Delaware |
7370 |
84-3743013 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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• | “BC Partners” are to BC Partners LLP; |
• | “BC Stockholder” are to BCEC-SIS Holdings L.P.; |
• | “Business Combination” or “Transactions” are to the transactions consummated pursuant to the Merger Agreement; |
• | “DGCL” are to the General Corporation Law of the State of Delaware; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “forward purchase agreement” are to the agreement entered into on September 9, 2020 providing for the sale of SVAC Class A common stock and private placement warrants to the forward purchasers and their permitted transferees in a private placement that closed simultaneously with the closing of the Business Combination; |
• | “forward purchase shares” are to the shares of SVAC Class A common stock issued pursuant to the forward purchase agreement; |
• | “forward purchasers” are to those certain Starboard clients that entered into the forward purchase agreement; |
• | “founder shares” are to the shares of SVAC Class B common stock initially purchased by the Sponsor in a private placement prior to the Initial Public Offering, and the shares of Class A common stock issued upon the conversion thereof; |
• | “GAAP” are to US generally accepted accounting principles; |
• | “Initial Public Offering” are to the SVAC initial public offering of units, which closed on September 14, 2020; |
• | “Medina Capital” and “Medina Stockholder” are to Medina Capital Fund II—SIS Holdco, L.P.; |
• | “Merger Agreement” are to the Agreement and Plan of Merger, dated as of February 21, 2021, by and among SVAC, Merger Sub 1, Merger Sub 2, Legacy Cyxtera and NewCo, as the same may be amended from time to time; |
• | “Merger Subs” are to, collectively, Merger Sub 1 and Merger Sub 2; |
• | “Merger Sub 1” are to Mundo Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of SVAC; |
• | “Merger Sub 2” are to Cyxtera Holdings, LLC (formerly known as Mundo Merger Sub 2, LLC), a Delaware limited liability company and wholly owned subsidiary of SVAC; |
• | “Nasdaq” are to the Nasdaq Stock Market LLC; |
• | “PIPE Investment” are to the private placement of an aggregate of 25,000,000 shares of Class A common stock to the PIPE Investors, at a price of $10.00 per share, in connection with the Business Combination; |
• | “PIPE Investors” means the qualified institutional buyers and accredited investors participating in the PIPE Investment; |
• | “Securities Act” means the U.S. Securities Act of 1933, as amended; |
• | “SIS” are to SIS Holdings LP, a Delaware limited partnership; |
• | “Sponsor” are to SVAC Sponsor LLC, a Delaware limited liability company; |
• | “Starboard” are to Starboard Value LP, a Delaware limited partnership; and |
• | “SVAC” are to Starboard Value Acquisition Corp., which was renamed “Cyxtera Technologies, Inc.” in connection with the closing of the Business Combination. |
• | the impact of the COVID-19 pandemic on our business, results of operations and financial condition; |
• | the demand for data centers; |
• | failure of our physical infrastructure and its negative impact on our ability to provide services, or damage to customer infrastructure within our data centers; |
• | the impact of physical and electronic security breaches and cyber-attacks; |
• | adverse global economic conditions and credit market uncertainty; |
• | our ability to recruit or retain key executives and qualified personnel; |
• | our ability to enhance our future operating and financial results; |
• | compliance with laws and regulations applicable to our business; and |
• | our ability to acquire and protect intellectual property. |
• | Global Footprint: |
• | Breadth of Offering: |
• | World-Class Platform: |
• | Market Leadership: |
• | Continuous Innovation: |
• | Our business depends upon the demand for data centers. |
• | Our products and services have a long sales cycle that may harm our revenues and operating results. |
• | A limited number of customers account for a substantial portion of our revenues. |
• | Any failure of our physical infrastructure, negative impact on our ability to provide our services or damage to customer infrastructure within our data centers could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial results. |
• | Our business could be harmed by increased power costs, prolonged power outages, power and fuel shortages or capacity constraints. |
• | Our international operations expose us to regulatory, currency, legal, tax and other risks. |
• | If we are unable to recruit or retain key executives and qualified personnel, our business could be harmed. |
• | We may not be able to compete successfully against current and future competitors. |
• | We have incurred substantial losses in the past and may incur additional losses in the future. |
• | We lease space in several locations under long-term non-cancellable lease agreements and the non-renewal or loss of such leases, or the continuing obligations under such leases in the event of a loss of customers or customer revenues, could have a material adverse effect on us. |
• | If we cannot continue to develop, acquire, market and provide new offerings or enhanced offerings that meet customer requirements and differentiate us from competitors, our operating results could suffer. |
• | Our customer contracts could subject us to significant liability. |
• | Our ability to provide data center space to existing or new customers could be constrained by our ability to provide sufficient electrical power. |
• | Our business may be adversely affected by epidemics, pandemics or other outbreaks, including the COVID-19 pandemic. |
• | We may not be able to adapt to changing technologies and customer requirements, and our data center infrastructure may become obsolete. |
• | We may be vulnerable to cybersecurity incidents, including physical and electronic breaches, which could disrupt our operations and have a material adverse effect on our financial performance and operating results. |
• | Government regulation may adversely affect our business. |
• | Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital. |
• | An inability to access external sources of capital on favorable terms or at all could limit our ability to execute our business and growth strategies. |
• | We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could result in a significant reduction to our earnings. |
• | Environmental regulations may impose new or unexpected costs on us. |
• | Our business may be adversely affected by climate change and responses to it. |
• | The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members. |
• | Changes to applicable US or non-US tax laws and regulations and/or their interpretation may have an adverse effect on our business, financial condition and results of operations. |
• | Our net operating losses (“NOLs”) may not be available to offset future taxable income in the United States. |
• | Future sales, or the perception of future sales, of our Class A common stock by us or our existing securityholders in the public market could cause the market price for our Class A common stock to decline. |
• | Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult and/or limit attempts by our stockholders to replace or remove our current management. |
• | We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors. |
• | Our certificate of incorporation and our bylaws provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders, which limits our stockholders’ ability to obtain a favorable judicial forum for disputes with us, our directors, officers or employees. |
• | The market price of our Class A common stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment. |
• | The BC Stockholder Medina Stockholder own a substantial amount of equity interests in us, and have other substantial interests in us and agreements with us, and may have conflicts of interest with us or the other holders of our capital stock. |
• | We do not intend to pay dividends on our Class A common stock for the foreseeable future. |
• | We may be impacted by disruptions associated with events beyond our control, such as war, acts of terror, political unrest, public health concerns, labor disputes or natural disasters. |
• | Adverse global economic conditions and credit market uncertainty could adversely impact our business and financial condition. |
• | Inadequate or inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and inappropriate financial decisions. |
• | The level of insurance coverage that we purchase may prove to be inadequate. |
• | We may become subject to litigation, securities class action or threatened litigation which may divert management time and attention, require us to pay damages and expenses or restrict the operation of our business. |
• | the option to present only two years of audited financial statements and only two years of related “ Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”); |
• | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
• | reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
• | exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees. |
