ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Indenture
On January 22, 2020, 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
€500 million aggregate principal amount of 1.450% Senior Notes due 2027 (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 January 15, 2020, 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 Third Supplemental Indenture, dated as of January 22, 2020 (the “Third Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuers, the Company, as guarantor,
the Trustee and Deutsche Bank Trust Company Americas, as paying agent and security registrar.
The Company is filing the Base Indenture
and the Third Supplemental Indenture as Exhibit 4.1 and Exhibit 4.2 to this report, respectively. The Issuers used the net proceeds
from the offering to settle certain currency swaps, repay some Euro denominated revolver borrowings and for general corporate purposes,
including financing some of the Company’s development activities in Europe.
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 Notes will bear interest at a rate of
1.450% per annum, payable annually on January 22 of each year, beginning on January 22, 2021.
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 January 22, 2027.
However, prior to November 22, 2026, the Issuers 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 Issuers may redeem some or all of the Notes on or after November
22, 2026, at a redemption price equal to 100% of the aggregate principal amount of the 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 and the Third Supplemental Indenture, copies of which are attached hereto
as Exhibit 4.1 and Exhibit 4.2, respectively, and which are incorporated herein by reference. In connection with the offering of
the Notes, the Company is filing the legal opinions relating to the offering as Exhibit 5.1 and Exhibit 5.2 to this report.