CyrusOne Inc. (NASDAQ:CONE) (the "Company") today announced the early
settlement by CyrusOne LP and CyrusOne Finance Corp. (the "Issuers") of
their previously announced offer to purchase for cash (the "Tender
Offer") any and all of their outstanding 6.375% Senior Notes due 2022
In conjunction with the Tender Offer, the Issuers have also solicited
consents (the "Consent Solicitation", and together with the Tender
Offer, the "Offer") to amend the indenture governing the Notes (the
"Indenture") to reduce the notice requirements for optional redemption
from 30 days to 3 business days, eliminate substantially all of the
restrictive covenants and several events of default and to eliminate or
modify certain other provisions contained in the indenture governing the
Notes (collectively, the "Proposed Amendments").
As of 5:00 p.m., New York City time, on March 15, 2017 (the "Consent
Payment Deadline"), approximately $471,320,000 aggregate principal
amount of the outstanding Notes (representing approximately 99.27% of
the outstanding 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 March 15, 2017, for the Tender Offer
and Consent Solicitation:
The detailed methodology for calculating the Total Consideration (as
defined below) for validly tendered Notes is outlined in the Company's
Offer to Purchase and Consent Solicitation Statement and related Consent
and Letter of Transmittal, each dated March 2, 2017 (together, the
Holders of a majority of the aggregate principal amount outstanding of
the Notes were required to consent (the "Requisite Consents") to the
Proposed Amendments in order for them to become effective. As of the
Consent Payment Deadline, the Company had received the Requisite
Consents from holders of the Notes. As a result of receiving the
Requisite Consents, the Company entered into a supplemental indenture,
dated as of March 17, 2017, to the Indenture effecting the Proposed
Amendments (the "Supplemental Indenture") which is binding on all
remaining holders of the Notes.
Holders who validly tendered their Notes and delivered their consents
pursuant to the Consent Solicitation on or prior to the Consent Payment
Deadline, and who did not validly withdraw their Notes or consents,
received the total consideration determined in the manner described in
the Offer Materials by reference to the fixed spread over the yield to
maturity of the applicable Reference Security listed above (the "Total
Consideration"), which includes a consent payment equal to $30.00 per
$1,000 principal amount of tendered Notes.
Holders who properly tender their Notes 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 tendered Notes.
The Tender Offer will expire at 5:00 p.m., New York City time, on March
29, 2017, unless extended or earlier terminated as described in the
Offer to Purchase and Consent Solicitation (the "Offer Expiration Time").
In addition, accrued and unpaid interest up to, but not including, the
payment date of the Notes will be payable in cash on all validly
tendered and accepted Notes.
The Company expressly reserves the right, in its sole discretion,
subject to applicable law, to (i) terminate or withdraw the Tender Offer
at any time and not accept for purchase any Notes, (ii) waive any or all
of the conditions of the 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 the Tender
Offer in any respect. If the Company makes a material change in the
terms of the Tender Offer or the information concerning the Tender Offer
or waives a material condition of the Tender Offer, the Company will
disseminate additional offering materials and extend the Tender Offer to
the extent required by law. Until the Offer Expiration Time, no
assurance can be given that the Tender Offer 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 J.P. Morgan Securities LLC to serve as dealer
manager for the Offer. Requests for documents may be directed to Ipreo
LLC, the information agent and tender agent for the Offer, by telephone
at (888) 593-9546, by email at firstname.lastname@example.org
or in writing at 1359 Broadway, 2nd Floor, New York, New York
None of the Company, the dealer manager, the information agent or the
tender agent makes any recommendation in connection with the Tender
Offer. 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 Offer is being made solely by means of
the Offer to Purchase and Consent Solicitation dated March 2, 2017 and
the related Letter of Transmittal. 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 Offer 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 regarding future events
and our future results that are subject to the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. 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 we operate and the beliefs and assumptions of our 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 our future
financial performance, our anticipated growth and trends in our
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 our 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 we file
with the Securities and Exchange Commission (SEC). More information on
potential risks and uncertainties is available in our recent filings
with the SEC, including CyrusOne's Form 10-K report, Form 10-Q reports,
and Form 8-K reports. Actual results may differ materially and adversely
from those expressed in any forward-looking statements. We undertake no
obligation to revise or update any forward-looking statements for any
CyrusOne (NASDAQ:CONE) is a high-growth real estate investment trust
(REIT) specializing in highly reliable enterprise-class, carrier-neutral
data center properties. The Company provides mission-critical data
center facilities that protect and ensure the continued operation of IT
infrastructure for more than 945 customers, including 181 Fortune 1000
CyrusOne's data center offerings provide the flexibility, reliability,
and security that enterprise and cloud customers require and are
delivered through a tailored, customer service-focused platform designed
to foster long-term relationships. CyrusOne is committed to full
transparency in communication, management, and service delivery
throughout its more than 35 data centers worldwide.
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