Current Report Filing (8-k)
15 September 2020 - 10:56PM
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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):
September 15, 2020
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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2850 N. Harwood Street, Suite 2200
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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1.450% Senior Notes due 2027
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CONE27
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The NASDAQ Stock Market LLC
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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 September 15, 2020, 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”), intend to offer senior notes (the
“Notes”) in a registered public offering (the “Notes Offering”), subject to market and other conditions.
The Notes will be guaranteed by the Company. The Issuers intend to use the net proceeds from the Notes Offering to repay a portion
of the existing indebtedness under the Operating Partnership’s senior unsecured term loans due 2023.
This report does not constitute 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.
Cautionary Statement Regarding Forward-Looking
Statements
This Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying
with these safe harbor provisions. All statements, other than statements of historical facts, are statements that could be deemed
forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the
industries in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “expects,”
“anticipates,” “predicts,” “projects,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may,”
variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements
that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and trends
in the Company’s businesses, and other characterizations of future events or circumstances are forward-looking statements.
Readers are cautioned these forward-looking statements are based on current expectations and assumptions that are subject to risks
and uncertainties, which could cause the Company’s actual results to differ materially and adversely from those reflected
in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to,
those discussed in this release and those discussed in other documents the Company files with the Securities and Exchange Commission
(the “SEC”). More information on potential risks and uncertainties is available in the Company’s recent filings
with the SEC, including the Company’s Form 10-K report, Form 10-Q reports, and Form 8-K reports. The Company disclaims any
obligation other than as required by law to publicly update or revise any forward-looking statement to reflect changes in underlying
assumptions or factors or for new information, data or methods, future events or other changes.
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: September 15, 2020
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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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