CyrusOne Inc. (NASDAQ:CONE) (the “Company”) today announced that
CyrusOne LP and CyrusOne Finance Corp. (the “Issuers”) have
commenced tender offers (each, a “Tender Offer”) to purchase for
cash any and all of their outstanding 5.000% Senior Notes due 2024
and 5.375% Senior Notes due 2027 (together, the “Notes”).
In conjunction with the Tender Offers, the Issuers have also
commenced solicitations of consents (the “Consent Solicitations”)
to amend the indentures governing each series of 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. The Tender
Offers and Consent Solicitations (together, the “Offers”) are being
made upon the terms and conditions set forth in the Offer to
Purchase and Consent Solicitation Statement (the “Offer to Purchase
and Consent Solicitation”), dated November 20, 2019.
Holders of the Notes are urged to carefully read the Offer to
Purchase and Consent Solicitation before making any decision with
respect to the Offers. The following table summarizes certain
material terms of the Offers:
CUSIP Numbers
Outstanding Principal
Amount
Title of Security
Early Redemption Date
Fixed Spread
Reference Security
Relevant Bloomberg
Page
Consent Payment
23283PAE4
23283PAG9
$700,000,000
5.000% Senior Notes due 2024
March 15, 2020
0.50%
1.625% U.S. Treasury Note due
March 15, 2020
PX3
$30.00 per $1,000 Principal
Amount of Notes
23283PAH7
23283PAK0
$500,000,000
5.375% Senior Notes due 2027
March 15, 2022
0.50%
2.375% U.S. Treasury Note due
March 15, 2022
PX5
$30.00 per $1,000 Principal
Amount of Notes
Holders who validly tender their Notes of either series and
deliver their consent pursuant to the Consent Solicitations on or
prior to 5:00 p.m., New York City time, on December 4, 2019, unless
extended or earlier terminated as described in the Offer to
Purchase and Consent Solicitation (the “Consent Payment Deadline”),
and who do not validly withdraw their Notes or consent, will be
eligible to receive the applicable total consideration for such
series of Notes determined in the manner described in the Offer to
Purchase and Consent Solicitation by reference to the fixed spread
over the yield to maturity of the applicable Reference Security
listed above (for each series of Notes, the “applicable Total
Consideration”), which, for each series of Notes, includes a
consent payment equal to $30.00 per $1,000 principal amount of
tendered Notes. For Notes that have been validly tendered prior to
the Consent Payment Deadline, settlement is expected to be December
5, 2019, which is the next business day following the Consent
Payment Deadline.
Holders who properly tender their Notes of either series after
the Consent Payment Deadline and on or prior to the Offer
Expiration Time (as defined below), and who do not validly withdraw
their Notes, will be eligible to receive an amount equal to the
applicable Total Consideration less the $30.00 consent payment per
$1,000 principal amount of that series of tendered Notes.
The Offers will expire at 11:59 p.m., New York City time, on
December 18, 2019, unless extended or earlier terminated as
described in the Offer to Purchase and Consent Solicitation (the
“Offer Expiration Time”).
In addition, all validly tendered and accepted Notes will
receive accrued and unpaid interest up to, but not including, the
payment date of the Notes.
The Company’s obligation to accept for purchase and to pay for
any Notes validly tendered or consents delivered pursuant to the
Offers is subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase and Consent
Solicitation. Notes tendered and consents delivered pursuant to the
Offers may be withdrawn at any time before the Consent Payment
Deadline.
The Company expressly reserves the right, in its sole
discretion, subject to applicable law, to (i) terminate or withdraw
either Offer at any time and not accept for purchase any Notes or
consents, (ii) waive any or all of the conditions of either Offer,
in whole or in part, at any time prior to the Offer Expiration Time
and from time to time, (iii) extend the Offer Expiration Time or
the Consent Payment Deadline or (iv) otherwise amend either Offer
in any respect. If the Company makes a material change in the terms
of either Offer or the information concerning such Offer or waives
a material condition of such Offer, the Company will disseminate
additional offering materials and extend the Offers to the extent
required by law. Until the Offer Expiration Time, no assurance can
be given that the Offers will be completed.
