ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 26, 2021, CyrusOne Europe Finance DAC,
a designated activity company organized under the laws of Ireland (the “Issuer”) and an indirect subsidiary of CyrusOne Inc.,
a Maryland corporation (the “Company”), closed its previously announced offering of €500 million aggregate principal
amount of 1.125% Senior Notes due 2028 (the “Notes”).
The Notes were issued in a private offering exempt
from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons outside of
the United States pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities
Act and may not be offered or sold within the United States or to United States persons (within the meaning of Regulation S under the
Securities Act) absent registration or an applicable exemption from the registration requirements.
The Issuer is wholly owned by CyrusOne LP, a Maryland
limited partnership (the “Operating Partnership”). The Notes were issued pursuant to an indenture, dated as of May 26,
2021 (the “Indenture”), among the Issuer and Wells Fargo Bank, N.A., as trustee, the Operating Partnership and the Company,
as guarantors, Deutsche Bank Trust Company Americas, as authenticating agent and security registrar and Deutsche Bank AG, London Branch,
as paying agent and transfer agent.
Indenture
The Company is filing the Indenture as Exhibit 4.1
to this report.
The Notes are unsecured senior obligations of the
Issuer, which rank equally in right of payment with all of the Issuer’s existing and future unsecured senior debt and senior in
right of payment to all of the Issuer’s future subordinated debt, if any. The Notes will be effectively subordinated to any of the
Issuer’s future secured debt, if any, to the extent of the value of the assets securing such debt. The Notes will be guaranteed
on a senior unsecured basis by CyrusOne LP and CyrusOne Inc., the sole beneficial owner and sole trustee of CyrusOne GP, which is the
sole general partner of CyrusOne LP. The guarantees will rank equally in right of payment with all of CyrusOne Inc.’s and CyrusOne
LP’s existing and future unsecured senior debt and senior in right of payment to all of CyrusOne Inc.’s and CyrusOne LP’s
future subordinated debt, if any. The guarantees will be effectively subordinated to any of CyrusOne Inc.’s and CyrusOne LP’s
future secured debt to the extent of the value of the assets securing such debt. In addition, the guarantees will be structurally subordinated
to the liabilities of any subsidiaries of CyrusOne LP and CyrusOne Inc. (other than the Issuer).
The Notes will bear interest at a rate of 1.125%
per annum, payable annually on May 26 of each year, beginning on May 26, 2022.
The Indenture limits the ability of CyrusOne LP
and its subsidiaries to incur secured or unsecured indebtedness and to merge, consolidate or transfer all or substantially all of their
assets, in each case subject to certain qualifications set forth in the Indenture. The Indenture also requires CyrusOne LP and its subsidiaries
to maintain total unencumbered assets of at least 150% of their unsecured indebtedness on a consolidated basis.
The Notes will mature on May 26, 2028. However,
prior to February 26, 2028, the Issuer may redeem some or all of the Notes at a price equal to 100% of their principal amount plus
a “make-whole” premium. In addition, the Issuer may redeem some or all of the Notes on or after February 26, 2028, at
a redemption price equal to 100% of the aggregate principal amount of the Notes. In each case, the Issuer must also pay accrued and unpaid
interest, if any, to the redemption date.
The above description of the Indenture does not
purport to be a complete statement of the parties’ rights and obligations under the Indenture and is qualified in its entirety by
reference to the terms of the Indenture, a copy of which is attached hereto as Exhibit 4.1, and which is incorporated herein by reference.