• | human error; |
• | maintenance lapses and/or failures; |
• | equipment failure; |
• | availability of parts and materials needed to appropriately maintain our infrastructure; |
• | cybersecurity incidents, including physical and electronic breaches; |
• | fire, earthquake, hurricane, flood, tornado and other nature disasters; |
• | extreme temperatures; |
• | water damage; |
• | fiber cuts; |
• | power loss, water loss and or loss of other local utilities; |
• | terrorist acts; |
• | sabotage and vandalism; |
• | civil disorder; and |
• | global pandemics or health emergencies, such as COVID-19. |
• | our limited knowledge of and relationships with customers, contractors, suppliers or other parties in these markets; |
• | protectionist laws and business practices favoring local competition; |
• | political and economic instability; |
• | wars, such as the current military conflict between Russia and Ukraine; |
• | complexity and costs associated with managing international operations; |
• | difficulty in hiring qualified management, sales and other personnel and service providers in these markets; |
• | differing employment practices and labor issues; |
• | compliance with evolving governmental regulation with which we have limited experience; |
• | compliance with economic and trade sanctions enforced by the Office of Foreign Assets Control of the US Department of Treasury; |
• | compliance with data privacy and cybersecurity laws, rules and regulations applicable to our business; |
• | our ability to obtain, transfer or maintain licenses required by governmental entities with respect to our business; |
• | unexpected changes in regulatory, tax and political environments; |
• | exposure to increased taxation, confiscation or expropriation and the risk of forced nationalization; |
• | fluctuations in currency exchange rates; |
• | currency transfer restrictions and limitations on our ability to distribute cash earned in foreign jurisdictions to the United States; |
• | difficulty in enforcing agreements in non-US jurisdictions, including in the event of a default by one or more of our customers, suppliers or contractors; |
• | compliance with anti-bribery, corruption and export control laws; |
• | difficulties in managing across cultures and in foreign languages; and |
• | global pandemics or health emergencies, such as COVID-19. |
• | fluctuations of foreign currencies in the markets in which we operate that may impact the value of our foreign revenue and profitability; |
• | demand for space, power and solutions at our data centers; |
• | changes in general economic conditions, such as an economic downturn, or specific market conditions in the internet and data communications and broader technology industries, all of which may have an impact on our customer base; |
• | the duration of the sales cycle for our offerings; |
• | additions and changes in product offerings and our ability to ramp up and integrate new products; |
• | the financial condition and credit risk of our customers; |
• | the provision of customer discounts and credits; |
• | the mix of current and proposed products and offerings and the gross margins associated with our products and offerings; |
• | the timing required for future data centers to open or become fully utilized; |
• | competition in the markets in which we operate; |
• | conditions related to international operations; |
• | increasing repair and maintenance expenses in connection with aging data centers; |
• | changes in rent expense and shared operating costs in connection with our leases, which are commonly referred to as common area maintenance expenses, as we amend, extend or renew our data center leases in the future; |
• | the timing and magnitude of other operating expenses; |
• | the cost and availability of adequate public utilities, including electricity; |
• | implementation of our employee stock-based compensation practices as a newly public company and changes in employee stock-based compensation; |
• | overall inflation; |
• | increasing interest expense due to any increases in interest rates and/or potential additional debt financings; |
• | changes in tax planning strategies or failure to realize anticipated benefits from such strategies; and |
• | changes in income tax benefit or expense. |
• | require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, reducing the availability of our cash flow to fund future capital expenditures, expansion efforts, working capital and other general corporate requirements; |
• | increase the likelihood of negative outlook from credit rating agencies, or of a downgrade to our current rating; |
• | make it more difficult for us to satisfy our obligations under our various debt instruments; |
• | increase our cost of borrowing and limit our ability to access additional debt to fund future growth or maintain adequate liquidity; |
• | increase our vulnerability to general adverse economic and industry conditions and adverse changes in governmental regulations; |
• | limit our flexibility in planning for, or reacting to, changes in our business and industry; |
• | limit our operating flexibility through covenants with which we must comply; and |
• | make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings. |
• | limitations on convening special stockholder meetings, which make it difficult for our stockholders to adopt desired governance changes; |
• | a forum selection clause, which means certain litigation against us can only be brought in Delaware; |
• | the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and |
• | advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. |
• | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; |
• | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
• | reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
• | exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees. |
• | the impact of the COVID-19 pandemic on our financial condition and the results of operations; |
• | our operating and financial performance and prospects; |
• | our quarterly or annual earnings or those of other companies in our industry compared to market expectations; |
• | our former status as a Special Purpose Acquisition Company; |
• | conditions that impact demand for our products; |
• | future announcements concerning our business, our customers’ businesses or our competitors’ businesses; |
• | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
• | the size of our public float; |
• | coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; |
• | market and industry perception of our success, or lack thereof, in pursuing our growth strategy; |
• | strategic actions by us or our competitors, such as acquisitions or restructurings; |
• | changes in laws or regulations that adversely affect our industry or us; |
• | changes in accounting standards, policies, guidance, interpretations or principles; |
• | changes in senior management or key personnel; |
• | issuances, exchanges or sales, or expected issuances, exchanges or sales, of our capital stock; |
• | changes in our dividend policy; |
• | adverse resolution of new or pending litigation against us; and |
• | changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events. |
• | Cyxtera’s ultimate stockholders prior to the Business Combination collectively have the majority and greatest voting interest in the combined entity after giving effect to the Business Combination with an approximately 64% voting interest; |
• | after giving effect to the Business Combination, the largest individual minority stockholder of the combined entity was an existing ultimate stockholder of Cyxtera; |
• | Cyxtera’s existing directors and individuals designated by SIS represent the majority of the combined company’s board of directors since, pursuant to the Merger Agreement, Cyxtera had the right to designate certain members of the board of directors of the post-combination company immediately after giving effect to the Transactions; |
• | Cyxtera’s senior management is the senior management of the combined company; |
• | Cyxtera is the larger entity based on total assets, historical revenue and operating results and total number of employees; and |
• | Cyxtera’s operations prior to the Business Combination comprise the only ongoing operations of the combined entity. |
Total shares transferred at Closing (a) |
106,100,000 | |||
Value per share (b) |
$ | 10.00 | ||
|
|
|||
Total Share Consideration |
1,061,000,000 | |||
|
|
(a) | In addition to the 106.1 million consideration shares, SIS also was assigned the right to purchase up to 3.75 million shares of Class A common stock at an exercise price of $10.00 a share during the six month period beginning on the first business day following the close of the Business Combination. |
(b) | Share consideration is calculated using a $10.00 reference price. The closing share price on the date of the consummation of the Business Combination was $9.55. As the Business Combination was accounted for as a reverse recapitalization, the value per share is disclosed for informational purposes only in order to indicate the fair value of shares transferred. |
