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TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on October 5, 2017

Registration No. 333-            


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



FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



CyrusOne LP
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
  6798
(Primary Standard Industrial
Classification Code Number)
  46-0982896
(IRS Employer
Identification Number)

2101 Cedar Springs Road, Suite 900
Dallas, TX 75201
(972) 350-0060

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



CyrusOne Finance Corp.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
  6719
(Primary Standard Industrial
Classification Code Number)
  61-1697505
(IRS Employer
Identification Number)

2101 Cedar Springs Road, Suite 900
Dallas, TX 75201
(972) 350-0060

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



CyrusOne Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
  6798
(Primary Standard Industrial
Classification Code Number)
  46-0691837
(IRS Employer
Identification Number)

(See Table of Additional Registrant Guarantors for information regarding additional Registrants)
2101 Cedar Springs Road, Suite 900
Dallas, TX 75201
(972) 350-0060

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Robert M. Jackson, Esq.
Executive Vice President, General Counsel and Secretary
2101 Cedar Springs Road, Suite 900
Dallas, TX 75201
(972) 350-0060

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



With a Copy to:
Luke Frutkin
Assistant General Counsel-Corporate
2101 Cedar Springs Road, Suite 900
Dallas, TX 75201
(972) 350-0060

William V. Fogg, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement



              If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

              If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.    o

              If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.    o

              Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

Emerging growth company o

              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.    o

              If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

              Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

              Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o



CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
registered

  Proposed maximum
offering price per
unit(1)

  Proposed maximum
aggregate offering
price(1)

  Amount of
registration fee

 

5.000% Senior Notes due 2024

  $500,000,000   100%   $500,000,000   $62,250
 

Guarantees of 5.000% Senior Notes due 2024

        (2)
 

5.375% Senior Notes due 2027

  $300,000,000   100%   $300,000,000   $37,350
 

Guarantees of 5.375% Senior Notes due 2027

        (2)
 

Total

  $800,000,000   N/A   $800,000,000   $99,600

 

(1)
Estimated in accordance with Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act"), solely for purposes of calculating the registration fee.

(2)
Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantees.



              The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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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
  Primary Standard
Industrial
Classification
Code Number
  I.R.S. Employer
Identification
Number
 

CyrusOne GP

  Maryland     6091     35-6993529  

CyrusOne Foreign Holdings LLC

  Delaware     6091     45-3026714  

CyrusOne LLC

  Delaware     7376     27-4286158  

CyrusOne TRS Inc. 

  Delaware     7376     35-2458099  

Cervalis Holdings LLC

  Delaware     7379     27-3304848  

Cervalis LLC

  Delaware     7379     52-2231014  

CyrusOne-NJ LLC

  Delaware     7379     80-0458789  

CyrusOne-NC LLC

  Delaware     7379     30-0750860  

(1)
Address, including zip code, and telephone number, including area code, of each Additional Registrant Guarantor's Principal Executive Offices is 2101 Cedar Springs Road, Suite 900, 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., 2101 Cedar Springs Road, Suite 900, Dallas, TX 75201, (972) 350-0060.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 5, 2017

PROSPECTUS

LOGO

CYRUSONE LP

CYRUSONE FINANCE CORP.

OFFER TO EXCHANGE

Up to $500,000,000 Principal Amount of
5.000% Senior Notes due 2024
for
a Like Principal Amount of
5.000% Senior Notes due 2024
which have been registered under the Securities Act of 1933

Up to $300,000,000 Principal Amount of
5.375% Senior Notes due 2027
for
a Like Principal Amount of
5.375% Senior Notes due 2027
which have been registered under the Securities Act of 1933



           CyrusOne LP and CyrusOne Finance Corp. (the "issuers") are offering to exchange up to $500,000,000 of their outstanding, unregistered 5.000% Senior Notes due 2024 (the "Original 2024 Notes"), for a like principal amount of registered 5.000% Senior Notes due 2024 (the "Exchange 2024 Notes"). The issuers are offering to exchange up to $300,000,000 of their outstanding, unregistered 5.375% Senior Notes due 2027 (the "Original 2027 Notes" and, together with the Original 2024 Notes, the "Original Notes"), for a like principal amount of registered 5.375% Senior Notes due 2027 (the "Exchange 2027 Notes" and, together with the Exchange 2024 Notes, the "Exchange Notes"). The Original Notes and the Exchange Notes are sometimes referred to in this prospectus together as the "Notes," and the transaction to exchange Original Notes for Exchange Notes is sometimes referred to in this prospectus as the "Exchange Offer" or "this offer." The terms of the Exchange Notes are identical in all material respects to the terms of the Original Notes of the corresponding series, except that the Exchange Notes are registered under the Securities Act of 1933, as amended (the "Securities Act"), and the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes do not apply to the Exchange Notes. The Original Notes may only be tendered in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof. This offer is subject to certain customary conditions and will expire at 5:00 p.m., New York City time, on,                                     , 2017, unless we extend it. The Exchange Notes will not be listed on any securities exchange or any automated dealer quotation system and there is currently no market for the Exchange Notes.

           The Original Notes are, and the Exchange Notes will be, guaranteed (the "guarantees") on a senior basis by CyrusOne Inc., the sole beneficial owner and sole trustee of CyrusOne GP, which is the sole general partner of CyrusOne LP, CyrusOne GP and all of CyrusOne LP's domestic subsidiaries existing on the issue date of the Original Notes (other than CyrusOne Finance Corp. and CyrusOne Government Services LLC). In addition, each of CyrusOne LP's restricted subsidiaries (other than any designated excluded subsidiary or receivables entity) that guarantees any other indebtedness of CyrusOne LP or other indebtedness of the guarantors will be required to guarantee the Notes in the future (together with CyrusOne Inc. and all of CyrusOne LP's domestic subsidiaries existing on the issue date of the Original Notes (other than the CyrusOne Finance Corp. and CyrusOne Government Services LLC), the "guarantors"). All references to the Notes include references to the related guarantees.

           The Original Notes are, and the Exchange Notes will be, unsecured senior obligations of the issuers, ranking equal 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 Original Notes are, and the Exchange Notes will be, effectively subordinated to any of the issuers' existing and future secured debt to the extent of the value of the assets securing such debt. The guarantees relating to the Original Notes are, and the guarantees relating to the Exchange Notes will be, ranked equal in right of payment with all of the guarantors' existing and future unsecured senior debt and senior in right of payment to all of the guarantors' future subordinated debt, if any. The guarantees relating to the Original Notes are, and the guarantees relating to the Exchange Notes will be, effectively subordinated to any of the guarantors' existing and future secured debt to the extent of the value of the assets securing such debt. In addition, as with the Original Notes, the Exchange Notes will be structurally subordinated to the liabilities of any non-guarantor subsidiaries.

           Both the Original 2024 Notes and the Exchange 2024 Notes (together, the "2024 Notes") will be governed by the same indenture, will constitute the same class of securities for the purposes of the relevant indenture and will vote together on all matters. Both the Original 2027 Notes and the Exchange 2027 Notes (together, the "2027 Notes") will be governed by the same indenture, will constitute the same class of securities for the purposes of the relevant indenture and will vote together on all matters.

           For a more detailed description of the Exchange Notes, see "Description of the Notes."

           Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering such a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, during the period described in Section 4(a)(3) of the Securities Act and Rule 174 thereunder that is applicable to transactions by brokers or dealers with respect to Exchange Notes, we will use our commercially reasonable efforts to make this prospectus, as amended and supplemented, available to broker-dealers for use in connection with resales of Exchange Notes.



           Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 11 of this prospectus for a discussion of certain factors you should consider in connection with this Exchange Offer.