The Issuers expect to redeem any and all of the Notes not
tendered by issuing a notice of redemption immediately following
the initial settlement date. Nothing in this press release should
be construed as a notice of redemption with respect to the
Notes.
The Company has retained Goldman Sachs & Co. LLC to serve as
dealer manager for the Offers. The information agent and tender
agent for the Offers is Ipreo LLC. For additional information
regarding the terms of the Offers, please contact Goldman Sachs
& Co. LLC at (800) 828-3182. Requests for the Offer to Purchase
and Consent Solicitation Statement may be directed to Ipreo LLC, by
telephone at (888) 593-9546, by email at
ipreo-tenderoffer@ihsmarkit.com or in writing at 450 West 33rd
Street, 5th Floor, New York, New York 10001.
None of the Company, Goldman Sachs & Co. LLC or Ipreo LLC
makes any recommendation in connection with the Offers. Holders
must make their own decisions as to whether to tender their Notes,
and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is
neither an offer to purchase or sell nor a solicitation of an offer
to purchase or sell any securities. The Offers are being made
solely by means of the Offer to Purchase and Consent Solicitation.
In those jurisdictions where the securities, blue sky or other laws
require any tender offer to be made by a licensed broker or dealer,
the Offers will be deemed to be made on behalf of the Company by
one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
Safe Harbor Note
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
The Company intends such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995
and includes this statement for purposes of complying with these
safe harbor provisions. All statements, other than statements of
historical facts, are statements that could be deemed
forward-looking statements. These statements are based on current
expectations, estimates, forecasts, and projections about the
industries in which the Company operates and the beliefs and
assumptions of the Company’s management. Words such as “expects,”
“anticipates,” “predicts,” “projects,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “continues,” “endeavors,”
“strives,” “may,” variations of such words and similar expressions
are intended to identify such forward-looking statements. In
addition, any statements that refer to projections of the Company’s
future financial performance, the Company’s anticipated growth and
trends in the Company’s businesses, and other characterizations of
future events or circumstances are forward-looking statements.
Readers are cautioned these forward-looking statements are based on
current expectations and assumptions that are subject to risks and
uncertainties, which could cause the Company’s actual results to
differ materially and adversely from those reflected in the
forward-looking statements. Factors that could cause or contribute
to such differences include, but are not limited to, those
discussed in this release and those discussed in other documents
the Company files with the Securities and Exchange Commission (the
“SEC”). More information on potential risks and uncertainties is
available in the Company’s recent filings with the SEC, including
the Company’s Form 10-K report, Form 10-Q reports, and Form 8-K
reports. The Company disclaims any obligation other than as
required by law to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors
or for new information, data or methods, future events or other
changes.
About CyrusOne
CyrusOne (NASDAQ: CONE) is a high-growth real estate investment
trust (REIT) specializing in highly reliable enterprise-class,
carrier-neutral data center properties. CyrusOne provides
mission-critical data center facilities that protect and ensure the
continued operation of IT infrastructure for approximately 1,000
customers, including more than 200 Fortune 1000 companies.
With a track record of meeting and surpassing the aggressive
speed-to-market demands of hyperscale cloud providers, as well as
the expanding IT infrastructure requirements of the enterprise,
CyrusOne provides the flexibility, reliability, security, and
connectivity that foster business growth. CyrusOne offers a
tailored, customer service-focused platform and is committed to
full transparency in communication, management, and service
delivery throughout its nearly 50 data centers worldwide.
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version on businesswire.com: https://www.businesswire.com/news/home/20191120005526/en/
Investor Relations Michael Schafer Vice President,
Capital Markets & Investor Relations 972-350-0060
investorrelations@cyrusone.com
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