Item 1.01 Entry Into a Material Definitive Agreement
US Revolving Credit Agreement
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.
Proceeds from the U.S. Revolving Credit Agreement were available on the Closing Date to fund certain funding shortfalls and transaction
expenses in connection with the Merger, to fund certain reserves, to fund working capital adjustments and reimbursements for capital expenditures
pursuant to the Merger Agreement, and will be available from and after the Closing Date for working capital and any general corporate
purpose, including to repay the obligations outstanding of certain of Parent’s subsidiaries under certain existing debt facilities
and to cash collateralize certain outstanding letters of credit. The obligations under the U.S. Revolving Credit Agreement are secured
by certain pledged equity interests held by Parent and certain of its subsidiaries which own land or unencumbered real estate assets located
in each case in the U.S. (each such subsidiary, a “Revolver Guarantor”).
The U.S. Revolving Credit Agreement provides for a $1,500,000,000
senior secured multi-currency revolving credit facility (the “Revolving Credit Facility”) of which up to $200,000,000 may
be used to issue letters of credit. The U.S. Revolving Credit Agreement also includes an accordion feature pursuant to which Parent is
permitted to obtain additional revolving commitments so long as the ratio of the consolidated total net debt to consolidated property
value of certain real property held by Parent and its subsidiaries does not exceed a certain percentage on a pro forma basis. The Revolving
Credit Facility provides for borrowings in U.S. Dollars, Euros, Pounds Sterling, Canadian Dollars, Japanese Yen and Swiss Francs.
The interest rates for borrowings under the U.S. Revolving Credit Agreement
are, at the option of the borrower, based on a floating rate or base rate, plus a margin on floating rate loans and on
base rate loans. The U.S. Revolving Credit Agreement includes certain covenants, representations and events of default customary for debt
facilities of this type.
In connection with the U.S. Revolving Credit Agreement, the Revolver
Guarantors entered into a guarantee agreement (the “Revolver Guarantee Agreement”) pursuant to which the Revolver Guarantors
have provided a guarantee of Parent’s obligations under the U.S. Revolving Credit Agreement, the Revolver Guarantors entered into
a pledge agreement (the “Revolver Pledge Agreement”) pursuant to which the Revolver Guarantors have pledged certain equity
interests as collateral for Parent’s obligations under the U.S. Revolving Credit Agreement, and Parent and the Revolver Guarantors
entered into a first lien intercreditor agreement (the “First Lien Intercreditor Agreement”) which sets forth customary terms
with respect to the exercise of remedies between the secured creditors under the U.S. Revolving Credit Agreement and other first lien
secured parties.
Balance Sheet Loan Agreement
On March 25, 2022, certain subsidiaries of CyrusOne LP, a Maryland
limited partnership (“CyrusOne LP”) (such subsidiaries collectively, the “Balance Sheet Borrower”), entered
into a loan agreement (the “Balance Sheet Loan Agreement”), among the Balance Sheet Borrower, as borrower, the lenders party
thereto (the “Balance Sheet Lenders”), Goldman Sachs Bank USA, as administrative agent (the “Balance Sheet Administrative
Agent”), 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. Proceeds from the Balance Sheet Loan Agreement were used, among other things,
to pay a portion of the purchase price in connection with the Merger and for other corporate purposes. The loan is secured by the Balance
Sheet Borrower’s interest in those certain real estate assets identified in the Balance Sheet Loan Agreement (collectively, the
“Balance Sheet Property”).
The Balance Sheet Loan Agreement provides for a loan in the maximum
principal amount of $5,500,000,000, comprised of (i) an initial advance in the amount of $4,500,000,000 (the “Balance Sheet Initial
Advance”), and (ii) up to $1,000,000,000 of future advances (the “Balance Sheet Future Advance”) to be used by Balance
Sheet Borrower for certain capital improvement, tenant improvement and leasing costs incurred in connection with the Balance Sheet Property.
The Balance Sheet Initial Advance was disbursed to the Balance Sheet Borrower on March 25, 2022, along with a portion of the Balance Sheet
Future Advance. The Balance Sheet Loan Agreement provides for borrowing in U.S. Dollars.
The interest rate for borrowing under the Balance Sheet Loan Agreement
is based on Term SOFR, plus a margin. The Balance Sheet Loan Agreement includes requirements to maintain certain financial ratios,
with failure to maintain such ratios resulting in cash management, and customary covenants, representations and events of default.