           We are not asking for a proxy and you are requested not to send us a proxy.



           NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



The date of this prospectus is                        , 2017


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        You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with any information or represent anything about us or this offer that is not contained or incorporated by reference in this prospectus. If given or made, any such other information or representation should not be relied upon as having been authorized by us. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus or the date of the documents incorporated by reference in this prospectus, as applicable, unless otherwise stated herein, and such information is subject to change, completion or amendment without notice. Our business, financial condition, liquidity, results of operations and prospects may have changed subsequent to such date.

        We are not making this offer to, nor will we accept surrenders for exchange from, holders of outstanding Original Notes in any jurisdiction in which this offer would not be in compliance with the securities or blue sky laws of such jurisdiction or where it is otherwise unlawful.


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TABLE OF CONTENTS

 
  Page  

WHERE YOU CAN FIND MORE INFORMATION

    ii  

INCORPORATION BY REFERENCE

   
ii
 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   
iii
 

PROSPECTUS SUMMARY

   
1
 

RISK FACTORS

   
11
 

RATIO OF EARNINGS TO COMBINED FIXED CHARGES FOR CYRUSONE INC. AND CYRUSONE LP

   
19
 

USE OF PROCEEDS

   
20
 

DESCRIPTION OF THE NOTES

   
21
 

THE EXCHANGE OFFER

   
78
 

BOOK-ENTRY, DELIVERY AND FORM

   
88
 

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

   
91
 

PLAN OF DISTRIBUTION

   
95
 

LEGAL MATTERS

   
96
 

EXPERTS

   
96
 



        You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or the date of the documents incorporated by reference in this prospectus, as applicable, unless otherwise stated herein, and such information is subject to change, completion or amendment without notice. Unless required by applicable law, we assume no obligation to publicly update any of the information contained or incorporated by reference in this prospectus. Neither the delivery of this prospectus at any time, nor the sale of any Notes shall, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus, or in our affairs, since the date of this prospectus. Our business, financial condition, liquidity, results of operations and prospects may have changed since such dates.

        This prospectus is based on information provided by us and other sources that we believe are reliable. We cannot assure you that the information from other sources is accurate or complete. We have summarized certain documents and other information in a manner we believe to be accurate, but we refer you to the actual documents for a more complete understanding of what we discuss in this prospectus. In making an investment decision, you must rely on your own examination of our business and the terms of this offer and the Notes, including the merits and risks involved.

        This offer is being made on the basis of this prospectus. Any decision to participate in this offer must be based on information contained in this prospectus. You should contact us with any questions about this offer or for additional information to verify the information contained in this prospectus.

        You should not consider any information in this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the Notes.

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        You must comply with all applicable laws and regulations in effect in any applicable jurisdiction, and you must obtain, at your sole cost and expense, any consent, approval or permission required by you for the purchase, offer or sale of the Notes under the laws and regulations in effect in the jurisdictions to which you are subject or in which you make such purchase, offer or sale, and we will not have any responsibility therefor.

        Except as otherwise indicated or required by the context, references in this prospectus to "CyrusOne," "we," "our," "us," "the Company" and "our company" refer to CyrusOne Inc., a Maryland corporation, together with its consolidated subsidiaries, including CyrusOne LP, a Maryland limited partnership (our "operating partnership" or "CyrusOne LP"), and CyrusOne GP, a Maryland statutory trust of which CyrusOne Inc. is the sole beneficial owner and sole trustee and which is the sole general partner of our operating partnership ("CyrusOne GP").


WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the Exchange Offer. This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement and the exhibits to the registration statement. For further information about us, the Exchange Offer and the Exchange Notes, you should refer to the registration statement and its exhibits. Copies of our SEC filings, including the exhibits to the registration statement, are available through us or from the SEC through the SEC's website or at its facilities described below.

        We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, accordingly, file annual, quarterly and periodic reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC at the Public Reference Room of the SEC, 100 F Street, NE, Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Room of the SEC, 100 F Street, NE, Washington, D.C. 20549, at prescribed rates, or from commercial document retrieval services. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

        Our SEC filings are also available to you, free of charge, on the SEC's website at www.sec.gov. Our SEC filings are also be available through the "Company—Investors—SEC Filings" tab of CyrusOne Inc.'s website at www.cyrusone.com. The information contained on or linked to or from our website is not incorporated by reference into this prospectus and is not considered part of this prospectus.


INCORPORATION BY REFERENCE

        We "incorporate by reference" certain information into this prospectus from certain documents that we filed with the SEC prior to the date of this prospectus. By incorporating by reference, we are disclosing important information to you by referring you to documents we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is modified or superseded by information contained in this prospectus or in any other subsequently filed document that also is incorporated by reference herein. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to be part of this prospectus. These documents contain important information about us, our business and our finances. The following documents previously filed with the SEC are incorporated by reference into this prospectus except for any document or portion thereof deemed to be "furnished" and not filed in accordance with SEC rules:

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        We also incorporate by reference all documents we may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of the initial registration statement and prior to the effectiveness of the registration statement and on or after the date of this prospectus and prior to the termination of the offering of securities covered by this prospectus or for so long as we are obligated to make this prospectus available to broker-dealers for resales as described herein, except for any document or portion thereof deemed to be "furnished" and not filed in accordance with SEC rules. The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference herein.

        If you request, either orally or in writing, we will provide you with a copy of any or all documents that are incorporated by reference herein. Such documents will be provided to you free of charge, but will not contain any exhibits, unless those exhibits are incorporated by reference into the document. Requests can be made by writing to Investor Relations at 2101 Cedar Springs Road, Suite 900, Dallas, Texas 75201 or by phone at (972) 350-0060. To obtain timely delivery of any requested information, holders of Original Notes must make any request no later than five business days prior to the expiration of the Exchange Offer. The documents may also be accessed on our website under the "Company—Investors—SEC Filings" tab at www.cyrusone.com. Information contained on our website is not incorporated by reference into this prospectus and is not considered part of this prospectus.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of the federal securities laws. In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, our pro forma financial statements incorporated by reference herein and all of our statements regarding anticipated growth in our funds from operations and anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "pro forma," "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

        Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

iii


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        While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see "Risk Factors," including the risks incorporated herein from our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as updated by our subsequent filings.

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PROSPECTUS SUMMARY

        The following summary contains information about us and the Exchange Offer. It does not contain all of the information that may be important to you in making a decision to participate in the Exchange Offer. For a more complete understanding of us and the Exchange Notes, we urge you to read this entire prospectus and the documents incorporated by reference herein carefully, including the "Risk Factors" section and the financial statements and the notes to those statements incorporated by reference herein. See "Where You Can Find More Information" and "Incorporation by Reference" in this prospectus.

Our Company

        We are a premier data center real estate investment trust. We own, operate and develop enterprise-class, carrier-neutral, multi-tenant and single-tenant data center properties. Our data centers are generally purpose-built facilities with redundant power and cooling. They are not network-specific and enable customer connectivity to a range of telecommunication carriers. We provide mission-critical data center facilities that protect and ensure the continued operation of information technology (IT) infrastructure for nearly 1,000 customers in 40 data centers and 2 recovery centers in 12 distinct markets (10 cities in the U.S., London and Singapore) as of June 30, 2017. We provide twenty-four-hours-a-day, seven-days-a-week security guard monitoring with customizable security features.

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Our Structure

        The following diagram depicts our ownership structure as of June 30, 2017, after giving effect to the Exchange Offer:

GRAPHIC


(1)
The Original Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed on a senior basis by CyrusOne and CyrusOne GP, as well as all of CyrusOne LP's domestic subsidiaries existing on the issue date of the Original Notes (other than CyrusOne Finance Corp. and CyrusOne Government Services LLC).

