CyrusOne Inc. (NASDAQ: CONE) (the “Company”) today announced the
early settlement by CyrusOne LP and CyrusOne Finance Corp. (the
“Issuers”) of their previously announced tender offers (each, a
“Tender Offer”) to purchase for cash any and all of their
outstanding 5.000% Senior Notes due 2024 (the “2024 Notes”) and
5.375% Senior Notes due 2027 (the “2027 Notes” and, together with
the 2024 Notes, the “Notes”).
In conjunction with the Tender Offers, the Issuers have also
solicited consents (the “Consent Solicitations”, and together with
the Tender Offers, the “Offers”) to amend the applicable indenture
governing each series of Notes (each, an “Indenture”) 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 (collectively,
the “Proposed Amendments”).
As of 5:00 p.m., New York City time, on December 4, 2019 (the
“Consent Payment Deadline”), approximately $570,611,000 aggregate
principal amount of the outstanding 2024 Notes (representing
approximately 81.52% of the outstanding 2024 Notes) had been
tendered along with related consents and approximately $432,033,000
aggregate principal amount of the outstanding 2027 Notes
(representing approximately 86.41% of the outstanding 2027 Notes)
had been tendered along with related consents. The Company has
exercised its option to accept for payment those Notes that were
validly tendered at or prior to the Consent Payment Deadline.
The following table summarizes pricing information, calculated
as of 2:00 p.m., New York City time, on December 4, 2019, for the
Tender Offers and Consent Solicitations:
CUSIP Numbers
Title of Security
Early Redemption Date
Fixed Spread
Reference Security
Reference Yield
Tender Offer Yield
Relevant Bloomberg
Page
Total Consideration
23283PAE4
23283PAG9
5.000% Senior Notes due 2024
March 15, 2020
0.50%
1.625% U.S. Treasury Note due
March 15, 2020
1.619%
2.119%
PX3
$1,032.74 per $1,000 Principal
Amount
of Notes
23283PAH7
23283PAK0
5.375% Senior Notes due 2027
March 15, 2022
0.50%
2.375% U.S. Treasury Note due
March 15, 2022
1.589%
2.089%
PX5
$1,098.33 per $1,000 Principal
Amount
of Notes
The detailed methodology for calculating the applicable Total
Consideration (as defined below) for validly tendered Notes is
outlined in the Company’s Offer to Purchase and Consent
Solicitation Statement, dated November 20, 2019 (the “Offer to
Purchase”).
Holders of a majority of the aggregate principal amount
outstanding of each series of Notes were required to consent (the
“Requisite Consents”) to the respective Proposed Amendments to such
series of Notes in order for them to become effective. As of the
Consent Payment Deadline, the Company had received the Requisite
Consents from holders of each series of Notes. As a result of
receiving the Requisite Consents for each series of Notes, the
Company entered into supplemental indentures, each dated as of
December 5, 2019, to each Indenture effecting the applicable
Proposed Amendments which are binding on all remaining holders of
each series of Notes.
Holders who validly tendered their Notes of either series and
delivered their consents pursuant to the Consent Solicitations on
or prior to the Consent Payment Deadline, and who did not validly
withdraw their Notes or consent, received the applicable total
consideration for such series of Notes determined in the manner
described in the Offer to Purchase by reference to the fixed spread
over the applicable yield to maturity of the applicable Reference
Security listed above (for each series of Notes, the “applicable
Total Consideration”), which includes a consent payment equal to
$30.00 per $1,000 principal amount of tendered of that series of
Notes.
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
Total Consideration less the $30.00 consent payment per $1,000
principal amount of that series of tendered Notes.
The Tender 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 (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 expressly reserves the right, in its sole
discretion, subject to applicable law, to (i) terminate or withdraw
either Tender Offer at any time and not accept for purchase any
Notes, (ii) waive any or all of the conditions of either Tender
Offer, in whole or in part, at any time prior to the Offer
Expiration Time and from time to time, (iii) extend the Tender
Offer Expiration Time or (iv) otherwise amend either Tender Offer
in any respect. If the Company makes a material change in the terms
of either Tender Offer or the information concerning such Tender
Offer or waives a material condition of such Tender Offer, the
Company will disseminate additional offering materials and extend
such Tender Offer to the extent required by law. Until the Offer
Expiration Time, no assurance can be given that the Tender Offers
will be completed.
The Issuers expect to redeem any and all of the Notes not
tendered by issuing a notice of redemption today. 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 Tender 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 Tender Offers are being
made solely by means of the Offer to Purchase and Consent
Solicitation dated November 20, 2019. 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 Tender 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/20191205005652/en/
Investor Relations
Michael Schafer Vice President, Capital Markets & Investor
Relations 972-350-0060 investorrelations@cyrusone.com
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