ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Indenture
On December 5, 2019, CyrusOne LP, a Maryland
limited partnership (the “Operating Partnership”) and a wholly owned subsidiary of CyrusOne Inc., a Maryland corporation
(the “Company”), and CyrusOne Finance Corp., a Maryland corporation and a wholly owned subsidiary of the Operating
Partnership (together with the Operating Partnership, the “Issuers”) closed their previously announced offering of
$600 million aggregate principal amount of 2.900% Senior Notes due 2024 (the “2024 Notes”) and $600 million aggregate
principal amount of 3.450% Senior Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Notes”).
The Notes have been registered under the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (File
No. 333-231203), as supplemented by the prospectus supplement dated November 20, 2019, filed with the Securities and Exchange Commission
under the Securities Act.
The Notes were issued pursuant to an
indenture, dated as of December 5, 2019 (the “Base Indenture”), among the Issuers and Wells Fargo Bank, N.A., as
trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of December 5, 2019,
related to the 2024 Notes (the “First Supplemental Indenture”) among the Issuers, the Company, as guarantor, and
the Trustee and as further supplemented by the Second Supplemental Indenture, dated as of December 5, 2019, related to the
2029 Notes (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base
Indenture, the “Indenture”), among the Issuers, the Company, as guarantor, and the Trustee.
The Company is filing the Base Indenture,
the First Supplemental Indenture and the Second Supplemental Indenture as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3 to this report,
respectively. The Issuers used the net proceeds from the offering (i) to finance their repurchase of approximately (a) $570,611,000
aggregate principal amount of their outstanding 5.000% Senior Notes due 2024 (the “Existing 2024 Notes”), of which
$700,000,000 in aggregate principal amount had been outstanding and (b) $432,033,000 aggregate principal amount of their outstanding
5.375% Senior Notes due 2027 (the “Existing 2027 Notes” and, together with the Existing 2024 Notes, the “Existing
Notes”), of which $500,000,000 in aggregate principal amount had been outstanding, by means of two separate, previously announced
cash tender offers commenced in connection with the offering (the “Tender Offers”), including the payment of consent
payments in connection with soliciting consents to certain proposed amendments to the respective indentures governing each series
of Existing Notes (the “Consent Solicitations”), (ii) for the redemption and discharge of Existing Notes that remained
outstanding after the completion of the Tender Offers and Consent Solicitations, (iii) for the payment of related premiums, fees,
discounts and expenses, and (iv) for general corporate purposes.
The Notes are unsecured senior
obligations of the Issuers, which rank equally in right of payment with all of the Issuers’ existing and future
unsecured senior debt and senior in right of payment to all of the Issuers’ future subordinated debt, if any. The Notes
will be effectively subordinated to any of the Issuers’ 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 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 existing and future unsecured senior debt and senior in right of payment
to all of CyrusOne Inc.'s future subordinated debt, if any. The guarantees will be effectively subordinated to any of
CyrusOne Inc.'s future secured debt to the extent of the value of the assets securing such debt. In addition, the Notes
will be structurally subordinated to the liabilities of any subsidiaries of CyrusOne LP (other than CyrusOne Finance Corp.).
The guarantees will be structurally subordinated to the liabilities of any subsidiaries of CyrusOne Inc. (other than the
Issuers).
The 2024 Notes will bear interest at a rate
of 2.900% per annum, payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2020, to persons who are
registered holders of the 2024 Notes on the immediately preceding May 1 and November 1, respectively. The 2029 Notes will bear
interest at a rate of 3.450% per annum, payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2020,
to persons who are registered holders of the 2029 Notes on the immediately preceding May 1 and November 1, respectively.
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 2024 Notes will mature on November 15,
2024. However, prior to October 15, 2024, the Issuers may redeem some or all of the 2024 Notes at a price equal to 100% of their
principal amount plus a “make-whole” premium. In addition, the Issuers may redeem some or all of the 2024 Notes on
or after October 15, 2024, at a redemption price equal to 100% of the aggregate principal amount of the 2024 Notes. The 2029 Notes
will mature on November 15, 2029. Prior to August 15, 2029, the Issuers may redeem some or all of the 2029 Notes at a price equal
to 100% of their principal amount plus a “make-whole” premium. In addition, the Issuers may redeem some or all of the
2029 Notes on or after August 15, 2029, at a redemption price equal to 100% of the aggregate principal amount of the 2029 Notes.
In each case, the Issuers 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 Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture,
copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and which are incorporated herein
by reference.
Third Supplemental Indentures
On December 5, 2019, the Issuers successfully
completed the Consent Solicitations in respect of certain proposed amendments to the indentures governing each series of Existing
Notes, each dated as of March 17, 2017, as supplemented by the First Supplemental Indenture, dated as of October 2, 2018, and
as further supplemented by the Second Supplemental Indenture, dated as of October 30, 2019, among the Issuers, the guarantors
party thereto and the Trustee (the “Existing Notes Indentures”). On December 5, 2019, the Issuers entered into the
Third Supplemental Indentures to each of the Existing Notes Indentures, among the Issuers, the guarantors party thereto and the
Trustee (the “Third Supplemental Indentures”), to amend each Existing Notes Indenture. The Third Supplemental Indentures
reduced the notice requirements for optional redemption of each series of Existing Notes from 30 days to 3 business days, eliminated
substantially all of the restrictive covenants and certain events of default and eliminated or modified certain other provisions
contained in each Existing Notes Indenture.
The above description of the Third Supplemental
Indentures does not purport to be a complete statement of the parties’ rights and obligations under the Third Supplemental
Indentures and is qualified in its entirety by reference to the terms of each Third Supplemental Indenture, a copy of each of which
is attached hereto as Exhibit 4.4 and Exhibit 4.5, respectively, and incorporated herein by reference.