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Corporate Information

        We have elected to be treated as a REIT for U.S. federal income tax purposes. Our principal executive offices are located at 2101 Cedar Springs Road, Suite 900, Dallas, Texas 75201. Our telephone number is (972) 350-0060.


Summary of the Terms of the Exchange Offer

Background

  On March 17, 2017, we completed a private placement of $500,000,000 of our 5.000% Senior Notes due 2024 and $300,000,000 of our 5.375% Senior Notes due 2027. In connection with these private placements, we entered into registration rights agreements in which we agreed, among other things, to complete this Exchange Offer.

The Exchange Offer

 

We are offering to exchange the unregistered Original 2024 Notes for a like principal amount of 5.000% Senior Notes due 2024, which have been registered under the Securities Act. We are offering to exchange the unregistered Original 2027 Notes for a like principal amount of 5.375% Senior Notes due 2027, which have been registered under the Securities Act. The Original Notes may only be tendered in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof. See "The Exchange Offer—Terms of the Exchange Offer."

 

In order to exchange the Original Notes, you must follow the required procedures, and we must accept the Original Notes for exchange. We will exchange all Original Notes validly tendered and not validly withdrawn prior to the expiration date. See "The Exchange Offer."

Resale of Exchange Notes

 

Based on interpretations of the SEC staff, as described in previous no-action letters, we believe that Exchange Notes issued pursuant to the Exchange Offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

 

you are acquiring the Exchange Notes issued in this offer in the ordinary course of your business;

 

you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in a distribution, (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer; and

 

you are not an "affiliate" of ours, as defined in Rule 405 of the Securities Act.

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By tendering your Original Notes as described in "The Exchange Offer—Procedures for Tendering," you will be making representations to this effect. If you fail to satisfy any of these conditions, you cannot rely on the position of the SEC set forth in the no-action letters referred to above and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the Exchange Notes.

 

We base our belief on interpretations by the SEC staff in no-action letters issued to other issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar decision about our Exchange Offer. If our belief is wrong, you could incur liability under the Securities Act. We will not protect you against any loss incurred as a result of this liability under the Securities Act.

 

Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other transfer of Exchange Notes in the Exchange Offer. See "Plan of Distribution."

Consequences If You Do Not Exchange Your Original Notes

 

Original Notes that are not tendered in the Exchange Offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell such Original Notes unless you are able to rely on an exemption from the requirements of the Securities Act or the Original Notes are registered under the Securities Act.

 

After the Exchange Offer is completed, we will no longer have an obligation to register the Original Notes, except under limited circumstances. To the extent that Original Notes are tendered and accepted in the Exchange Offer, the market for any remaining Original Notes will be adversely affected. See "Risk Factors—Risks Relating to the Notes and the Exchange Offer—Any Original Notes that are not exchanged will continue to be restricted securities and may become less liquid."

Expiration Date

 

The Exchange Offer expires at 5:00 p.m., New York City time, on                        , 2017, unless we extend such Exchange Offer. See "The Exchange Offer—Expiration Date; Extensions; Amendments."

Issuance of Exchange Notes

 

We will issue Exchange Notes in exchange for Original Notes tendered and accepted in the Exchange Offer promptly following the expiration date (unless amended as described in this prospectus). See "The Exchange Offer—Terms of the Exchange Offer."

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Conditions to the Exchange Offer

 

The Exchange Offer is subject to certain customary conditions, which we may amend or waive. The Exchange Offer is not conditioned upon any minimum principal amount of outstanding Original Notes being tendered. See "The Exchange Offer—Conditions to the Exchange Offer."

Procedures for Tendering Original Notes

 

To participate in the Exchange Offer, you must (i) complete, sign and date the accompanying letter of transmittal, or a facsimile copy of such letter, in accordance with its instructions and the instructions of this prospectus, and (ii) mail or otherwise deliver the executed letter of transmittal, together with the Original Notes and any other required documentation to the exchange agent at the address set forth in the letter of transmittal. If you are a broker, dealer, commercial bank, trust company or other nominee and you hold Original Notes through the Depository Trust Company ("DTC"), and wish to accept this offer, you must do so pursuant to DTC's automated tender offer program. See "The Exchange Offer—Procedures for Tendering."

Special Procedures for Beneficial Holders

 

If you beneficially own Original Notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the Exchange Offer, you should contact the registered holder promptly and instruct such person to tender on your behalf. If you wish to tender in this offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Original Notes, either arrange to have the Original Notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable amount of time. See "The Exchange Offer—Procedures for Tendering."

Withdrawal Rights

 

You may withdraw your tender of Original Notes at any time before the expiration date for this offer. See "The Exchange Offer—Withdrawal of Tenders."

Regulatory Requirements

 

We do not believe that the receipt of any material federal or state regulatory approval will be necessary in connection with either Exchange Offer, other than the notice of effectiveness under the Securities Act of the registration statement pursuant to which the Exchange Offer is being made.

Accounting Treatment

 

We will not recognize any gain or loss for accounting purposes upon the completion of the Exchange Offer. The expenses of the Exchange Offer that we pay will increase our deferred financing costs in accordance with accounting principles generally accepted in the United States ("GAAP"). See "The Exchange Offer—Accounting Treatment."

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Federal Income Tax Consequences

 

The exchange of Original Notes for Exchange Notes pursuant to the Exchange Offer generally will not be a taxable event for U.S. federal income tax purposes. See "Material United States Federal Income Tax Considerations."

Use of Proceeds

 

We will not receive any cash proceeds from the exchange or issuance of Exchange Notes in connection with the Exchange Offer.

Exchange Agent

 

Wells Fargo Bank, N.A. is serving as exchange agent in connection with the Exchange Offer. The address and telephone number of the exchange agent are set forth under "The Exchange Offer—Exchange Agent." Wells Fargo Bank, N.A. is also the trustee under the indentures governing the Notes.


Summary of the Terms of the Exchange Notes

        Unless specifically indicated, the summary below describes the principal terms of the Notes (including the Exchange Notes). This summary is not intended to be complete. For a more complete understanding of the Notes, please refer to the section entitled "Description of the Notes" in this prospectus. Other than the restrictions on transfer, registration rights and special interest provisions, the Exchange Notes will have the same financial terms and covenants in all material respects as the Original Notes, which are summarized as follows:

Issuers

  CyrusOne LP and CyrusOne Finance Corp.

Notes offered

 

$500,000,000 in aggregate principal amount of 5.000% Senior Notes due 2024. The Exchange 2024 Notes are identical in all material respects to the terms of the Original 2024 Notes, except for the original date of issuance, the date from which interest will initially begin to accrue, that the Exchange 2024 Notes are registered under the Securities Act and that the transfer restrictions, registration rights and related special interest provisions applicable to the Original 2024 Notes do not apply to the Exchange 2024 Notes. The Exchange 2024 Notes will evidence the same debt as the Original 2024 Notes, and both the Original 2024 Notes and the Exchange 2024 Notes will be governed by the same indenture.

 

$300,000,000 in aggregate principal amount of 5.375% Senior Notes due 2027. The Exchange 2027 Notes are identical in all material respects to the terms of the Original 2027 Notes, except for the original date of issuance, the date from which interest will initially begin to accrue, that the Exchange 2027 Notes are registered under the Securities Act and that the transfer restrictions, registration rights and related special interest provisions applicable to the Original 2027 Notes do not apply to the Exchange 2027 Notes. The Exchange 2027 Notes will evidence the same debt as the Original 2027 Notes, and both the Original 2027 Notes and the Exchange 2027 Notes will be governed by the same indenture.

