Current Report Filing (8-k)
12 May 2021 - 8:17PM
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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):
May 12, 2021
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 May 12, 2021, CyrusOne Europe Finance DAC
(the “Issuer”), a designated activity company organized under the laws of Ireland and an indirect subsidiary of CyrusOne Inc.,
a Maryland corporation (the “Company”), commenced an offering of Euro-denominated senior notes due 2028 (the “Notes”).
The Notes will be senior unsecured obligations of the Issuer and guaranteed by the Company and CyrusOne LP, a Maryland limited partnership
and the Company’s operating partnership (the “Operating Partnership”). The Issuer is wholly owned by the Operating Partnership.
The Notes will be offered only outside the United
States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not
been and will not be registered under the Securities Act and may not be offered or sold within the United States or to United States persons
(within the meaning of Regulation S under the Securities Act) absent registration or an applicable exemption from registration requirements.
The final terms of the Notes will be determined at the time of pricing. Consummation of the offering of Notes is subject to market and
other conditions.
The Issuer intends to loan proceeds from the Notes
to the Operating Partnership, and the Operating Partnership intends to use such proceeds to repay certain Euro denominated borrowings
under its revolving credit facility and for general corporate purposes. The Company intends to also allocate an amount equal to the net
proceeds from the Notes to finance or refinance a portfolio of existing or future green building, renewable energy, energy efficiency,
sustainable water and wastewater management, pollution prevention and control and clean transportation projects or assets.
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. In addition, this report is neither an offer to purchase, nor the solicitation of an offer to sell, any securities.
Safe Harbor Note
This release contains forward-looking statements
which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes
and results to differ materially. 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 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: May 12, 2021
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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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