Ownership |
Shares Outstanding |
% |
||||||
SIS |
106,100,000 | 63.9 | % | |||||
SVAC Public Stockholders |
14,246,562 | 8.6 | % | |||||
SVAC Sponsor, management and board |
10,105,863 | 6.1 | % | |||||
PIPE Investors |
25,000,000 | 15.1 | % | |||||
Forward Purchasers |
10,526,315 | 6.3 | % | |||||
|
|
|
|
|||||
Total Shares at Closing |
165,978,740 |
|||||||
|
|
(a) | Excludes 27.7 million unissued shares, of which 20.2 million is reserved for outstanding warrants and 7.5 million reserved for optional shares rights. |
Historical |
|
|||||||||||||||
(in millions, except share and per share data) |
Year Ended December 31, 2021 |
Six Months Ended June 30, 2021 |
Year ended December 31, 2021 |
|||||||||||||
Cyxtera |
SVAC |
Transaction Accounting Adjustments (Note 2) |
Pro Forma Combined |
|||||||||||||
Revenues |
$ | 703.7 | $ | — | $ | — | $ | 703.7 | ||||||||
Operating costs and expenses: |
||||||||||||||||
Cost of revenues, excluding depreciation and amortization |
390.5 | 390.5 | ||||||||||||||
Selling, general and administrative expenses |
112.8 | 3.0 | (1.8 | ) (H) |
114.0 | |||||||||||
Franchise tax expense and administrative expenses — related party |
— | 0.2 | (0.2 | ) (A) |
— | |||||||||||
Depreciation and amortization |
240.6 | — | — | 240.6 | ||||||||||||
Restructuring, impairment, site closures and related costs |
69.8 | — | — | 69.8 | ||||||||||||
Transaction - related costs |
5.2 | — | 1.8 | (H)(J) |
13.0 | |||||||||||
6.0 | (I) |
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating cost and expenses |
818.9 | 3.2 | 5.8 | 827.9 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Loss) income from operations |
(115.2 | ) | (3.2 | ) | (5.8 | ) | (124.2 | ) | ||||||||
Interest expense, net |
(164.9 | ) | — | 17.4 | (C) |
(147.5 | ) | |||||||||
Other expenses, net |
(0.1 | ) | — | — | (0.1 | ) | ||||||||||
Change in fair value of derivative liabilities |
(25.5 | ) | 1.8 | (3.9 | ) (E) |
(26.6 | ) | |||||||||
(0.1 | ) (F) |
|||||||||||||||
1.1 | (G) |
|||||||||||||||
Net gain from investments held in Trust Account |
— | 0.1 | (0.1 | ) (B) |
— | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations before income taxes |
(305.7 |
) |
(1.3 |
) |
8.6 |
(298.4 |
) | |||||||||
Income tax benefit (expense) |
47.8 | — | (4.7 | ) (D) |
43.1 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (257.9 | ) | $ | (1.3) | $ | 3.9 | $ | (255.3) | |||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding of Class A common stock |
133,126,171 | 40,423,453 | 165,978,740 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Basic and diluted net loss per share |
$ | (1.94 | ) | $ | — | $ | (1.54 | ) | ||||||||
|
|
|
|
|
|
|||||||||||
Weighted average shares outstanding of Class B common stock |
10,105,863 | |||||||||||||||
|
|
|||||||||||||||
Basic and diluted net loss per share |
$ | (0.13 | ) | |||||||||||||
|
|
• | Cyxtera’s audited consolidated statement of operations for the year ended December 31, 2021, and the related notes for the year ended December 31, 2021, found elsewhere in this prospectus; |
• | SVAC’s unaudited consolidated statement of operations for the six months ended June 30, 2021, and the related notes for the six months ended June 30, 2021; |
December 31, 2021 |
||||
(In millions, except share and per share data) |
||||
Pro forma net loss |
$ | (255.3 | ) | |
Pro forma weighted average shares outstanding - basic and diluted |
165,978,740 | |||
Pro forma net loss per share - basic and diluted |
$ | (1.54 | ) | |
Pro forma weighted average shares outstanding - basic and diluted |
||||
SIS |
106,100,000 | |||
SVAC Public Stockholders |
14,246,562 | |||
SVAC Sponsor, management and board |
10,105,863 | |||
PIPE Investors |
25,000,000 | |||
Forward Purchasers |
10,526,315 | |||
|
|
|||
Pro forma weighted average shares outstanding-basic and diluted(1) |
165,978,740 | |||
|
|
(1) | For the purposes of applying the if-converted method for calculating diluted earnings per share, it was assumed that all outstanding warrants were exchanged for shares of Class A common stock. However, since this results in antidilution, the effect of such exchange was not included in the calculation of diluted loss per share. Class A common stock underlying the warrants were 20.2 million shares. In addition, in connection with the Optional Share Purchase Agreement, there were 7.5 million of options for the forward purchasers to purchase additional common equity at $10.00 per share after the close of the Business Combination. These antidilutive options have been excluded from the calculation of diluted loss per share. |
• | recurring and non-recurring revenues; |
• | bookings; and |
• | churn. |
Year ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenues |
||||||||
Recurring revenue |
$ | 671.5 | $ | 657.4 | ||||
Non-recurring revenues |
32.2 | 33.1 | ||||||
|
|
|
|
|||||
Total |
$ | 703.7 | $ | 690.5 | ||||
|
|
|
|
|||||
Bookings |
$ | 8.7 | $ | 6.9 | ||||
Churn |
$ | 5.4 | $ | 6.9 |
Year Ended December 31, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
Revenues |
$ | 703.7 | $ | 690.5 | $ | 13.2 | 2% | |||||||||
Operating costs and expenses: |
||||||||||||||||
Cost of revenues, excluding depreciation and amortization |
390.5 | 390.5 | — | —% | ||||||||||||
Selling, general and administrative expenses |
112.8 | 115.5 | (2.7 | ) | (2)% | |||||||||||
Depreciation and amortization |
240.6 | 231.8 | 8.8 | 4% | ||||||||||||
Restructuring, impairment, site closures and related cost |
69.8 | — | 69.8 | 100% | ||||||||||||
Transaction-related costs |
5.2 | — | 5.2 | 100% | ||||||||||||
Recovery of notes receivable from affiliate |
— | (97.7 | ) | 97.7 | (100)% | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating costs and expenses |
818.9 | 640.1 | 178.8 | 28% | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Loss) income from operations before income taxes |
(115.2 | ) | 50.4 | (165.6 | ) | (329)% | ||||||||||
Interest expense, net |
(164.9 | ) | (169.4 | ) | 4.5 | (3)% | ||||||||||
Other expenses, net |
(0.1 | ) | (0.3 | ) | 0.2 | (67)% | ||||||||||
Change in fair value of the warrant liabilities |
(25.5 | ) | — | (25.5 | ) | 100% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations before income taxes |
(305.7 | ) | (119.3 | ) | (186.4 | ) | 156% | |||||||||
Income tax benefit (expense) |
47.8 | (3.5 | ) | 51.3 | (1466)% | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (257.9 | ) | $ | (122.8 | ) | $ | (135.1 | ) | 110% | ||||||
|
|
|
|
|
|
|
|
2021 |
2020 |
|||||||
Net cash provided by operating activities |
$ | 25.8 | $ | 116.6 | ||||
Net cash provided by (used in) investing activities |
39.6 | (102.6 | ) | |||||
Net cash (used in) provided by financing activities |
(137.0 | ) | 91.0 |
2022 |
2023 |
2024 |
2025 |
2026 |
Thereafter |
Total |
||||||||||||||||||||||
Long-term debt, including the Revolving Facilities (1) |
$ | 11.8 | $ | 46.5 | $ | 850.0 | $ | — | — | $ | — | $ | 908.3 | |||||||||||||||
Interest (2) |
38.2 | 37.5 | 11.8 | — | — | — | 87.5 | |||||||||||||||||||||
Capital leases and other financing obligations (3) |
135.1 | 128.3 | 118.5 | 120.6 | 119.3 | 2,285.0 | 2,906.8 | |||||||||||||||||||||
Operating leases (3) |
60.3 | 59.7 | 59.2 | 50.6 | 46.3 | 273.8 | 549.9 | |||||||||||||||||||||
Purchase obligations (4) |
4.4 | — | — | — | — | — | 4.4 | |||||||||||||||||||||
Asset retirement obligations (5) |
0.1 | 0.2 | 0.1 | 0.5 | — | 6.0 | 6.9 | |||||||||||||||||||||
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$ | 249.9 | $ | 272.2 | $ | 1,039.6 | $ | 171.7 | $ | 165.6 | $ | 2,564.8 | $ | 4,463.8 | |||||||||||||||
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(1) | Represents aggregate maturities of long-term debt, including the Revolving Facilities. |
(2) | Represents interest on our long-term debt included in (1) based on their approximate interest rates as of December 31, 2021, as well as the credit facility fee for the Revolving Facilities. |
(3) | Represents lease payments under capital and operating lease arrangements, including renewal options that are reasonably assured to be exercised. |
(4) | Represents unaccrued purchase commitments related to IT licenses, utilities and colocation operations. These amounts do not represent Cyxtera’s entire anticipated purchases in the future but represent only those items for which the Company was contractually committed as of December 31, 2021. |
(5) | Represents liability, net of future accretion expense. |
• | Global Footprint: |
• | Breadth of Offering: |
• | World-Class Platform: |
• | Market Leadership: |
• | Continuous Innovation: |
• | Focus on Innovation in-house resources. We maintain a technical research and software development team focused on bringing new innovations to market. We believe this is a competitive advantage that sets us apart from our competitors who have acquired, or do not offer, similar technologies, positioning us to be a leader in using technology to transform the data center and interconnection experience for our customers. Customers want data center providers that can evolve and provide innovative products and services as technology advances, and we believe we have demonstrated this capability. |