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Maturity date

 

The Exchange 2024 Notes will mature on March 15, 2024.

 

The Exchange 2027 Notes will mature on March 15, 2027.

Interest

 

Interest on the Exchange 2024 Notes will be payable semi-annually in cash on March 15 and September 15 of each year, beginning on September 15, 2017.

 

Interest on the Exchange 2027 Notes will be payable semi-annually in cash on March 15 and September 15 of each year, beginning on September 15, 2017.

Guarantees

 

The Notes are fully, jointly and severally and unconditionally guaranteed on a senior unsecured basis by CyrusOne, the sole beneficial owner and sole trustee of CyrusOne GP, which is the sole general partner of our operating partnership, CyrusOne GP and all of CyrusOne LP's domestic subsidiaries existing on the issue date of the Original Notes (other than CyrusOne Finance Corp., CyrusOne Government Services LLC and any receivables entities). Each of CyrusOne LP's restricted subsidiaries (other than any designated excluded subsidiary or receivables entity) that guarantees indebtedness of CyrusOne LP or any guarantor in the future will also guarantee the Notes.

Ranking

 

The Notes are:

 

senior unsecured obligations of the issuers;

 

pari passu in right of payment with any existing and future unsecured senior indebtedness of the issuers (including the Existing Notes);

 

senior in right of payment to any future subordinated indebtedness of the issuers, if any;

 

effectively subordinated in right of payment to all existing and future secured indebtedness of the issuers, including indebtedness under our second amended and restated credit agreement (the "Second Amended and Restated Credit Agreement") governing our revolving credit facility (the "Revolving Credit Facility") and our term loan credit facilities (the "Term Loans"), to the extent of the value of the collateral securing such indebtedness; and

 

structurally subordinated in right of payment to all indebtedness and other liabilities, including trade payables, of our operating partnership's non-guarantor subsidiaries.

 

Each guarantee is:

 

a senior unsecured obligation of such guarantor;

 

pari passu in right of payment with any existing and future senior unsecured indebtedness of such guarantor;

 

senior in right of payment to any future subordinated indebtedness of such guarantor, if any; and

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effectively subordinated in right of payment to all secured indebtedness of such guarantor, including such guarantor's guarantee, if any, of the operating partnership's obligations under the Second Amended and Restated Credit Agreement, to the extent of the value of the collateral securing that indebtedness.

 

As of June 30, 2017, we had $1,869.4 million principal amount of debt outstanding, including $800.0 million principal amount of Notes, $157.7 million under our Revolving Credit Facility, $900.0 million under our Term Loans and $11.7 million of capital lease obligations. In addition, we had $134.0 million of lease financing arrangements. As of June 30, 2017, we had the ability to borrow up to an additional $933.8 million under our Revolving Credit Facility (not giving effect to the unused portion of the revolving or term loan accordion feature in our Second Amended and Restated Credit Agreement, for which we do not have commitments), net of outstanding letters of credit of approximately $8.5 million, subject to satisfying certain financial tests.

 

The non-guarantor subsidiaries generated approximately 1% of our revenues for both the year ended December 31, 2016 and the six months ended June 30, 2017, and held approximately 1% and 0.8% of our assets and approximately 2% and 1% of our liabilities as of December 31, 2016 and June 30, 2017, respectively.

Optional redemption

 

Prior to March 15, 2020, the issuers may redeem the 2024 Notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the 2024 Notes, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable "make-whole" premium set forth in this prospectus. The issuers may redeem the 2024 Notes, in whole or in part, at any time on or after March 15, 2020, at a redemption price equal to 100% of the principal amount of the 2024 Notes, plus accrued and unpaid interest, if any, to the redemption date, plus a premium declining over time as set forth in this prospectus. In addition, at any time on or prior to March 15, 2020, the issuers may redeem up to 40% of the aggregate principal amount of the 2024 Notes with the proceeds of certain equity offerings, as described in this prospectus.

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Prior to March 15, 2022, the issuers may redeem the 2027 Notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount of the 2027 Notes, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable "make-whole" premium set forth in this prospectus. The issuers may redeem the 2027 Notes, in whole or in part, at any time on or after March 15, 2022, at a redemption price equal to 100% of the principal amount of the 2027 Notes, plus accrued and unpaid interest, if any, to the redemption date, plus a premium declining over time as set forth in this prospectus. In addition, at any time on or prior to March 15, 2020, the issuers may redeem up to 40% of the aggregate principal amount of the 2027 Notes with the proceeds of certain equity offerings, as described in this prospectus.

Change of control

 

If a "Change of Control Trigger Event" occurs, noteholders may require the issuers to repurchase all or part of their Notes at 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the repurchase date. The term "Change of Control Trigger Event" is defined under "Description of the Notes—Certain Definitions."

Certain covenants

 

The indentures governing the Notes contain covenants that, among other things, limit CyrusOne LP's ability and the ability of its restricted subsidiaries to:

 

incur secured or unsecured indebtedness;

 

pay dividends or distributions on its equity interests, or redeem or repurchase equity interests of CyrusOne or CyrusOne LP;

 

make certain investments or other restricted payments;

 

enter into transactions with affiliates;

 

enter into agreements limiting the ability of CyrusOne LP's restricted subsidiaries to pay dividends or make certain transfers and other payments to CyrusOne LP or to other restricted subsidiaries;

 

sell assets; and

 

merge, consolidate or transfer all or substantially all of their assets.

 

CyrusOne LP and its restricted subsidiaries are also required to maintain total unencumbered assets of at least 150% of their unsecured debt on a consolidated basis.

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These covenants contain important exceptions, limitations and qualifications. For so long as the Notes are rated investment grade by at least two rating agencies, certain covenants will be suspended with respect to the Notes and the subsidiary guarantees will be released. For more details, see "Description of the Notes."

Activities of CyrusOne, CyrusOne GP and CyrusOne Finance Corp

 

The indentures governing the Notes restrict the activities of CyrusOne, CyrusOne GP and CyrusOne Finance Corp. See "Description of the Notes—Covenants—Limitation on Activities of Holdings and CyrusOne GP" and "Description of the Notes—Covenants—Limitation on Activities of Finance Corp."

No public trading market

 

The Exchange Notes will not be listed on any national securities exchange or any automated dealer quotation system. As a result, an active trading market for the Exchange Notes may not develop or be sustained. If an active trading market does not develop, the market price and liquidity of the Exchange Notes may be adversely affected. See "Risk Factors—Risks Related to the Notes and the Exchange Offer."

Governing law

 

The indentures, the Notes and the guarantees are and will be governed by the laws of the state of New York.

Risk factors

 

Investing in the Notes involves a high degree of risk. See "Risk Factors" and all other information included or incorporated by reference into this prospectus (including the "Risk Factors" under Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, incorporated by reference herein) for a discussion of the factors you should carefully consider before deciding to participate in the Exchange Offer or invest in the Notes.

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RISK FACTORS

        In considering whether to participate in this Exchange Offer, you should carefully consider all of the information we have included or incorporated by reference in this prospectus. In particular, you should carefully consider the risk factors incorporated by reference from our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, the risks discussed below and the other information contained in this prospectus and the documents we incorporate by reference herein before making a decision to participate in this Exchange Offer. Any or all of these risks could have a material adverse effect on our businesses, reputation, financial condition, results of operations and cash flows, the trading price of the Notes and our ability to make payments on the Notes. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled "Special Note Regarding Forward-Looking Statements."

Risks Related to the Notes and the Exchange Offer

We have significant outstanding indebtedness that involves significant debt service obligations, limits our operational and financial flexibility, exposes us to interest rate fluctuations and exposes us to the risk of default under our debt obligations.

