As filed with the Securities and Exchange Commission on March 25, 2022

 

Registration Statement File No. 333-231203

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3ASR REGISTRATION STATEMENT (No. 333-231203)

 

UNDER THE SECURITIES ACT OF 1933

 

CyrusOne Inc.
(Exact Name of registrant as specified in its charter)

 

Maryland 46-0691837

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification Number)

   

2850 N. Harwood Street, Suite 2200

Dallas, TX 75201

(Address, including zip code, of principal executive offices)

 

 

 

CyrusOne LP
(Exact name of registrant as specified in its charter)

 

 

     
Maryland
(State or other jurisdiction of incorporation or organization)
  46-0982896
(I.R.S. Employer Identification No.)
     

2850 N. Harwood Street, Suite 2200

Dallas, TX 75201

(Address, including zip code, of principal executive offices)

 

 

 

CyrusOne Finance Corp.
(Exact name of registrant as specified in its charter)

 

 

     
Maryland
(State or other jurisdiction of incorporation or organization)
  61-1697505
(I.R.S. Employer Identification No.)

 

2850 N. Harwood Street, Suite 2200

Dallas, TX 75201

(Address, including zip code, of principal executive offices)

 

 

(See Table of Additional Registrant Guarantors for information regarding additional Registrants)

 

 

Robert M. Jackson, Esq.

Executive Vice President, General Counsel and Secretary

2850 N. Harwood Street, Suite 2200

Dallas, TX 75201

(972) 350-0060

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

William V. Fogg, Esq.

Erik R. Tavzel, Esq.

Andrew C. Elken, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

 

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

             
Large accelerated filer   x   Accelerated filer   ¨
       
Non-accelerated filer   ¨   Smaller reporting company   ¨
       
        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 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

TABLE OF ADDITIONAL REGISTRANT GUARANTORS(1)(2)

             
Exact name of additional registrant guarantor as specified in its charter   State or other
jurisdiction of
incorporation or
organization
  I.R.S. Employer
Identification Number
 
CyrusOne GP   Maryland     35-6993529  
CyrusOne Foreign Holdings LLC   Delaware     45-3026714  
CyrusOne LLC   Delaware     27-4286158  
CyrusOne TRS Inc.    Delaware     35-2458099  
Cervalis Holdings LLC   Delaware     27-3304848  
Cervalis LLC   Delaware     52-2231014  
CyrusOne-NC LLC   Delaware     80-0458789  
CyrusOne-NJ LLC   Delaware     30-0750860  
C1-Allen LLC   Delaware     30-1018747  
C1-ATL LLC   Delaware     82-4569108  
C1-Mesa LLC   Delaware     83-1734540  
C1-Sterling VIII LLC   Delaware     83-1441494  
C1-Santa Clara LLC   Delaware     83-2256762  
Warhol TRS LLC   Delaware     82-4196385  
Warhol Partnership LLC   Delaware     82-4292292  
Warhol REIT LLC   Delaware     36-4887959  

 

 

(1)

Address, including zip code, and telephone number, including area code, of each Additional Registrant Guarantor's Principal Executive Offices is 2850 N. Harwood Street, Suite 2200 Dallas, TX 75201, (972) 350-0060.

 

(2)

Name, address, including zip code, and telephone number, including area code, of each Additional Registrant Guarantor's Agent for Service is Robert M. Jackson, Esq., 2850 N. Harwood Street, Suite 2200 Dallas, TX 75201, (972) 350-0060.

 

 

 

 

EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES

 

This post-effective amendment (this “Post-Effective Amendment”) relates to the Registration Statement filed by CyrusOne Inc., a Maryland corporation (the “Company”), CyrusOne LP, a Maryland limited partnership, CyrusOne Finance Corp., a Maryland corporation, and certain of CyrusOne LP’s subsidiaries (each, a “Registrant”) with the Securities and Exchange Commission on Form S-3ASR (Registration No. 333-231203) on May 3, 2019 (the “Registration Statement”).

 

On March 25, 2022, pursuant to the Agreement and Plan of Merger, dated as of November 14, 2021, by and among Cavalry Parent L.P., a Delaware limited partnership (“Parent”), Cavalry Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company (the “Merger Agreement”), Merger Sub was merged with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger”). This Post-Effective Amendment is being filed as a result of the Merger.

 

In connection with the Merger and the other transactions contemplated by the Merger Agreement, and in accordance with an undertakings made by each Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, each Registrant hereby terminates the effectiveness of the Registration Statement and removes from registration any and all of the securities registered but unsold or otherwise unissued under the Registration Statement as of the date hereof.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on March 25, 2022.

 

  CYRUSONE INC.
   
  By: /s/ Robert M. Jackson
    Robert M. Jackson
Executive Vice President, General Counsel and Secretary

 

  CYRUSONE LP
   
  By: CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP
     
  /s/ Robert M. Jackson
 

Robert M. Jackson
Executive Vice President, General Counsel and Secretary of
CyrusOne Inc.

 

  CYRUSONE FINANCE CORP.
   
  /s/ Robert M. Jackson
  Robert M. Jackson
Executive Vice President, General Counsel and Secretary

  

 

 

 

  CYRUSONE GP
 
By:

CyrusOne Inc., as sole trustee of CyrusOne GP
     
  /s/ Robert M. Jackson
 

Robert M. Jackson
Executive Vice President, General Counsel and Secretary of
CyrusOne Inc.

   
  Registrants (As Listed on Schedule I of Additional Registrants)
 
By:

CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP, as managing member of the Registrants
     
  /s/ Robert M. Jackson
 

Robert M. Jackson
Executive Vice President, General Counsel and Secretary of
CyrusOne Inc.

   
  CYRUSONE FOREIGN HOLDINGS LLC
 
By:

CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP, as managing member of Warhol Partnership LLC, as managing member of CyrusOne Foreign Holdings LLC
     
  /s/ Robert M. Jackson
 

Robert M. Jackson
Executive Vice President, General Counsel and Secretary of
CyrusOne Inc.

 

  CERVALIS LLC
 
By:

CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP, as managing member of Cervalis Holdings LLC, as managing member of Cervalis LLC
     
  /s/ Robert M. Jackson
 

Robert M. Jackson
Executive Vice President, General Counsel and Secretary of
CyrusOne Inc.

 

 

 

 

    Registrants (As Listed on Schedule II of Additional Registrants)
     
    /s/ Robert M. Jackson
    Robert M. Jackson
Executive Vice President, General Counsel and Secretary

 

 

 

 

Schedule I of Additional Registrants

 

Exact Name of Registrant as Specified in its Charter

 

CyrusOne LLC
Cervalis Holdings LLC
CyrusOne-NC LLC
CyrusOne-NJ LLC
C1-Allen LLC
C1-ATL LLC
C1-Mesa LLC
C1-Sterling VIII LLC
C1-Santa Clara LLC
Warhol TRS LLC
Warhol Partnership LLC

 

 

 

 

Schedule II of Additional Registrants

 

Exact Name of Registrant as Specified in its Charter

 

CyrusOne TRS Inc.
Warhol REIT LLC

 

 

 

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