• | Programmability “API-first” approach to offer maximum flexibility, cross-platform versatility and custom solutioning. In addition, by considering API development early on, we built with future functionality in mind, laying the groundwork for an extensible platform. |
• | “Cloud-Like” Agility on-demand provisioning and customization of each element of the traditional data center — including storage, compute, networking, and management — making the data center easier to consume. By providing our customers with the financial and operational flexibility of the cloud alongside the performance and security of enterprise-grade infrastructure, we believe we deliver a solution that maximizes their ability to compete in today’s digital economy. |
• | Intelligent Automation as a Core Competency |
• | Seasoned Management Team with Proven Track Record |
Name |
Age |
Position | ||||
Executive Officers |
||||||
Nelson Fonseca |
48 | President, Chief Executive Officer and Director | ||||
Randy Rowland |
49 | Chief Operating Officer | ||||
Carlos Sagasta |
51 | Chief Financial Officer | ||||
Victor Semah |
40 | Chief Legal Officer | ||||
Directors |
||||||
Fahim Ahmed |
43 | Director | ||||
John W. Diercksen |
72 | Director | ||||
Michelle Felman |
59 | Director | ||||
Melissa Hathaway |
53 | Director | ||||
Manuel D. Medina |
69 | Chair | ||||
Jeffrey C. Smith |
49 | Director | ||||
Raymond Svider |
59 | Director | ||||
Gregory Waters |
61 | Lead Independent Director |
• | appointing, compensating, retaining, evaluating, terminating and overseeing Cyxtera’s independent registered public accounting firm; |
• | discussing with Cyxtera’s independent registered public accounting firm their independence from management; |
• | reviewing with Cyxtera’s independent registered public accounting firm the scope and results of their audit; |
• | pre-approving all audit and permissible non-audit services to be performed by Cyxtera’s independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and Cyxtera’s independent registered public accounting firm the interim and annual financial statements that Cyxtera files with the SEC; |
• | reviewing and monitoring Cyxtera’s accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | establishing the compensation of senior management, including salaries, bonuses, termination arrangements, and other executive officer benefits; |
• | establishing director compensation; and |
• | administering Cyxtera’s equity incentive plans. |
• | overseeing the selection of persons to be nominated to serve on Cyxtera’s board of directors; and |
• | developing a set of corporate governance policies and principles and recommending to Cyxtera’s board of directors any changes to such policies and principles. |
• | Nelson Fonseca, our President and Chief Executive Officer; |
• | Randy Rowland, our Chief Operating Officer; and |
• | Carlos Sagasta, our Chief Financial Officer. |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards($) (1) |
Awards Option ($) (2) |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation ($) |
Total ($) |
||||||||||||||||||||||||
Nelson Fonseca President and Chief Executive Officer |
2021 | 500,000 | 400,000(3) | 9,163,169 | 1,021,884 | 557,000 | (4) |
10,150(5) | 11,652,203 | |||||||||||||||||||||||
2020 | 500,000 | — | — | — | 725,685 | 9,975 | 1,235,660 | |||||||||||||||||||||||||
Randy Rowland Chief Operating Officer |
2021 | 400,000 | 200,000(6) | 2,816,152 | 314,058 | 356,480 | (7) |
— | 4,086,690 | |||||||||||||||||||||||
2020 | 400,000 | — | — | — | 464,438 | — | 864,438 | |||||||||||||||||||||||||
Carlos Sagasta Chief Financial Officer |
2021 | 400,000 | 200,000(6) | 2,816,152 | 314,058 | 356,480 | (7) |
10,150(5) | 4,096,840 | |||||||||||||||||||||||
2020 | 350,095 | — | — | — | 464,438 | 9,975 | 824,508 |
(1) | Represents the aggregate grant date fair value of restricted stock units (“RSUs”) granted to each NEO, calculated in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 25, 2022. |
(2) | Represents the aggregate grant date fair value of stock options granted to each NEO, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 25, 2022. |
(3) | Represents a Transaction Bonus of $400,000 paid in August 2021. |
(4) | Represents a $557,000 annual performance-based cash bonus for achievement of corporate performance goals at 111.4% of target levels. |
(5) | Represents employer matching contributions to a 401(k) retirement savings plan maintained through one of our subsidiaries on behalf of the NEO. |
(6) | Represents a Transaction Bonus of $200,000 paid in August 2021. |
(7) | Represents a $356,480 annual performance-based cash bonus for achievement of corporate performance goals at 111.4% of target levels |
Name |
Stock Options (#) |
RSUs (#) |
||||||
Nelson Fonseca |
422,266 | 985,287 | ||||||
Randy Rowland |
129,776 | 302,812 | ||||||
Carlos Sagasta |
129,776 | 302,812 |
Option Awards |
Stock Awards |
|||||||||||||||||||||||
Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (1) |
||||||||||||||||||
Nelson Fonseca |
08/05/2021 | (2) |
422,266 | 9.55 | 08/05/2031 | — | — | |||||||||||||||||
10/01/2021 | (3) |
— | — | — | 985,287 | 12,424,469 | ||||||||||||||||||
Randy Rowland |
08/05/2021 | (2) |
129,776 | 9.55 | 08/05/2031 | — | — | |||||||||||||||||
10/01/2021 | (3) |
— | — | — | 302,812 | 3,818,459 | ||||||||||||||||||
Carlos Sagasta |
08/05/2021 | (2) |
129,776 | 9.55 | 08/05/2031 | — | — | |||||||||||||||||
10/01/2021 | (3) |
— | — | — | 302,812 | 3,818,459 |
(1) | The market value of unvested stock awards is based on the closing market price of our Class A Common Stock on December 31, 2021 of $12.61. |
(2) | The stock options granted will vest and become exercisable as to 25% of the number of shares granted beginning on the one-year anniversary of the grant date, and the remainder of the options will vest in twelve equal quarterly installments over the three-year period following the first anniversary of the grant date, subject to continued employment on the applicable vesting date. |
(3) | The awards of RSUs will vest in three equal annual installments commencing on the first anniversary of the grant date, subject generally to continued employment on the applicable vesting date. |
Number of PSUs |
Number of RSUs |
|||||||
Nelson Fonseca |
195,181 | 195,181 | ||||||
Randy Rowland |
89,978 | 89,978 | ||||||
Carlos Sagasta |
89,978 | 89,978 |
Payout Percentage |
||||||||||||||||||||||||||||||||
Metric |
Weight |
Performance Period |
Vesting Period |
Index |
Below Threshold |
Threshold |
Target |
Maximum |
||||||||||||||||||||||||
TSR |
50 | % | 3-year rolling | |
Annual (33.33% per year) |
|
|
Russell 1000 |
|
0 | % | |
50% (25th percentile) |
|
|
100% (50th percentile) |
|
|
200% (75th percentile) |
| ||||||||||||
Adj. EBITDA |
50 | % | 3-year rolling | |
Annual (33.33% per year) |
|
N/A | 0 | % | 50% | 100% | 200% |
• | Year One of the performance period: Award will vest based on performance during the first year of the performance period; |
• | Year Two: Award will vest based on cumulative performance during the first two years of the performance period; |
• | Year Three: Award will vest based on cumulative performance during the three years of the performance period. |
• | an annual director fee of $60,000; |
• | if the director serves as lead independent director, an additional annual director fee of $25,000; |
• | if the director serves as non-executive chair, an additional annual director fee of $60,000; and |
• | if the director serves on a committee of our board, an additional annual fee as follows: |
• | chair of the audit committee—$25,000 |
• | audit committee members other than the chair—$12,500; |
• | chair of the compensation committee—$20,000; |
• | compensation committee member other than the chair—$10,000; |
• | chair of the nominating and corporate governance committee—$15,000; and |
• | nominating and corporate governance committee member other than the chair—$7,500. |
Name |
Stock Awards ($) (1) |
Total ($) |
||||||
Fahim Ahmed (2) |
31,343 | 31,343 | ||||||
Jeffrey C. Smith |
30,439 | 30,439 | ||||||
John W. Diercksen |
37,535 | 37,535 | ||||||
Michelle Felman |
29,425 | 29,425 | ||||||
Melissa Hathaway |
33,480 | 33,480 | ||||||
Manuel D. Medina (3) |
48,695 | 48,695 | ||||||
Raymond Svider (2) |
24,347 | 24,347 | ||||||
Gregory Waters |
42,613 | 42,613 |
(1) | Represents the aggregate grant date fair value of RSUs granted to each non-employee director on October 1, 2021, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in Note 15 to our audited consolidated financial statements included in this prospectus. |
(2) | In 2022, Fahim Ahmed and Raymond Svider assigned their Board compensation for 2021, for no consideration, to BCEC-SIS Holdings LP. |
(3) | Mr. Medina was an employee of Legacy Cyxtera until the closing of the Business Combination. The table does not include compensation paid to him in connection with his service as an employee of Legacy Cyxtera. |
Name |
Number of RSUs |
|||
Fahim Ahmed (1) |
3,382 | |||
Jeffrey C. Smith |
3,273 | |||
John W. Diercksen |
4,036 | |||
Michelle Felman |
3,164 | |||
Melissa Hathaway |
3,600 | |||
Manuel D. Medina |
5,236 | |||
Raymond Svider (1) |
2,618 | |||