        As of June 30, 2017, we had $1,869.4 million principal amount of debt outstanding, including $800.0 million principal amount of Notes, $157.7 million under our Revolving Credit Facility, $900.0 million under our Term Loans and $11.7 million of capital lease obligations. In addition, we had $134.0 million of lease financing arrangements. As of June 30, 2017, we had the ability to borrow up to an additional $933.8 million under our Revolving Credit Facility (not giving effect to the unused portion of the revolving or term loan accordion feature in our Second Amended and Restated Credit Agreement, for which we do not have commitments), net of outstanding letters of credit of approximately $8.5 million, subject to satisfying certain financial tests.

        There are no limits on the amount of indebtedness we may incur other than limits contained in the indentures governing the Notes, the Second Amended and Restated Credit Agreement, future agreements that we may enter into or as may be set forth in any policy limiting the amount of indebtedness we may incur adopted by CyrusOne's board of directors. A substantial level of indebtedness could have adverse consequences for our business, financial condition and results of operations because it could, among other things:

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Despite our current indebtedness levels, we may still be able to incur substantially more debt, including secured debt. This could exacerbate further the risks associated with our substantial leverage.

        We may be able to incur substantial additional indebtedness in the future, including debt under the Second Amended and Restated Credit Agreement and future credit facilities, some or all of which may be secured and therefore would rank effectively senior to the Notes. As of June 30, 2017, we had $933.8 million of availability under the Revolving Credit Facility, net of outstanding letters of credit of approximately $8.5 million. In addition, the indentures governing the Notes do not restrict the incurrence of indebtedness by CyrusOne or any unrestricted subsidiaries and restrict, but do not completely prohibit, our operating partnership and its restricted subsidiaries from incurring additional debt. The indentures governing the Notes also allow our operating partnership and its restricted subsidiaries to incur certain secured debt which would be effectively senior to the Notes. In addition, the indentures do not prevent our operating partnership or any of its restricted subsidiaries from incurring other liabilities that do not constitute indebtedness. See "Description of the Notes." If new debt or other liabilities are added to our current debt levels, the related risks that we now face could intensify.

The Notes and the related guarantees are unsecured and are and will continue to be effectively junior in right of payment to any secured indebtedness of the issuers or the guarantors.

        The Notes and the related guarantees are the issuers' and the guarantors' unsecured senior obligations. The Notes and the guarantees are and will continue to be effectively junior in right of payment to all of the issuers' and all of the guarantors' existing and future secured debt, to the extent of the value of the assets securing such obligations. As of June 30, 2017, we had $1,869.4 million principal amount of debt outstanding, including $800.0 million principal amount of Notes, $157.7 million under our Revolving Credit Facility, $900.0 million under our Term Loans and $11.7 million of capital lease obligations. In addition, we had $134.0 million of lease financing arrangements. Under the terms of the indentures governing the Notes, subject to satisfaction of certain other requirements, the operating partnership and its restricted subsidiaries are permitted to incur additional debt secured by their respective assets. For a discussion of the operating partnership's ability to incur such secured debt, see "Description of the Notes—Covenants—Limitation on Indebtedness." Because the Notes and the guarantees are unsecured obligations, your right of repayment may be compromised if:

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        If any of these events occur, any secured lenders could foreclose on the assets of the issuers or the guarantors in which they have been granted a security interest, in each case to your exclusion, even if an event of default exists under the indentures governing the Notes at such time. As a result, upon the occurrence of any of these events, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to fully satisfy your claims. You may therefore not be fully repaid if the issuers or the guarantors become insolvent or otherwise fail to make payment on the Notes.

The Notes are and will continue to be structurally junior in right of payment to the liabilities of any of the issuers' non-guarantor subsidiaries.

        Only CyrusOne, CyrusOne GP and all of our operating partnership's domestic subsidiaries existing on the issue date of the Original Notes (other than CyrusOne Finance Corp. and CyrusOne Government Services LLC) guarantee the Notes. In addition, a new restricted subsidiary of our operating partnership will not be required to guarantee the issuers' obligations under the Notes if it is a designated excluded subsidiary or a receivables entity, or if it does not guarantee any other debt of our operating partnership or any other guarantor. The Notes are and will continue to be structurally junior in right of payment to the indebtedness and other liabilities of the issuers' non-guarantor subsidiaries. These non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that the issuers or the subsidiary guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the bankruptcy, liquidation or reorganization of those subsidiaries, and the consequent rights of holders of Notes to realize proceeds from the sale of any of such non-guarantor subsidiaries' assets, will be structurally subordinated to the claims of such non-guarantor subsidiaries' creditors, including trade creditors, mortgage holders and holders of preferred equity interests of those subsidiaries. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, these non-guarantor subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before distributing any of their assets to us. The non-guarantor subsidiaries generated approximately 1% of our revenues for both the year ended December 31, 2016 and the six months ended June 30, 2017, and held approximately 1% and 0.8% of our assets and approximately 2% and 1% of our liabilities as of December 31, 2016 and June 30, 2017, respectively.

The agreements governing our indebtedness place significant operational and financial restrictions on us, reducing our operational flexibility and creating default risks.

        The agreements governing our indebtedness contain covenants, and the terms of any future agreements may contain covenants, that place restrictions on us and our subsidiaries. These covenants restrict, among other things, our and our subsidiaries' ability to:

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        These covenants could impair our ability to grow our business, take advantage of attractive business opportunities or successfully compete. These covenants could also impair our ability to plan for or react to market conditions or meet capital needs, or our ability to finance our operations, strategic acquisitions, investments or alliances or other capital needs or to engage in other business activities that would be in our interest. In addition, the indentures governing the Notes and the Second Amended and Restated Credit Agreement require us to maintain specified financial metrics and satisfy financial condition tests. The indentures governing the Notes also require our operating partnership and its subsidiaries to maintain total unencumbered assets of at least 150% of the aggregate principal amount of their outstanding unsecured indebtedness on a consolidated basis. Our ability to comply with these metrics or tests may be affected by events beyond our control, including prevailing economic, financial and industry conditions. A breach of any of these covenants or covenants under any other agreements governing our indebtedness could result in an event of default. Cross-default provisions in our debt agreements could cause an event of default under one debt agreement to trigger an event of default under our other debt agreements. Upon the occurrence of an event of default under any of our debt agreements, the lenders or holders thereof could elect to declare all outstanding debt under such agreements to be immediately due and payable. If we were unable to repay or refinance the accelerated debt, the lenders or holders, as applicable, could proceed against any assets pledged to secure that debt, including foreclosing on or requiring the sale of our data centers, and our assets may not be sufficient to repay such debt in full. For a detailed description of the covenants and restrictions imposed by the indentures governing the Notes, see "Description of the Notes."

The documents that govern our outstanding indebtedness require that we maintain certain financial metrics and, if we fail to do so, we will be in default under the applicable debt instrument, which in turn could trigger defaults under our other debt instruments, which could result in the maturities of all of our debt obligations being accelerated.

