UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
| Exhibit No. |
Description | |
| 99.1 | Press Release Announcing Tender Offers and Consent Solicitations | |
| 99.2 | Press Release Announcing Public Offering of Senior Notes | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
| CYRUSONE INC. | ||
| Date: November 20, 2019 | By: | /s/ Robert M. Jackson |
| Robert M. Jackson | ||
| Executive Vice President, General Counsel and Secretary | ||