Gregory Waters |
4,582 |
(1) | In 2022, Fahim Ahmed and Raymond Svider assigned their RSUs, for no consideration, to BCEC-SIS Holdings LP. |
• | we have been or are to be a participant; |
• | the amount involved exceeds or will exceed $120,000; and |
• | any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. |
• | each person who is the beneficial owner of more than 5% of the outstanding shares of our Class A common stock; |
• | each of our named executive officers and directors; and |
• | all of our executive officers and directors as a group. |
Name of Beneficial Owner |
Number of Shares of Class A Common Stock Beneficially Owned |
Percentage of Outstanding Class A Common Stock |
||||||
5% Stockholders |
||||||||
SIS Holdings LP (1)(5)(6) |
109,850,000 | 61.5 | % | |||||
FMR LLC (2) |
22,767,069 | 12.7 | % | |||||
Starboard Value LP (3)(7) |
20,767,571 | 11.6 | % | |||||
SVAC Sponsor LLC (4)(5) |
11,262,341 | 6.3 | % | |||||
Directors and NEOs: |
||||||||
Manual D. Medina (6) |
109,850,000 | 61.5 | % | |||||
Fahim Ahmed |
— | — | ||||||
John W. Diercksen |
— | — | ||||||
Michelle Felman |
— | — | ||||||
Melissa Hathaway |
— | — | ||||||
Jeffrey C. Smith (7) |
20,767,571 | 11.6 | % | |||||
Raymond Svider |
— | — | ||||||
Gregory Waters (8) |
93,570 | * | ||||||
Nelson Fonseca |
— | — | ||||||
Randy Rowland |
— | — | ||||||
Carlos Sagasta |
— | — | ||||||
Directors and executive officers as a group (12 individuals) |
130,711,141 | 73.2 | % |
* | Less than one percent. |
(1) | SIS Holdings LP is the record holder of 109,850,000 shares of Class A common stock. The general partner of SIS Holdings LP is SIS Holdings GP LLC, which is managed by a board of directors, a majority of which is appointed by BCEC-SIS Holdings L.P. The general partners of BCEC-SIS Holdings L.P. are CIE Management IX Limited and BCEC Management X Limited, which are controlled by the board of directors, which are appointed by BC Partners Group Holdings Limited, which is a majority-owned subsidiary of BC Partners Holdings Limited, which is controlled by Lee Clark, Karen Jamieson and Mark Rodliffe. As a result, each of the foregoing entities may be deemed to share voting and investment power over the shares of Class A common stock held by SIS Holdings LP. The business address of SIS Holdings LP and SIS Holdings GP LLC is 2333 Ponce De Leon Boulevard, Suite 900, Coral Gables, Florida 33134. The business address of BC Partners Holdings Ltd. and BC Partners Group Holdings Ltd. is West Wing, Floor 2, Trafalgar Court, Les Banques, St. Peter, Port Guernsey. The business address of BCE-SIS Holdings L.P., BCEC Management X Ltd. and CIE Management IX Ltd. is Arnold House P.O. Box 273, St. Julian’s Avenue, St. Peter, Port Guernsey. |
(2) | Based solely upon information contained in the most recently filed Schedule 13G/A of FMR LLC, filed with the SEC on February 9, 2022, reflecting beneficial ownership as of December 31, 2021. According to this Schedule 13G/A, FMR LLC and its Chairman, Abigail P. Johnson, reported the beneficial ownership of 22,767,069 shares on behalf of Fidelity Management and Research Company LLC, a wholly owned subsidiary of FMR LLC and a registered investment adviser, and had sole voting power for 3,250,507 of these shares, no shared voting power, sole dispositive power for 22,767,069 of these shares and no shared dispositive power. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. |
(3) | Based solely upon information contained in the Schedule 13D/A of Starboard Value LP, filed with the SEC on January 25, 2022. According to this Schedule 13D/A, Starboard Value LP, as the investment manager of Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”), Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), Starboard X Master Fund Ltd (“Starboard X Master”) and a certain managed account (“Starboard Value LP Account”) and the manager of Starboard Value and Opportunity S LLC (“Starboard S LLC”), may be deemed the beneficial owner of the (i) 11,602,587 shares of Class A common stock beneficially owned by Starboard V&O Fund, (ii) 2,054,489 shares of Class A common stock beneficially owned by Starboard S LLC, (iii) 1,221,537 shares of Class A common stock beneficially owned by Starboard C LP, (iv) 938,808 shares of Class A common stock owned by Starboard L Master, (v) 1,650,431 shares of Class A common stock owned by Starboard X Master and (vi) 3,299,719 shares of Class A common stock through the Starboard Value LP Account. Starboard Value LP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The business address of Starboard Value LP is 777 Third Avenue, 18th Floor, New York, New York 10017. |
(4) | SVAC Manager LLC, a Delaware limited liability company, is the manager of SVAC Sponsor LLC. SVAC Sponsor LLC’s business address is 777 Third Avenue, 18th Floor, New York, New York 10017. |
(5) | Pursuant to the Stockholders Agreement, SVAC Sponsor LLC and SIS Holdings LP may be deemed to be a group. If SVAC Sponsor LLC and SIS Holdings LP were a group, such group would be deemed to beneficially own 121,112,341, or 67.8%, of the outstanding Class A common stock. |
(6) | Medina Capital Fund II—SIS Holdco, L.P. maintains the right (subject to certain conditions) to elect one of BCEC-SIS Holdings L.P.’s designees to the board of directors of Cyxtera and a negative consent right over the disposition of the Class A common stock held by SIS Holdings LP. Medina Capital Fund II—SIS Holdco GP, LLC is the general partner of Medina Capital Fund II—SIS Holdco, L.P., which is ultimately controlled by Manuel D. Medina. As a result, Mr. Medina and each of the foregoing entities may be deemed to share voting and investment power over the shares of Class A common stock held by SIS Holdings LP. |
(7) | Jeffrey C. Smith may be deemed to beneficially own 20,767,571 shares of Class A common stock because he is a member of Starboard Value GP, LLC, which is the general partner of Starboard Value LP, and, therefore, may be deemed to direct the voting and dispositive decisions of Starboard Value LP with respect to such Class A common stock. Mr. Smith disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The business address of Mr. Smith and Starboard Value LP is 777 Third Avenue, 18th Floor, New York, New York 10017. |
(8) | Consists of 93,570 held by the Waters Family Trust, which are indirectly beneficially owned by Gregory Waters. |
Name of Selling Stockholder |
Non-Derivative Class A Common Stock Beneficially Owned Prior to Offering |
Number of Shares of Class A Common Stock Being Offered (1) |
Class A Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock are Sold |
|||||||||||||
Number |
Percent |
|||||||||||||||
Alberta Investment Management |
||||||||||||||||
Corporation (2) |
330,000 | 330,000 | — | — | ||||||||||||
FIAM Group Trust For Employee Benefit Plans - FIAM REIT Commingled Pool (2) |
30,967 | 30,967 | — | — | ||||||||||||
Fidelity Advisor Series I - Fidelity Advisor Growth Opportunities Fund (2) |
969,061 | 969,061 | — | — | ||||||||||||
Fidelity Advisor Series I - Fidelity Advisor Series Growth Opportunities Fund (2) |
33,716 | 33,716 | — | — | ||||||||||||
Fidelity Advisor Series VII - Fidelity Advisor Real Estate Fund (2) |
180,025 | 180,025 | — | — | ||||||||||||
Fidelity Central Investment Portfolios LLC - Fidelity Real Estate Equity Central Fund (2) |
391,426 | 391,426 | — | — | ||||||||||||
Fidelity Central Investment Portfolios LLC - Fidelity U.S. Equity Central Fund - Real Estate Sub (2) |
319,903 | 319,903 | — | — | ||||||||||||
Fidelity Investments Canada ULC - Fidelity U.S. REIT Institutional Trust (2) |
3,341 | 3,341 | — | — | ||||||||||||
Fidelity Investments Canada ULC - US Monthly Income - U.S. REITs Sub Account (2) |
43,815 | 43,815 | — | — | ||||||||||||
Fidelity NorthStar Fund (2) |
41,195 | 41,195 | — | — | ||||||||||||
Fidelity Select Portfolios - Fidelity Real Estate Investment Portfolio (2) |
1,500,000 | 1,500,000 | — | — | ||||||||||||
Fidelity Select Portfolios - Select Construction and Housing Portfolio (2) |
200,000 | 200,000 | — | — | ||||||||||||
Fidelity U.S. Growth Opportunities Investment Trust (2) |
12,381 | 12,381 | — | — | ||||||||||||
Healthcare of Ontario Pension Plan Trust Fund (2) |
500,000 | 500,000 | — | — | ||||||||||||
Kepos Alpha Master Fund L.P. (2)(3) |
1,100,000 | 1,100,000 | — | — | ||||||||||||
Lowell W. Robinson (4) |
30,000 | 30,000 | — | — | ||||||||||||
Managed Account of Starboard Value LP (5) |
3,299,719 | 2,785,969 | 513,750 | (6) |
— | |||||||||||
Martin D. McNulty (4) |
505,150 | 505,150 | — | — | ||||||||||||
Mendocino Capital, LLC (2) |
474,072 | 474,072 | — | — | ||||||||||||
Michelle Felman 2020 Irrevocable Trust (4) |
30,000 | 30,000 | — | — | ||||||||||||
Owl Rock Technology Finance Corp. (2) |
1,500,000 | 1,500,000 | — | — | ||||||||||||
Pauline J. Brown (4) |
30,000 | 30,000 | — | — | ||||||||||||
Robert L. Greene (4) |
30,000 | 30,000 | — | — | ||||||||||||
SA Fidelity Institutional AM Real Estate Portfolio (2) |
125,181 | 125,181 | — | — | ||||||||||||
Saba Capital Master Fund III L.P. (2) |
5,965 | 5,965 | — | — | ||||||||||||
Saba Capital Master Fund Ltd. (2) |
15,672 | 15,672 | — | — | ||||||||||||
Saba II AIV LP (2) |