In connection with the Balance Sheet Loan Agreement, CyrusOne LP entered
into (i) a guaranty agreement (the “Balance Sheet Guaranty Agreement”) pursuant to which CyrusOne LP guarantees the nonrecourse
carveout obligations of the Balance Sheet Borrower under the Balance Sheet Loan Agreement and (ii) an Environmental Indemnity Agreement
(the “Balance Sheet Environmental Indemnity”) pursuant to which CyrusOne LP is obligated (together with the Balance Sheet
Borrower) to indemnify the Balance Sheet Administrative Agent and the Balance Sheet Lenders for any losses sustained on account of environmental
matters.
Short Tenor Loan Agreement
On March 25, 2022, certain subsidiaries of CyrusOne LP (collectively,
the “Short Tenor Borrower”), entered into a loan agreement (the “Short Tenor Loan Agreement”), among the Short
Tenor Borrower, as borrower, the lenders party thereto (the “Short Tenor Lenders”), Goldman Sachs Bank USA, as administrative
agent (the “Short Tenor Administrative Agent”), 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. Proceeds from the Short Tenor Loan
Agreement were used, among other things, to pay a portion of the purchase price in connection with the Merger and for other corporate
purposes. The loan is secured by the Short Tenor Borrower’s interest in those certain real estate assets identified in the Short
Tenor Loan Agreement (collectively, the “Short Tenor Property”).
The Short Tenor Loan Agreement provides for a loan in the maximum principal
amount of $3,500,000,000, all of which was disbursed to the Short Tenor Borrower on March 25, 2022. The Short Tenor Loan Agreement provides
for borrowing in U.S. Dollars.
The interest rate for borrowing under the Short Tenor Loan
Agreement is based on Term SOFR, plus an initial margin, which escalates every six months. The Short Tenor Loan Agreement includes requirements to maintain
certain financial ratios, with failure to maintain such ratios resulting in cash management, and customary covenants,
representations and events of default.
In connection with the Short Tenor Loan Agreement, CyrusOne LP entered
into (i) a guaranty agreement (the “Short Tenor Guaranty Agreement”) pursuant to which CyrusOne LP guarantees the nonrecourse
carveout obligations of the Short Tenor Borrower under the Short Tenor Loan Agreement and (ii) an Environmental Indemnity Agreement (the
“Short Tenor Environmental Indemnity”) pursuant to which CyrusOne LP is obligated (together with the Short Tenor Borrower)
to indemnify the Short Tenor Administrative Agent and the Short Tenor Lenders for any losses sustained on account of environmental matters.
EU Loan Facilities Agreement
On March 25, 2022, CyrusOne Dutch Holdings B.V. (the “EU Loan
Borrower”), a subsidiary of CyrusOne LP, entered into a facilities agreement (the “EU Loan Facilities Agreement”), among
the EU Loan Borrower, as borrower, the lenders party thereto (the “EU Loan Lenders”), Mount Street Mortgage Servicing Limited,
as facility agent and security agent and Barclays Bank PLC, Citibank N.A., London Branch, Goldman Sachs Bank USA, Wells Fargo Bank International
Unlimited Company, Banco Santander, S.A., BMO Capital Markets Corp, Société Générale S.A., Sumitomo Mitsui
Banking Corporation, Brussels Branch, and TD Securities (USA) LLC as joint lead arrangers.
Proceeds from the EU Loan Facilities Agreement were used, among other
things, to refinance existing indebtedness of the EU Loan Borrower and for other corporate purposes. The loan is secured by, among
other things, all of the shares in the EU Loan Borrower held by CyrusOne Foreign Holdings LLC (“EU Loan Foreign Holdings”)
and the EU Loan Borrower’s interest in certain subsidiaries of the EU Loan Borrower.
The EU Loan Facilities Agreement provides for drawings in euro and
sterling in the maximum principal amount of €839,438,251 and £412,702,434 (respectively), to be used by EU Loan Borrower related
to certain data-centre assets in England, Ireland, the Netherlands and Germany. The EU Loan Initial Advance was disbursed to EU
Loan Borrower on March 25, 2022, along with a portion of the EU Loan Future Advance.
The interest rate for borrowing under the EU Loan Facilities Agreement
is based on EURIBOR for amounts drawn in euro and SONIA for amounts drawn in sterling, plus an initial margin. The EU Loan
Facilities Agreement includes no default financial covenants and customary representations, undertakings and events of default.
In connection with the EU Loan Facilities Agreement, CyrusOne LP entered
into a guarantee agreement (the “EU Loan Guarantee Agreement”) pursuant to which CyrusOne LP guarantees payment to the EU
Loan Lenders in the event of certain voluntary bankruptcy events in respect of EU Loan Foreign Holdings.