        Each of our significant debt instruments requires that we maintain certain financial metrics. The Second Amended and Restated Credit Agreement requires that the total indebtedness of CyrusOne and its subsidiaries shall not exceed 60% of the gross value of the assets of CyrusOne and its subsidiaries, determined based on the capitalized value of the stabilized properties of CyrusOne and its subsidiaries for the preceding fiscal quarter multiplied by four, the book value of the stabilized properties acquired by CyrusOne and its subsidiaries during the four fiscal quarters most recently ended, the book value of development properties owned by CyrusOne and its subsidiaries, unrestricted cash and cash equivalents held by CyrusOne and its subsidiaries, the book value of land assets held by CyrusOne and its subsidiaries and the book value of mortgage notes held by CyrusOne and its subsidiaries. The Second Amended and Restated Credit Agreement also requires that our operating partnership maintain a minimum consolidated EBITDA to consolidated fixed charges ratio of not less than 1.70 to 1.00, that total unsecured indebtedness of CyrusOne and its subsidiaries may not exceed 60% (or 65% during the two calendar quarters immediately following certain material acquisitions) of the unencumbered asset value of the operating partnership and its subsidiaries, that the operating partnership maintain an unencumbered property debt yield of at least 14.0% (or 12.5% during the two calendar quarters immediately following certain material acquisitions) and that CyrusOne maintains a minimum consolidated net worth of $2.216 billion, plus 75% of the sum of (i) the net proceeds from any equity offerings by us, our operating partnership and its subsidiaries after June 30, 2016, plus

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(ii) the value of interests in CyrusOne LP or CyrusOne issued upon the contribution of assets to CyrusOne LP or its subsidiaries after June 30, 2016.

        In addition, the indentures that govern the Notes require that the operating partnership and its restricted subsidiaries maintain total unencumbered assets of at least 150% of the aggregate principal amount of all of their outstanding unsecured indebtedness.

        If we do not continue to satisfy these covenant metrics, we will be in default under the applicable debt instrument, which in turn would trigger defaults under our other debt instruments, which could result in the maturities of all of our debt obligations being accelerated. These events would have a material adverse effect on our liquidity.

Certain exceptions under the indentures permit our operating partnership and its restricted subsidiaries to make distributions to maintain the REIT status of CyrusOne even when they cannot otherwise make restricted payments under the indentures.

        Subject to certain exceptions, under the indentures, our operating partnership and its restricted subsidiaries will be allowed to make restricted payments only if, at the time they make such a restricted payment, our operating partnership is able to incur at least $1.00 of indebtedness under certain provisions of the "Limitation on Indebtedness" covenant, including that our operating partnership has a consolidated EBITDA to consolidated interest expense coverage ratio of at least 2.0 to 1.0. Certain of the exceptions are significant. For a more complete discussion of the restricted payment and debt incurrence covenants of the indentures applicable to the Notes, see "Description of the Notes—Covenants—Limitation on Restricted Payments" and "Description of the Notes—Covenants—Limitation on Indebtedness."

        Even when our operating partnership and its restricted subsidiaries are unable to make restricted payments during a period in which they are unable to incur $1.00 of indebtedness, so long as no default or event of default under the indentures shall have occurred and be continuing, the indentures permit our operating partnership and its restricted subsidiaries to declare or pay any dividend or make any distribution to their equity holders to fund a dividend or distribution by them, so long as CyrusOne believes in good faith that it qualifies as a REIT under the Code, and the declaration or payment of any such dividend or the making of any such distribution is necessary either to maintain CyrusOne's status as a REIT under the Code for any calendar year or to enable CyrusOne to avoid payment of any tax for any calendar year that could be avoided by reason of a distribution by CyrusOne to its stockholders, with such distribution to be made as and when determined by CyrusOne, whether during or after the end of the relevant calendar year.

We may not have the ability to raise the funds necessary to finance the change of control trigger event offer required by the indentures.

        Upon the occurrence of certain credit rating downgrades in connection with certain change of control events, we will be required to offer to repurchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of the Notes, especially if the change of control also constitutes a change of control under our Second Amended and Restated Credit Agreement. Under the Second Amended and Restated Credit Agreement, a change of control constitutes an event of default, which could result in our obligation to repay any outstanding borrowings under the Second Amended and Restated Credit Agreement and repurchase the Notes at the same time. Our failure to repay or repurchase the Notes would constitute an event of default under the indentures. Any future credit agreement or other agreements relating to indebtedness to which we become a party may contain similar provisions.

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        In addition, the change of control provisions in the indentures that govern the Notes will not necessarily afford the noteholders protection in the event of a highly leveraged transaction that may adversely affect the noteholders, including by way of a reorganization, restructuring, merger or other similar transaction involving us. These transactions may not involve a change in voting power, or, even if they do, may not involve a change of the magnitude required under the definition of change of control in the indentures governing the Notes to trigger these provisions. Furthermore, the definition of "change of control" in the indentures that govern the Notes includes a phrase relating to the sale of "all or substantially all" of the assets of CyrusOne and its subsidiaries, taken as a whole, to any person. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the assets of CyrusOne and its subsidiaries, taken as a whole. As a result, it may be unclear as to whether a change of control has occurred and whether a holder of Notes may require CyrusOne to make an offer to repurchase the notes upon the occurrence of a change of control trigger event as described above.

The Exchange Notes currently have no established trading or other public market, and an active trading market may not develop for the Exchange Notes.

        The failure of a market developing for the Exchange Notes could affect the liquidity and value of the Exchange Notes and you may not be able to sell the Exchange Notes readily, or at all, or at or above the price that you paid.

        We do not intend to apply for the listing of the Exchange Notes on any national securities exchange or any automated dealer quotation system. As a result, an active trading market for the Exchange Notes may not develop or be sustained. The initial purchasers in the offering of the Original Notes advised us that, as of the issue date of the Original Notes, they intended to make a market in the Original Notes. However, the initial purchases are under no obligation to do so, and one or more initial purchasers may cease any market-making in the Original Notes at any time. We cannot assure you that any market for the Exchange Notes will develop, or if one does develop, that it will be liquid. If the Exchange Notes are traded, they may trade at a discount from their initial offering price, depending on the number of holders of the Notes, the interest of securities dealers in making a market for the Exchange Notes, prevailing interest rates, the market for similar securities, our credit rating, our operating performance and financial condition, the prospects for companies in our industry generally and other factors. If an active trading market does not develop, the market price and liquidity of the Exchange Notes may be adversely affected. As a result, we cannot ensure you that you will be able to sell any of the Exchange Notes at a particular time, at attractive prices, or at all. Thus, you may be required to bear the financial risk of your investment in the Exchange Notes indefinitely.

The trading prices of the Notes will be directly affected by our credit rating.

        The Original Notes are and the Exchange Notes will be publicly rated by Moody's, S&P and other independent rating agencies. A security rating is not a recommendation to buy, sell or hold securities. These public debt ratings may affect our ability to raise debt. Any future downgrading of the Notes by Moody's and S&P or another rating agency may affect the cost and terms and conditions of our financings and could adversely affect the value and trading price of the Notes.

        Credit rating agencies continually revise their ratings for companies that they follow, including us. Any ratings downgrade could adversely affect the trading price of the Notes or the trading market for the Notes to the extent a trading market for the Notes develops.

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Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

        If a bankruptcy case or lawsuit is initiated by unpaid creditors of any guarantor, the debt represented by the guarantees entered into by the guarantor may be reviewed under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of the guarantee could be subordinated to certain obligations of a guarantor if, among other things, the guarantor, at the time it entered into the guarantee, received less than reasonably equivalent value or fair consideration for entering into the guarantee and was one of the following:

        In addition, any payment by a guarantor could be voided and required to be returned to the guarantor or to a fund for the benefit of the guarantor's creditors under those circumstances.

        If a guarantee of a subsidiary were voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the Notes would be solely creditors of CyrusOne, the issuers and creditors of the operating partnership's subsidiaries that have validly guaranteed the Notes. The Notes then would be effectively subordinated to all liabilities of the subsidiary whose guarantee was voided.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

        The indentures require that future domestic subsidiaries of our operating partnership guarantee the Notes under certain circumstances. These considerations will also apply to those guarantees.