42,543 | 42,543 | — | — |
Name of Selling Stockholder |
Non-Derivative Class A Common Stock Beneficially Owned Prior to Offering |
Number of Shares of Class A Common Stock Being Offered (1) |
Class A Common Stock Beneficially Owned After the Offered Shares of Class A Common Stock are Sold |
|||||||||||||
Sentinel Dome Partners, LLC(2) (7) |
300,000 | 300,000 | — | — | ||||||||||||
SIS Holdings LP (8) |
109,850,000 | 106,100,000 | 3,750,000 | (6) |
2.1 | % | ||||||||||
Starboard Value and Opportunity C LP (9) |
1,221,537 | 1,004,037 | 217,500 | (6) |
0.1 | % | ||||||||||
Starboard Value and Opportunity Master Fund L LP (10) |
938,808 | 788,808 | 150,000 | (6) |
0.1 | % | ||||||||||
Starboard Value and Opportunity Master Fund Ltd (11) |
11,602,587 | 9,510,087 | 2,092,500 | (6) |
1.2 | % | ||||||||||
Starboard Value and Opportunity S LLC (12) |
2,054,489 | 1,690,739 | 363,750 | (6) |
0.2 | % | ||||||||||
Starboard X Master Fund Ltd (13) |
1,650,431 | 1,237,931 | 412,500 | (6) |
0.2 | % | ||||||||||
SVAC Sponsor LLC (14) |
11,262,341 | 11,262,341 | — | — | ||||||||||||
Variable Insurance Products Fund III - Growth Opportunities Portfolio (2) |
143,648 | 143,648 | — | — | ||||||||||||
Variable Insurance Products Fund IV - VIP Real Estate Portfolio (2) |
150,297 | 150,297 | — | — | ||||||||||||
Verizon (DC) - FIAM REIT Separate Account (2) |
255,044 | 255,044 | — | — | ||||||||||||
Total Shares |
151,173,314 |
143,673,314 |
7,500,000 |
4.2 |
% |
(1) | The amounts set forth in this column are the number of shares of Class A common stock that may be offered by each Selling Stockholder using this prospectus. These amounts do not represent any other shares of our common stock that the Selling Stockholder may own beneficially or otherwise. |
(2) | Received such shares pursuant to the PIPE Issuance. |
(3) | Kepos Capital LP is the investment manager of the selling securityholder and Kepos Partners LLC is the General Partner of the selling securityholder and each may be deemed to have voting and dispositive power with respect to the shares. The general partner of Kepos Capital LP is Kepos Capital GP LLC (the “Kepos GP”) and the Managing Member of Kepos Partners LLC is Kepos Partners MM LLC (“Kepos MM”). Mark Carhart controls Kepos GP and Kepos MM and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by this selling securityholder. Mr. Carhart disclaims beneficial ownership of the shares held by the selling securityholder. The address of Kepos Capital LP and Mr. Carhart is 11 Times Square, 35th Floor, New York, New York 10036. |
(4) | Received such shares upon conversation of the founder shares from Class B common stock to Class A common stock at the consummation of the Business Combination. |
(5) | Consists of 924,000 shares received pursuant to the PIPE Issuance, 1,778,947 shares received pursuant to the forward purchase agreement, 83,022 shares received pursuant to the cashless exercise of forward purchase warrants and 513,750 shares received upon the exercise of the selling stockholder’s option of the Optional Shares Purchase Agreement. |
(6) | Represents the number of shares that were received upon the exercise of the selling stockholder’s portion of the Optional Share Purchase Agreement. |
(7) | Includes (i) 21,297 shares owned by NPB Manager Fund, SPC.- Segregated Portfolio 102, (ii) 36,209 shares owned by NPB Manager Fund, SPC.- Segregated Portfolio 103, (iii) 183,981 shares owned by SDP Flagship Master Fund, LP, and (iv) 58,513 shares owned by SDP Opportunities Master Fund L.P. |
(8) | Received such shares as consideration for its equity securities in Legacy Cyxtera upon the consummation of the Business Combination and upon the exercise of the selling stockholder’s option of the Optional Shares Purchase Agreement. |
(9) | Consists of 354,000 shares received pursuant to the PIPE Issuance, 621,053 shares received pursuant to the forward purchase agreement, 28,984 shares received pursuant to the cashless exercise of forward purchase warrants and 217,500 shares received upon the exercise of the selling stockholder’s option of the Optional Shares Purchase Agreement. |
(10) | Consists of 282,000 shares received pursuant to the PIPE Issuance, 484,211 shares received pursuant to the forward purchase agreement, 22,597 shares received pursuant to the cashless exercise of forward purchase warrants and 150,000 shares received upon the exercise of the selling stockholder’s option of the Optional Shares Purchase Agreement. |
(11) | Consists of 3,186,000 shares received pursuant to the PIPE Issuance, 6,042,104 shares received pursuant to the forward purchase agreement, 281,983 shares received pursuant to the cashless exercise of forward purchase warrants and 2,092,500 shares received upon the exercise of the selling stockholder’s option of the Optional Shares Purchase Agreement. |
(12) | Consists of 600,000 shares received pursuant to the PIPE Issuance, 1,042,105 shares received pursuant to the forward purchase agreement, 48,634 shares received pursuant to the cashless exercise of forward purchase warrants and 363,750 shares received upon the exercise of the selling stockholder’s option of the Optional Shares Purchase Agreement. |
(13) | Consists of 654,000 shares received pursuant to the PIPE Issuance, 557,895 shares received pursuant to the forward purchase agreement, 26,036 shares received pursuant to the cashless exercise of forward purchase warrants and 412,500 shares received upon the exercise of the selling stockholder’s option of the Optional Shares Purchase Agreement. |
(14) | Consists of 9,480,713 shares received upon conversion of the founder shares from Class B common stock to Class A common stock at the consummation of the Business Combination and 1,781,628 shares received pursuant to the cashless exercise of the private placement warrants. |
• | the board of directors approved the acquisition prior to its consummation; |
• | the interested stockholder owned at least 85% of the outstanding voting stock upon consummation of the acquisition; or |
• | the business combination is approved by the board of directors, and by a 2/3 majority vote of the other stockholders in a meeting. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | to or through underwriters or broker-dealers; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in privately negotiated transactions; |
• | in options transactions; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
Page |
||||
PART I—FINANCIAL INFORMATION | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-9 |
2021 |
2020 |
|||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | $ | ||||||
Accounts receivable, net of allowance of $ |
||||||||
Prepaid and other current assets |
||||||||
Due from affiliates (Note 21) |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Goodwill |
||||||||
Intangible assets, net |
||||||||
Other assets |
||||||||
|
|
|
|
|||||
Total assets |
$ | $ | ||||||
|
|
|
|
|||||
Liabilities and shareholders’ equity: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Due to affiliates (Note 21) |
||||||||
Current portion of long-term debt, capital leases and other financing obligations |
||||||||
Deferred revenue |
||||||||
Other current liabilities |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Long-term debt, net of current portion |
||||||||
Capital leases and other financing obligations, net of current portion |
||||||||
Deferred income taxes |
||||||||
Warrant liabilities |
||||||||
Other liabilities |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments and contingencies (Note 19) |
||||||||
Shareholders’ equity: |
||||||||
Preferred Stock, $ |
||||||||
Class A common stock, $ and outstanding as of December 31, 2021 , and December 31, 2020, respectively |
||||||||
Additional paid-in capital |
||||||||
Accumulated other comprehensive income |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total shareholders’ equity |
||||||||
|
|
|
|
|||||
Total liabilities and shareholders’ equity |
$ | $ | ||||||
|
|
|
|
2021 |
2020 |
|||||||
Revenues |
$ |
$ |
||||||
|
|
|
|
|||||
Operating costs and expenses: |
||||||||
Cost of revenues, excluding depreciation and amortization |
||||||||
Selling, general and administrative expenses |
||||||||
Depreciation and amortization |
||||||||
Restructuring, impairment, site closures and related costs (Note 5) |
— | |||||||
Transaction-related costs (Note 14) |
— | |||||||
Recovery of notes receivable from affiliate (Note 21) |
( |
) | ||||||
|
|
|
|
|||||
Total operating costs and expenses |
||||||||
|
|
|
|
|||||
(Loss) income from operations |
( |
) |
||||||
Interest expense, net |
( |
) | ( |
) | ||||
Other expenses, net |
( |
) | ( |
) | ||||
Change in fair value of the warrant liabilities |
( |
) | — | |||||
|
|
|
|
|||||
Loss from operations before income taxes |
( |
) | ( |
) | ||||
Income tax benefit (expense) |
( |
) | ||||||
|
|
|
|
|||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Loss per Share |
||||||||
Basic and diluted |
$ | ( |
) | $ | ( |
) | ||
Weighted average number of shares outstanding |
||||||||
Basic and diluted |
2021 |
2020 |
|||||||
Net loss |
$ | ( |
) |
$ | ( |
) | ||
|
|
|
|
|||||
Other comprehensive (loss) income: |
