ITEM 1.01 — Entry
into a Material Definitive Agreement.
On May 3, 2021, CyrusOne Inc., a Maryland corporation
(the “Company”), CyrusOne GP, a Maryland statutory trust (the “General Partnership”), and CyrusOne
LP, a Maryland limited partnership (the “Operating Partnership”), entered into sales agreements (each, a “Sales
Agreement” and collectively, the “Sales Agreements”) with each of J.P. Morgan Securities LLC, Barclays Capital
Inc., BMO Capital Markets Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Goldman
Sachs & Co. LLC, Jefferies LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital
Markets, LLC, Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC and Truist Securities, Inc. (each, a “Sales
Agent” and, collectively, the “Sales Agents”) and, as applicable, the relevant Forward Purchaser (as defined
below), pursuant to which shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), having an aggregate gross sales price of up to $750,000,000 (the “Maximum Amount”)
may be offered and sold from time to time through the Sales Agents, acting as the Company’s sales agents or, if applicable, as Forward
Sellers (as defined below), or directly to the Sales Agents as principals for their own accounts, in each case pursuant to the Company’s
Registration Statement on Form S-3 (File No. 333-231203).
Subject to the terms and conditions of the Sales
Agreements, the Sales Agents, whether acting as the Company’s sales agents or as Forward Sellers, will use their commercially reasonable
efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell the Shares that may be designated
by the Company (if acting as the Company’s sales agents) and the Shares borrowed by the relevant Forward Purchasers pursuant to
the relevant Sales Agreements (if acting as Forward Sellers), in each case on the terms and subject to the conditions of the Sales Agreements.
Sales, if any, of the Shares made through the Sales Agents, as the Company’s sales agents, or as Forward Sellers pursuant to the
Sales Agreements, may be made (1) in “at the market” offerings (as defined in Rule 415 under the Securities Act of 1933, as
amended (the “Securities Act”)) by means of ordinary brokers’ transactions at market prices prevailing at the
time of sale, including sales made on the NASDAQ Global Select Market, sales made to or through market makers and sales made through other
securities exchanges or electronic communications networks and (2) in such privately negotiated transactions, which may include block
trades, as the Company and any Sales Agent or Forward Seller may agree.
Under the terms of the Sales Agreements, the Company
also may sell Shares to any Sales Agent as principal for its own account. If the Company sells Shares to any Sales Agent as principal,
it will enter into a separate terms agreement (each, a “Terms Agreement”, and collectively, the “Terms Agreements”)
setting forth the terms of such transaction, and the Company will describe the agreement in a separate prospectus supplement or pricing
supplement. In any such sale to a Sales Agent as principal, the Company may agree to pay the applicable Sales Agent a commission or underwriting
discount that may exceed 2.0% of the gross sales price per share of Common Stock sold to such Sales Agent, as principal.
The Sales Agreements entered into with each of
J.P. Morgan Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities
Inc., Goldman Sachs & Co. LLC, Jefferies LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas
Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC, Truist Securities, Inc. (each, a “Forward/Primary Sales Agreement”
and collectively, the “Forward/Primary Sales Agreements”) contemplate that, in addition to the issuance and sale by
the Company of Shares to or through the Sales Agents as the Company’s sales agents or as principals, the Company may enter into
separate forward sale agreements (each, together with any related pricing supplement, a “Forward Sale Agreement” and
collectively, the “Forward Sale Agreements”), with any of, respectively, JPMorgan Chase Bank, National Association,
Barclays Bank PLC, Bank of Montreal, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, Goldman Sachs
& Co. LLC, Jefferies LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada,
The Toronto-Dominion Bank, Truist Bank or one of their respective affiliates (in such capacity, each, a “Forward Purchaser”
and collectively, the “Forward Purchasers”). If the Company enters into a Forward Sale Agreement with any Forward Purchaser,
the Company expects that such Forward Purchaser, acting in accordance with the mutually accepted instructions related to such Forward
Sale Agreement, will attempt to borrow and sell, through the relevant Sales Agent, acting as sales agent for such Forward Purchaser, Shares
to hedge such Forward Purchaser’s exposure under such Forward Sale Agreement. In this Current Report, a Sales Agent, when acting
as sales agent for the relevant Forward Purchaser, is referred to as, individually, a “Forward Seller” and collectively,
the “Forward Sellers”. Unless otherwise expressly stated or the context otherwise requires, references herein to the
“related” or “relevant” Forward Purchaser mean, with respect to any Sales Agent, the affiliate of such Sales Agent
that is acting as Forward Purchaser or, if applicable, such Sales Agent acting in its capacity as Forward Purchaser.