Any Original Notes that are not exchanged will continue to be restricted securities and may become less liquid.

        Original Notes that are not tendered or that we do not accept for exchange will, following this offer, continue to be restricted securities, and the holder may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue Exchange Notes in exchange for the Original Notes pursuant to this offer only following the satisfaction of the procedures and conditions set forth in "The Exchange Offer—Conditions to the Exchange Offer" and "The Exchange Offer—Procedures for Tendering." Such procedures and conditions include timely receipt by the exchange agent of such Original Notes (or a confirmation of book entry transfer) and of a properly completed and duly executed letter of transmittal (or an agent's message from DTC). Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes for Exchange Notes, we expect that the liquidity of the market for the Original Notes remaining after the completion of the Exchange Offer will be substantially limited. Any Original Notes tendered and exchanged in this offer will reduce the aggregate

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principal amount of Original Notes outstanding. Following the Exchange Offer, Original Notes generally will not have any further registration rights, and such Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could be adversely affected.

The ability of a broker-dealer to transfer the Exchange Notes may be restricted.

        A broker-dealer that acquired the Original Notes for its own account as a result of market-making activities or other trading activities must comply with the prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their Exchange Notes.

Some holders who exchange their Original Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

        If you exchange your Original Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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RATIO OF EARNINGS TO COMBINED FIXED CHARGES FOR CYRUSONE INC.
AND CYRUSONE LP

 
   
  Successor   Predecessor  
 
  Six
Months
Ended
June 30,
2017
 
(dollars in millions)
  Year Ended
December 31,
2016
  Year Ended
December 31,
2015
  Year Ended
December 31,
2014(a)
  January 24
to
December 31,
2013(a)
  January 1,
2013 to
January 23,
2013(b)
  Year Ended
December 31,
2012(b)
 

Pre-tax income (loss) from continuing operations before adjustment for noncontrolling interests/minority interests in consolidated subsidiaries or income or loss from equity investees plus fixed charges*

  $ 3.2   $ 75.9   $ 27.2   $ 30.0   $ 30.8   $ (16.8 ) $ 19.9  

Fixed charges:

                                           

Interest expensed and capitalized

    38.2     59.4     47.3     44.1     42.8     2.6     44.5  

Appropriate portion of rentals(c)

    1.3     2.5     2.5     2.2     2.2     0.5     2.9  

Total fixed charges

    39.5     61.9     49.8     46.3     45.0     3.1     47.4  

Ratio of earnings to fixed charges(d)(e)(f)(g)(h)

        1.2                      

Insufficient to cover fixed charges

    36.3         22.6     16.3     14.2     19.9     27.5  

*
Earnings used in computing the ratio of earnings to combined fixed charges consists of income from continuing operations before income taxes, adjustment for noncontrolling interests/minority interests, income/loss from equity method investees, and fixed charges except for capitalized interest.

(a)
Consolidated results for the year ended December 31, 2014, and the period from January 24, 2013 to December 31, 2013, are the same for both CyrusOne Inc. and CyrusOne LP.

(b)
Periods represent results of the Predecessor on a "carved-out basis" from Cincinnati Bell Inc. for all respective periods.

(c)
Represents the estimated portion of operating lease expense deemed to represent interest for each respective period presented.

(d)
For the six month period ended June 30, 2017, earnings were insufficient to cover fixed charges by $36.3 million.

(e)
For the years ended December 31, 2015 and 2014, earnings were insufficient to cover fixed charges by $22.6 million and $16.3 million, respectively.

(f)
For the period from January 24, 2013 to December 31, 2013, earnings were insufficient to cover fixed charges by $14.2 million.

(g)
For the period from January 1, 2013 to January 23, 2013, earnings were insufficient to cover fixed charges by $19.9 million.

(h)
For the year ended December 31, 2012, earnings were insufficient to cover fixed charges by $27.5 million.

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USE OF PROCEEDS

        This Exchange Offer is intended to satisfy our obligations under the registration rights agreements entered into in connection with the issuance of the Original Notes. We will not receive any cash proceeds from the issuance of the Exchange Notes in connection with this Exchange Offer.

        In consideration for issuing the Exchange Notes as contemplated by this prospectus, we will receive the Original Notes in a like principal amount. The Original Notes surrendered and exchanged for the Exchange Notes will be retired and canceled and cannot be reissued.

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DESCRIPTION OF THE NOTES

        You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." In this description, "CyrusOne" refers only to CyrusOne LP, and not to any of its Subsidiaries nor to Holdings or any of its Subsidiaries; the term "Finance Corp." refers to CyrusOne Finance Corp., a wholly-owned Subsidiary of CyrusOne LP with nominal assets which conducts no operations; the term "Issuers" refers to CyrusOne and Finance Corp.; "CyrusOne GP" refers to CyrusOne GP, the general partner of CyrusOne; and "Holdings" refers to CyrusOne, Inc., the 100% owner of CyrusOne GP, and not to any of its Subsidiaries.

        On March 17, 2017 (the "Issue Date") the Issuers issued $500.0 million in aggregate principal amount of Original 2024 Notes pursuant to an indenture (the "2024 Indenture") among the Issuers, the Guarantors and Wells Fargo Bank, N.A., as trustee (the "Trustee") in a private transaction that was not subject to the registration requirements of the Securities Act. The Exchange 2024 Notes will be issued under the 2024 Indenture and will be treated as part of the same class and series as the Original 2024 Notes. The terms of the Exchange 2024 Notes are identical to the terms of the Original 2024 Notes, except that the Exchange 2024 Notes will be registered under the Securities Act and the transfer restrictions, registration rights and related special interest provisions applicable to the Original 2024 Notes do not apply to the Exchange 2024 Notes.

        On the Issue Date, the Issuers issued $300.0 million in aggregate principal amount of Original 2027 Notes pursuant to an indenture (the "2027 Indenture" and together with the 2024 Indenture, the "indentures" and each an "indenture") among the Issuers, the Guarantors and the Trustee in a private transaction that was not subject to the registration requirements of the Securities Act. The Exchange 2027 Notes will be issued under the 2027 Indenture and will be treated as part of the same class and series as the Original 2027 Notes. The terms of the Exchange 2027 Notes are identical to the terms of the Original 2027 Notes, except that the Exchange 2027 Notes will be registered under the Securities Act and the transfer restrictions, registration rights and related special interest provisions applicable to the Original 2027 Notes do not apply to the Exchange 2027 Notes.

        Unless the context otherwise requires, references to "notes" in this "Description of the Notes" include the Original Notes, which were not registered under the Securities Act, and the Exchange Notes offered hereby, which have been registered under the Securities Act; references to "2024 notes" in this "Description of the Notes" include the Original 2024 Notes, which were not registered under the Securities Act, and the Exchange 2024 Notes offered hereby, which have been registered under the Securities Act; and references to "2027 notes" in this "Description of the Notes" include the Original 2027 Notes, which were not registered under the Securities Act, and the Exchange 2027 Notes offered hereby, which have been registered under the Securities Act.

        The terms of each series of notes include those stated in the indentures and those made part of the indentures by reference to the Trust Indenture Act of 1939, as amended.

        The following description is a summary of the material provisions of the indentures. It does not restate the indentures in their entirety. We urge you to read the applicable indenture because it, and not this description, defines your rights as holders of the notes. Copies of the indentures are available as set forth below under "Additional Information." Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the applicable indentures and the registration rights agreements.

        The registered holder of a note is treated as the owner of it for all purposes. Only registered holders have rights under the indentures.

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Brief description of the notes and the note guarantees

        The notes.    The notes are:

        Finance Corp. currently has no obligations other than the notes and its Guarantee in respect of the Credit Agreement.