||||||||
Foreign currency translation adjustment |
( |
) | ||||||
|
|
|
|
|||||
Other comprehensive (loss) income |
( |
) | ||||||
|
|
|
|
|||||
Comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Class A common Stock |
Additional paid-in capital |
Accumulated other comprehensive income (loss) |
Accumulated deficit |
Total shareholders’ equity |
||||||||||||||||||||
Share |
Amount |
|||||||||||||||||||||||
Balance as of December 31, 2019 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||
Retroactive application of recapitalization |
— | — | — | — | — | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Adjusted balance, beginning of period |
( |
) | ||||||||||||||||||||||
Equity-based compensation |
— | — | — | — | ||||||||||||||||||||
Cybersecurity Spinoff (2019) |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Other comprehensive income (loss) |
— | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2020 |
( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity-based compensation |
— | — | — | — | ||||||||||||||||||||
Capital redemption |
( |
) | — | ( |
) | — | — | ( |
) | |||||||||||||||
Reverse recapitalization, net of transaction costs |
— | — | — | |||||||||||||||||||||
Capital contribution |
— | — | — | — | ||||||||||||||||||||
Issuance of shares related to exercise of warrants |
— | — | — | |||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Other comprehensive (loss) income |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
2020 |
|||||||
Net loss |
$ | ( |
) |
$ | ( |
) | ||
|
|
|
|
|||||
Cash flows from operating activities: |
||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||
Depreciation and amortization |
||||||||
Restructuring, impairment, site closures and related costs |
||||||||
Amortization of favorable/unfavorable leasehold interests, net |
||||||||
Loss on extinguishment of debt and amortization of debt issuance costs and fees, net |
||||||||
Recovery of notes receivable from affiliate (Note 21) |
( |
) | ||||||
Equity-based compensation |
||||||||
Reversal of provision for doubtful accounts |
( |
) | ( |
) | ||||
Change of fair value of warrant liabilities |
||||||||
Deferred income taxes |
( |
) | ||||||
Non-cash interest expense, net |
||||||||
Changes in operating assets and liabilities, excluding impact of acquisitions and dispositions: |
||||||||
Accounts receivable |
||||||||
Prepaid and other current assets |
||||||||
Due from affiliates |
||||||||
Other assets |
||||||||
Accounts payable |
( |
) | ( |
) | ||||
Accrued expenses |
( |
) | ||||||
Due to affiliates |
( |
) | ( |
) | ||||
Other liabilities |
||||||||
|
|
|
|
|||||
Net cash provided by operating activities |
||||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases from property and equipment |
( |
) | ( |
) | ||||
Amounts received from (advanced to) affiliate (Note 21) |
( |
) | ||||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
( |
) | ||||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of long-term debt and other financing obligations |
||||||||
Proceeds from recapitalization, net of issuance costs |
||||||||
Capital contribution |
||||||||
Proceeds from sale-leaseback financing |
||||||||
Repayment of long-term debt |
( |
) | ( |
) | ||||
Repayment of capital leases and other financing obligations |
( |
) | ( |
) | ||||
Capital redemption |
( |
) | ||||||
|
|
|
|
|||||
Net cash (used in) provided by financing activities |
( |
) | ||||||
|
|
|
|
|||||
Effect of foreign currency exchange rates on cash |
||||||||
|
|
|
|
|||||
Net (decrease) increase in cash |
( |
) | ||||||
Cash at beginning of period |
||||||||
|
|
|
|
|||||
Cash at end of period |
$ | $ | ||||||
|
|
|
|
2021 | 2020 | |||||||
Supplemental cash flow information: |
||||||||
Cash paid for income taxes, net |
$ | $ | ||||||
Cash paid for interest |
$ | $ | ||||||
Non-cash |
$ | $ | ||||||
Asset class |
Estimated useful lives (years) | |
Buildings |
— | |
Leasehold improvements |
— | |
Personal property |
— |
Input level |
Description of input | |
Level 1 | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets | |
Level 2 | Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly | |
Level 3 | Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability |
Recapitalization ( in millions) |
||||
SVAC’s trust and cash, net of redemption |
$ |
|||
Cash-PIPE Investment |
||||
Cash-Forward Purchase |
||||
Less: transaction cost and advisory fees, net of tax benefit |
( |
) | ||
|
|
|||
Net proceeds from reverse recapitalization |
||||
Plus: non-cash net liabilities assumed(1) |
( |
) | ||
Less: accrued transaction costs and advisory fees |
( |
) | ||
|
|
|||
Net contributions from reverse recapitalization |
$ | |||
|
|
(1) |
Represents $ non-cash Public and Private Warrant liabilities assumed. |
Year Ended December 31, |
||||
2021 |
||||
Public and Private Warrants |
||||
Unvested employee stock options |
||||
Unvested restrictive stock units |
||||
Optional Shares |
||||
|
|
|||
Total Shares |
||||
|
|
2021 |
||||
Beginning balance |
$ |
|||
Lease termination costs |
||||
Reclassification of deferred rent credits |
||||
Accretion |
||||
Payments |
( |
|||
|
|
|||
Ending balance |
$ | |||
|
|
2021 | 2020 | |||||||
Recurring revenue |
$ | $ | ||||||
Non-recurring revenues |
||||||||
|
|
|
|
|||||
Total |
$ | $ | ||||||
|
|
|
|
Receivables |
Contract asset, current |
Contract asset, non-current |
Deferred revenue, current |
Deferred revenue, non-current |
||||||||||||||||
Closing balances as of December 31, 2019 |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Net (decrease) increase during the year ended December 31, 2020 |
( |
) | ( |
) | ( |
) | ||||||||||||||
Closing balances as of December 31, 2020 |
||||||||||||||||||||
Net (decrease) increase during the year ended December 31, 2021 |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Closing balances as of December 31, 2021 |
2021 | 2020 | |||||||
Beginning balance |
$ | $ | ||||||
Recoveries (Write-offs) |
( |
) | ||||||
Reversal of allowance |
( |
) | ( |
) | ||||
Impact of foreign currency translation |
( |
) | ||||||
Ending balance |
$ | $ | ||||||
2021 | 2020 | |||||||
Contract asset, current |
$ | $ | ||||||
Prepaid expenses |
||||||||
Value added tax (“VAT”) receivable |
||||||||
Other current assets |
||||||||
Total prepaid and other current assets | $ | $ | ||||||
2021 | 2020 | |||||||
Land |
$ | $ | ||||||
Buildings |
||||||||
Leasehold improvements |
||||||||
Personal property |
||||||||
Construction in progress |
||||||||
Less: accumulated depreciation and amortization |
( |
) | ( |
) | ||||
Property, plant and equipment, net |
$ | $ | ||||||
2021 | 2020 | |||||||||||||||||||||||
Gross | Accumulated Amortization |
Net | Gross | Accumulated Amortization |
Net | |||||||||||||||||||
Customer relationships |
$ | $ | ( |
) | $ | $ | $ | ( |
) | $ | ||||||||||||||
Favorable leasehold interests |
( |
) | ( |
) | ||||||||||||||||||||
Developed technology |
( |
) | ( |
) | ||||||||||||||||||||
Total intangibles |
$ | $ | ( |
) | $ | $ | $ | ( |
) | $ | ||||||||||||||
For the years ending: |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total amortization expense |
$ | |||
2021 | 2020 | |||||||||||||||
Carrying value | Fair value | Carrying value | Fair value | |||||||||||||
2017 First Lien Term Facility |
$ | $ | $ | $ | ||||||||||||
2019 First Lien Term Facility |
||||||||||||||||
2017 Second Lien Term Facility |
||||||||||||||||
Revolving Facility |
||||||||||||||||
2021 Revolving Facility |
For the years ending: | ||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total minimum lease payments |
||||
Less: amount representing interest |
( |
) | ||
Present value of net minimum lease payments |
||||
Less: current portion |
( |
) | ||
Capital leases, net of current portion |
$ | |||
For the years ending: |
Lease receipts |
Lease commitments (1) |
||||||
2022 |
$ | $ | ||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
||||||||
Thereafter |
||||||||
Total minimum lease receipts/payments |
$ | $ | ||||||
(1) |
Minimum lease payments have not been reduced by minimum sublease rentals of $ non-cancelable subleases. |
2021 | 2020 | |||||||
2017 First Lien Term Facility due May 2024 |
$ | $ | ||||||
2019 First Lien Term Facility due May 2024 |
||||||||
2017 Second Lien Term Facility due May 2025 |
||||||||
Revolving Facility due May 2022 |
||||||||
2021 Revolving Facility due November 2023 |
||||||||
Less: unamortized debt issuance costs |
( |
) | ( |
) | ||||
Less: current maturities of long-term debt |
( |
) | ( |
) | ||||
Long-term debt, net current portion |
$ | $ | ||||||
For the years ending: | Principal amount | |||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
|
|
|||
Total |
$ | |||
|
|
2021 | 2020 | |||||||
Interest expense on debt, net of capitalized interest |
$ | $ | ||||||
Interest expense on capital leases |
||||||||
Amortization of deferred financing costs and fees |
||||||||
Interest income on Promissory Notes (Note 21) |
( |
) | ||||||
|
|
|
|
|||||
Total |
$ | $ | ||||||
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sales price of the Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the last sale price of Class A common stock equals or exceeds $ |