The Sales Agreements entered into with each of
Fifth Third Securities, Inc. and Stifel, Nicolaus & Company, Incorporated (each, a “Primary Sales Agreement” and
collectively, the “Primary Sales Agreements”) do not contemplate that such financial institution or its affiliate will
enter into forward transactions with the Company, but do not prohibit the Company from entering into the Forward Sale Agreements.
In no event will the aggregate gross sales price
of Shares sold by the Company to or through the Sales Agents, acting as sales agents for the Company or as principals, and by the Forward
Purchasers through the Forward Sellers, exceed the Maximum Amount.
The Company will not initially receive any proceeds
from any sale of Shares borrowed by a Forward Purchaser and sold through a Forward Seller. The Company expects to fully physically settle
each Forward Sale Agreement, if any, with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to
the maturity date of such Forward Sale Agreement, in which case the Company expects to receive aggregate cash proceeds at settlement equal
to the number of shares of the Company’s common stock underlying such Forward Sale Agreement multiplied by the then-applicable forward
price per share. If the Company elects to cash settle any Forward Sale Agreement, the Company may not receive any proceeds and the Company
may owe cash to the relevant Forward Purchaser. If the Company elects to net share settle any Forward Sale Agreement, the Company will
not receive any cash proceeds, and the Company may owe Shares to the relevant Forward Purchaser.
The compensation to each Sales Agent will be a
mutually agreed commission that will not exceed, but may be lower than, 2.0% of the gross sales price of the Shares sold through it as
the Company’s sales agent pursuant to the applicable Sales Agreement. The compensation to each Sales Agent acting as a Forward Seller
will be a mutually agreed commission in the form of a reduction to the initial forward price under the related Forward Sale Agreement
that will not exceed, but may be lower than, 2.0% of the gross sales price of the borrowed Shares sold through such Sales Agent, acting
as Forward Seller, during the applicable forward hedge selling period for such Shares (which gross sales price will be adjusted for daily
accruals based on a floating interest rate and specified amounts related to the expected dividends on the Shares if an “ex-dividend”
date occurs during such forward hedge selling period).
The Company intends to contribute the net proceeds
from any sales of Shares to or through the Sales Agents (as the Company’s sales agents or principals) and the net proceeds, if any,
from the settlement of any Forward Sale Agreements to the Operating Partnership in exchange for an equivalent number of newly issued operating
partnership units in accordance with the partnership agreement of the Operating Partnership. The Operating Partnership intends to use
the proceeds contributed by the Company for general corporate purposes, which may include funding future acquisitions, investments or
capital expenditures and repaying outstanding indebtedness, including borrowings under the Company’s senior unsecured revolving
credit facility.
The Company, any Sales Agent or any Forward Purchaser
may at any time suspend an offering of Shares pursuant to the terms of the applicable Sales Agreement. The offering of Shares pursuant
to any Sales Agreement will terminate upon the earlier of (i) the sale of the Shares under the Sales Agreements (including Shares sold
by the Company or to or through the Sales Agents and borrowed Shares sold through the Sales Agents, acting as Forward Sellers) and the
Terms Agreements, if any, having an aggregate gross sales price equal to the Maximum Amount and (ii) with respect to a particular Sales
Agreement, the termination of such Sales Agreement by the Company or by the applicable Sales Agent or Forward Purchaser as permitted therein.
The above summary is qualified in its entirety
by reference to, as applicable, the form of Forward/Primary Sales Agreement (which includes as an exhibit thereto the form of Forward
Sale Agreement) filed as Exhibit 1.1 hereto and the form of Primary Sales Agreement filed as Exhibit 1.2 hereto, each incorporated herein
by reference.
The opinion of Venable LLP, relating to the validity
of the Common Stock offered and sold pursuant to the Sales Agreements, is filed herewith as Exhibit 5.1.
The Sales Agents, Forward Purchasers and their
respective affiliates have in the past performed commercial banking, investment banking and advisory services for the Company from time
to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with
and perform services for the Company in the ordinary course of their business for which they may receive customary fees and reimbursement
of expenses.