate of 25,000,000 shares of Common Stock, for a purchase price of $10.00 per share and an aggregate purchase price of $250,000,000, of which certain clients of Starboard Value LP have committed to purchase, on the same terms as the other subscribers, an aggregate of 6,000,000 shares of Common Stock, for a purchase price of $10.00 per share and an aggregate purchase price of $60,000,000.
7.01 On February 22, 2021, SVAC and Cyxtera issued a joint press release announcing the execution of the Merger Agreement and announcing that SVAC and Cyxtera will hold a conference call on February 22, 2021 (the “Conference Call”).
8.01 In connection with the Merger Agreement, Cyxtera and the purchasers under that certain Optional Share Purchase Agreement (the “Purchasers”), dated as of September 9, 2020, by and among SVAC and the Purchasers (the “Optional Share Purchase Agreement”), entered into a letter agreement, pursuant to which the Purchasers agreed not to purchase shares of SVAC for an aggregate amount exceeding $75,000,000 for all Purchasers under the Optional Share Purchase Agreement.
tm217463d1_8k.htm
2020-10-308-K2020-10-308.01 Other Events8.01 On October 30, 2020, Starboard Value Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and the Detachable Redeemable Warrants (as defined below) included in the Units commencing on November 2, 2020.tm2030253d3_8k.htm
2020-09-288-K2020-09-238.01 Other Events8.01 As previously reported on a Current Report on Form 8-K of Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), on September 14, 2020, the Company consummated its initial public offering (the “IPO”) of 36,000,000 units (the “Units”).tm2031621d1_8k.htm
2020-09-188-K2020-09-148.01 Other Events8.01 On September 14, 2020, Starboard Value Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 36,000,000 units (the “Units”) at an offering price of $10.00 per Unit and a private placement with SVAC Sponsor LLC of 6,133,333 private placement warrants at a price of $1.50 per warrant (the “Private Placement”).tm2031005d1_8k.htm
2020-09-148-K2020-09-091.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 6,133,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $9,200,000 (the “Private Placement”).
5.03 On September 9, 2020, in connection with the IPO, the Company adopted its Amended and Restated Certificate of Incorporation, effective the same day.
8.01 A total of $360,000,000 of the net proceeds from the IPO and the Private Placement (which includes $16,200,000 of the underwriters’ deferred discount) was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee.
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