• | if, and only if, the Private Placement Warrants also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and |
• | if , and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available. |
Public Warrants (Level 1) |
Private Warrants (Level 2) |
Private Warrants (Level 3) |
Total |
|||||||||||||
Balance at the beginning of the period |
$ | $ | $ | $ | ||||||||||||
Warrant liabilities assumed on July 29, 2021 |
||||||||||||||||
Level 3 transfer-out and Level 2 transfer-in value |
( |
) | ||||||||||||||
Change in the fair value of the warrant liabilities |
||||||||||||||||
Warrants exercised for Class A common stock |
( |
) | ( |
) | ||||||||||||
Balance at the end of the period |
$ | $ | $ | $ | ||||||||||||
Inputs |
As of July 29, 2021 | |||
Risk-free interest rate |
% | |||
Volatility for Least-Square Monte Carlo Model |
% | |||
Expected Term in Years |
||||
Fair Value of Class A Common Stock |
$ |
2019 | 2018 | |||||||
Expected life (years) |
||||||||
Risk-free rate (%) |
% | % | ||||||
Expected volatility (%) |
% | % | ||||||
Expected dividend (%) |
% | % |
Number of units | Weighted-average grant date fair value |
|||||||
Outstanding at January 1, 2020 |
$ | |||||||
Forfeited |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Outstanding at December 31, 2020 |
$ | |||||||
Forfeited |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Outstanding at December 31, 2021 |
$ | |||||||
|
|
|
|
Stock Options Granted during the Year Ended December 31, 2021 |
||||
Expected term (in years) |
||||
Expected stock volatility |
% | |||
Risk-free interest rate |
% | |||
Stock price at grant date |
$ | |||
Exercise price |
$ | |||
Dividend yield |
% |
Shares Subject to Options |
Weighted Average Exercise Price per Share |
Weighted Average Remaining Contractual Life (Years) |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding from January 1, 2020, to December 31, 2020 |
$ | — | $ | — | ||||||||||||
Granted |
$ | |||||||||||||||
Exercised |
— | $ | — | |||||||||||||
Expired/forfeited |
— | $ | — | |||||||||||||
|
|
|||||||||||||||
Outstanding at December 31, 2021 |
$ | $ | ||||||||||||||
|
|
|||||||||||||||
Exercisable, December 31, 2021 |
— | $ | — | — | $ | — | ||||||||||
Unvested and expected to vest, December 31, 2021 |
$ | $ |
Shares Subject to RSUs |
Weighted Average Grant Date Fair Value |
Weighted Average Remaining Contractual Life (Years) |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding from January 1, 2020, to December 31, 2020 |
$ | — | $ | — | ||||||||||||
Granted |
$ | |||||||||||||||
Exercised |
— | $ | — | |||||||||||||
Expired/forfeited |
( |
) | $ | |||||||||||||
|
|
|||||||||||||||
Outstanding at December 31, 2021 |
$ | $ | ||||||||||||||
|
|
|||||||||||||||
Exercisable, December 31, 2021 |
— | $ | — | — | $ | — | ||||||||||
Unvested and expected to vest, December 31, 2021 |
$ | $ |
2021 | 2020 | |||||||
Domestic and foreign loss: |
||||||||
US loss |
$ | ( |
) | $ | ( |
) | ||
Foreign loss |
( |
) | ( |
) | ||||
Total loss before income taxes |
( |
) | ( |
) | ||||
Current: |
||||||||
US Federal |
$ | $ | ||||||
US State and local |
( |
) | ( |
) | ||||
Foreign |
( |
) | ( |
) | ||||
Total current tax provision |
( |
) | ( |
) | ||||
Deferred: |
||||||||
US Federal |
||||||||
US State and local |
( |
) | ||||||
Foreign |
( |
) | ||||||
Total deferred tax provision |
( |
) | ||||||
Total income tax benefit (expense) |
$ | $ | ( |
) | ||||
2021 | 2020 | |||||||
Income tax at US federal statutory income tax rate |
$ | $ | ||||||
State and local taxes, net of federal income tax benefit |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Nondeductible equity-based compensation |
( |
) | ( |
) | ||||
Taxes of foreign operations at rates different than US Federal statutory rates |
( |
) | ||||||
Foreign adjustments |
( |
) | ||||||
Impact of foreign law changes |
( |
) | ||||||
Change of fair value of the warrant liabilities |
( |
) | ||||||
Other |
( |
) | ( |
) | ||||
Total income tax benefit (expense) |
$ | $ | ( |
) | ||||
2021 | 2020 | |||||||
Deferred tax assets: |
||||||||
Capital leases |
$ | $ | ||||||
Other accruals |
||||||||
Deferred rent |
||||||||
Acquisition and other related costs |
||||||||
Net operating loss carryforward |
||||||||
Interest expense carryforward |
||||||||
Asset retirement obligations |
||||||||
Allowance for doubtful accounts |
||||||||
Impairment of Promissory Notes |
||||||||
Other |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Total deferred tax assets |
||||||||
Less deferred tax liabilities: |
||||||||
Intangibles |
( |
) | ( |
) | ||||
Property, plant and equipment |
( |
) | ( |
) | ||||
Contract asset |
( |
) | ( |
) | ||||
Other |
( |
) | ( |
) | ||||
Total deferred tax liability |
( |
) | ( |
) | ||||
Deferred tax liability, net |
$ | ( |
) | $ | ( |
) | ||
2021 |
2020 |
|||||||
Beginning balance as of January 1 |
$ | $ | ||||||
Additions based on tax positions related to the current year |
||||||||
Settlements |
( |
) | ||||||
Closing balance as of December 31 |
$ | $ | ||||||
• |
Appgate. transition services agreement and other services |
• |
Promissory Notes |
2021 | 2020 | |||||||
Beginning balance |
$ | $ | ||||||
Provision for loan losses |
||||||||
Reversal of allowance |
( |
) | ||||||
Net reversal of allowance for loan losses |
( |
) | ||||||
Write offs |
( |
) | ||||||
Ending balance |
$ | $ | ||||||
• | Service provider management consulting fee and structuring fee |
• | Sponsor’s investment in the First Lien Term Facility |
• |
Optional Share Purchase |
• | Relationships with certain members of the Company’s board of directors |
2021 |
2020 |
|||||||
Revenues (1) |
$ | $ | ||||||
Selling, general and administrative expenses (2) |
||||||||
Recovery of notes receivable from affiliate (3) |
( |
) | ||||||
Interest income (4) |
||||||||
Other (expense) income, net (5) |
( |
) |
(1) |
Revenues for the years ended December 31, 2021, and 2020 include amounts recognized from contracts with Appgate, Brainspace Corporation and Presidio. Appgate is an affiliate of the Company and a direct subsidiary of SIS. Brainspace Corporation was an affiliate of the Company and an indirect subsidiary of SIS through January 20, 2021. |
(2) |
Selling, general and administrative expenses include amounts incurred under the Transition Services Agreement. |
(3) |
Represents net recovery recognized in connection with amounts funded under the Promissory Notes. |
(4) |
Represents interest income recognized under one of the Promissory Notes and under the Transaction Services Agreement for the years ended December 31, 2021, and 2020. |
(5) |
Includes expenses incurred in connection with board fees and management fees paid for the years ended December 31, 2021, and 2020. |
2021 |
2020 |
|||||||
Accounts receivable (1) |
$ | $ | ||||||
Due from affiliates (2) |
||||||||
Accounts payable (3) |
||||||||
Accrued expenses (4) |
||||||||
Due to affiliates (5) |
(1) |
Accounts receivable at December 31, 2021, and 2020, include amounts due from Appgate under the Transition Services Agreement, and trade receivables due from Appgate and Brainspace Corporation. |
(2) |
Due from affiliates at December 31, 2020 includes amounts due from Appgate under the Promissory Notes. |
(3) |
Accounts payable at December 31, 2021, and 2020, include amounts due to Appgate under the Transition Services Agreement, and trade payables due to Appgate. |
(4) |
Accrued expenses at December 31, 2021, and 2020, include board fees owed to the independent directors of the Company. |
(5) |
Due to affiliates at December 31, 2020 includes amounts owed under the Transaction Services Agreement. |
Item 13. |
Other Expenses of Issuance and Distribution. |
Amount |
||||
Securities and Exchange Commission registration fee |
$ | 169,158.46 | ||
Accountants’ fees and expenses |
$ | 30,000.00 | ||
Legal fees and expenses |
$ | 100,000.00 | ||
Miscellaneous |
$ | 841.54 | ||
Total expenses |
$ | 300,000.00 |
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
Item 16. |
Exhibits and Financial Statement Schedules. |
* | Filed herewith. |
# | Represents management contract or compensatory plan or arrangement. |
Item 17. |
Undertakings. |
(a) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(b) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(c) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and |
(d) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
CYXTERA TECHNOLOGIES, INC. | ||
By: |
/s/ Nelson Fonseca | |
Name: |
Nelson Fonseca | |
Title: |
Chief Executive Officer and Director |
Signature |
Title | |
/s/ Nelson Fonseca | ||
Nelson Fonseca | Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ Carlos Sagasta | ||
Carlos Sagasta | Chief Financial Officer (Principal Financial Officer) | |
/s/ Edmundo Miranda |
||
Edmundo Miranda | Principal Accounting Officer | |
* | ||
Fahim Ahmed | Director | |
* | ||
John W. Diercksen | Director | |
* | ||
Michelle Felman | Director | |
* | ||
Melissa Hathaway | Director | |
* | ||
Manuel D. Medina | Director | |
* | ||
Jeffrey C. Smith | Director | |
* | ||
Raymond Svider | Director | |
* | ||
Gregory Waters | Director |
*By: | /s/ Nelson Fonseca | |
Nelson Fonseca | ||
Attorney-in-fact |