Current Report Filing (8-k)
21 November 2019 - 1:06AM
Edgar (US Regulatory)
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2019-11-19
2019-11-20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
November 20, 2019
CYRUSONE INC.
(Exact Name of Registrant as Specified in
its Charter)
Maryland
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001-35789
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46-0691837
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2101 Cedar Springs Road, Suite 900,
Dallas, TX 75201
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (972) 350-0060
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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CONE
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The NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 8.01 - OTHER EVENTS
On November 20, 2019, 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”), commenced
tender offers (each, a “Tender Offer”) to purchase for cash, subject to certain terms and conditions, any and all
of their outstanding 5.000% Senior Notes due 2024 and 5.375% Senior Notes due 2027 (together, the “Existing
Notes”). In conjunction with the Tender Offers, the Issuers also commenced solicitations of consents (the
“Consent Solicitations”) to amend the indentures governing each series of Existing Notes to reduce the notice
requirements for optional redemption from 30 days to 3 business days, to eliminate substantially all of the restrictive
covenants and certain events of default and to eliminate or modify certain other provisions contained in each indenture. A
copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1.
Assuming full participation by the holders of the Existing Notes
in the Tender Offers and Consent Solicitations by the early tender date described in the related offer to purchase and consent
solicitation and using current treasury rates, the aggregate total consideration payable in respect of the Existing Notes pursuant
to the Tender Offers and Consent Solicitations would be approximately $1,272 million. As a result, based on such assumptions, the
Company expects to incur a related one-time charge in the fourth quarter of 2019.
On November 20, 2019, the Company also announced
that the Issuers intend to offer senior notes due 2024 and senior notes due 2029 (together, the “New Notes”) in a registered
public offering (the “Notes Offering”), subject to market and other conditions. The New Notes will be guaranteed by
the Company. The Issuers intend to use the net proceeds from the Notes Offering: (i) to complete the Tender Offers and Consent
Solicitations, (ii) for the redemption and discharge of any Existing Notes that remain outstanding after the completion of
the Tender Offers and Consent Solicitations, (iii) for the payment of related premiums, fees, discounts and expenses and (iv) for
general corporate purposes. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.2.
The Company is currently exploring
a potential €500 million debt financing, the proceeds of which would be used to settle certain currency swaps the
Operating Partnership has in place, repay some Euro denominated revolver borrowings and for general corporate
purposes, including financing some of the Company’s development activities in Europe. The Company cannot assure you
as to the timing of this Euro debt financing or whether it will be completed on the terms contemplated or at all.
This report does not constitute notice of
redemption under the optional redemption provisions of the indentures governing the Existing Notes nor an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction. In addition, this report is neither an offer to purchase, nor the solicitation of an offer to sell, any securities, including
the Existing Notes.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CYRUSONE INC.
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Date: November 20, 2019
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By:
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/s/ Robert M. Jackson
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Robert M. Jackson
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Executive Vice President, General Counsel and Secretary
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