Current Report Filing (8-k)
September 16 2020 - 4:29PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
September 15, 2020
CYRUSONE INC.
(Exact Name of Registrant as Specified in
its Charter)
Maryland
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001-35789
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46-0691837
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2850 N. Harwood Street, Suite 2200
Dallas, TX 75201
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (972) 350-0060
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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CONE
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The NASDAQ Global Select Market
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1.450% Senior Notes due 2027
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CONE27
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 15, 2020, CyrusOne Inc.,
a Maryland corporation (the “Company”), announced that its operating partnership, CyrusOne LP, a Maryland limited partnership
(the “Operating Partnership”) and CyrusOne Finance Corp., a Maryland corporation and a wholly owned subsidiary of the
Operating Partnership (together with the Operating Partnership, the “Issuers”), entered into an Underwriting Agreement
(the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Truist Securities, Inc.,
as representatives of the underwriters named therein (collectively, the “Underwriters”). Pursuant to the Underwriting
Agreement, the Issuers agreed to issue and sell to the Underwriters $400 million aggregate principal amount of 2.150% senior notes
due 2030 (the “Notes”). The closing of the sale of the Notes is expected to occur on September 21, 2020, subject
to the satisfaction of customary closing conditions. The Notes are being offered pursuant to an effective shelf registration statement
filed with the Securities and Exchange Commission on May 3, 2019 (Registration Nos. 333-231203, 333-231203-14 and 333-231203-15),
a base prospectus, dated May 3, 2019, included as part of the registration statement, and a prospectus supplement, dated September 15, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
amended. The foregoing summary is qualified in its entirety by reference to the Underwriting Agreement, which is attached herewith
as Exhibit 1.1 and is incorporated herein by reference.
ITEM 8.01 - OTHER EVENTS
On September 15, 2020, the Company
issued a press release announcing that the Issuers have priced their previously announced public offering of the Notes. A copy
of this press release is attached herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CYRUSONE INC.
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Date: September 16, 2020
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By:
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/s/ Robert M. Jackson
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Robert M. Jackson
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Executive Vice President, General Counsel and Secretary
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