        The note guarantees.    The notes are guaranteed on a joint and several basis by Holdings, CyrusOne GP, all of CyrusOne's domestic Restricted Subsidiaries existing on the Issue Date (other than Finance Corp., any Receivables Entity and CyrusOne Government Services LLC) and all of CyrusOne's future Restricted Subsidiaries (other than Excluded Subsidiaries and any Receivables Entity) that are or become required to issue Note Guarantees pursuant to the covenant described below under the caption "—Covenants—Limitation on Issuances of Guarantees by Restricted Subsidiaries."

        The Note Guarantee of each Guarantor is and will be:

        Not all of CyrusOne's Subsidiaries guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. The non-guarantor Subsidiaries generated approximately 1% of our revenues for both the year ended December 31, 2016 and the six months ended June 30, 2017, and held approximately 1% and 0.8% of our assets and approximately 2% and 1% of our liabilities as of December 31, 2016 and June 30, 2017, respectively.

        As of the date of this offer, all of our Subsidiaries are "Restricted Subsidiaries." However, under the circumstances described in the definition of "Unrestricted Subsidiaries," we are permitted to designate certain of our Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries are not subject to many of the restrictive covenants in the indentures. Our Unrestricted Subsidiaries do not guarantee the notes.

        Each Note Guarantee is limited to the maximum amount that would not render the Guarantor's obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor's

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obligation under its Note Guarantee could be significantly less than amounts payable with respect to the notes, or a Guarantor may have effectively no obligation under its Note Guarantee. See "Risk Factors—Risks Related to the Notes and the Exchange Offer—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors."

        Each Guarantor that makes a payment under its Note Guarantee is and will be entitled upon payment in full of all guaranteed obligations under the applicable indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

        The Note Guarantee of a Subsidiary Guarantor with respect to any series of notes will automatically terminate and be released upon:

        In addition, if on any date following the Issue Date, either series of the notes are rated Investment Grade by at least two Rating Agencies and no Default or Event of Default shall have occurred and be continuing under the indenture with respect to such series, then, beginning on that date, the Subsidiary Guarantors will be automatically released from their obligations under the Note Guarantees with respect to such series; provided, however, that within ten business days following a Reinstatement Date, each of the Restricted Subsidiaries who would have been required to Guarantee the notes of such series but for the foregoing, will be required to execute and deliver a supplemental indenture to the applicable indenture providing for a Note Guarantee for the applicable series of notes by such Restricted Subsidiary.

Finance Corp.

        Finance Corp. is a Maryland corporation and a wholly-owned Subsidiary of CyrusOne that was formed for the purpose of facilitating the offering of debt securities by acting as co-issuer. Finance Corp. is nominally capitalized and does not have any operations or revenues. As a result, holders and prospective purchasers of the notes should not expect Finance Corp. to participate in servicing the interest and principal obligations on the notes. See "—Covenants—Limitation on Activities of Finance Corp."

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Principal, maturity and interest

        The Issuers issued (i) $500.0 million in aggregate principal amount of the Original 2024 Notes and (ii) $300.0 million in aggregate principal amount of the Original 2027 Notes. In this Exchange Offer, the Issuers will exchange (i) up to $500.0 million in aggregate principal amount of the Exchange 2024 Notes and (ii) up to $300.0 million in aggregate principal amount of the Exchange 2027 Notes. The Issuers may issue additional 2024 notes under the 2024 Indenture and additional 2027 notes under the 2027 Indenture from time to time. Any issuance of additional notes is subject to all of the covenants in the applicable indenture, including the covenant described below under the caption "—Covenants—Limitation on Indebtedness." Unless otherwise expressly stated or the context otherwise requires, references to the "notes" in this "Description of the Notes" means the notes and any other additional notes of the series offered hereby the Issuers may issue in the future pursuant to the terms of the applicable indenture. The notes of either series and any additional notes of such series subsequently issued will be treated as a single series for all purposes under the applicable indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that additional notes of a series may be issued at different prices from the issue price of the notes of the applicable series issued in this offering, and, if the additional notes are not fungible with the notes of the applicable series for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number. The Issuers will issue the notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The 2024 notes will mature on March 15, 2024. The 2027 notes will mature on March 15, 2027. Interest on the 2024 notes will accrue at the rate of 5.000% per annum and will be payable semi-annually in arrears on March 15 and September 15, commencing on September 15, 2017. Interest on the 2027 notes will accrue at the rate of 5.375% per annum and will be payable semi-annually in arrears on March 15 and September 15, commencing on September 15, 2017. The Issuers will make each interest payment to the holders of record of the 2024 notes on the immediately preceding March 1 and September 1, and will make each interest payment to holders of record of the 2027 notes on the immediately preceding March 1 and September 1.

        Interest on the notes will accrue from March 17, 2017. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

        Each series of notes initially will be evidenced by one or more global notes deposited with a custodian for, and registered in the name of, Cede & Co., as nominee of The Depository Trust Company (such depositary, including any successor thereto, "DTC").

Methods of receiving payments on the notes

        The notes are payable as to principal, premium, if any, and interest at the office or agency of the paying agent and registrar within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the holders at their addresses set forth in the register of holders; provided that payment by wire transfer of immediately available funds is required with respect to principal of, premium on, if any, and interest on, all global notes and all other notes the holders who have provided wire transfer instructions to the Issuers or the paying agent to an account in the United States of America.

Paying agent and registrar for the notes

        The Trustee is the current paying agent and registrar. CyrusOne may change the paying agent or registrar without prior notice to the holders of the notes, and CyrusOne or any of its Subsidiaries may act as paying agent or registrar.

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Transfer and exchange

        A holder may transfer or exchange notes in accordance with the provisions of the applicable indenture. The registrar and CyrusOne may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. CyrusOne will not be required to transfer or exchange any note selected for redemption. Also, CyrusOne will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Optional redemption

The 2024 notes.

        At any time prior to March 15, 2020, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2024 notes issued under the 2024 Indenture (including additional 2024 notes, if any), upon not less than 30 nor more than 60 days' notice to the holders (with a copy to the Trustee), at a redemption price equal to 105.000% of the principal amount of the 2024 notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of holders of the 2024 notes on any relevant record date occurring prior to the applicable redemption date to receive interest on the relevant interest payment date), with an amount of cash equal to the net cash proceeds of an Equity Offering; provided that:

        At any time prior to March 15, 2020, the Issuers may on any one or more occasions redeem all or a part of the 2024 notes, upon not less than 30 nor more than 60 days' notice to the holders of the 2024 notes (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the 2024 notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (subject to the rights of holders of 2024 notes on any relevant record date occurring prior to the applicable redemption date to receive interest due on the relevant interest payment date).

        Except pursuant to the preceding paragraphs, the 2024 notes are not redeemable at the Issuers' option prior to March 15, 2020.

        On or after March 15, 2020, the Issuers may on any one or more occasions redeem all or a part of the 2024 notes, upon not less than 30 nor more than 60 days' notice to the holders of the 2024 notes (with a copy to the Trustee), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2024 notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on March 15 of the years indicated below (subject to the rights of holders of the 2024 notes on any relevant record date occurring prior to the applicable redemption date to receive interest on the relevant interest payment date):

Year
  Redemption
price
 

2020

    102.500 %

2021

    101.250 %

2022 and thereafter

    100 %

        Notwithstanding the foregoing, in connection with any tender offer for the 2024 notes (including in connection with a Change of Control Trigger Event or pursuant to the covenant described below under

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"—Covenants—Limitation on Asset Sales"), if holders of not less than 90% in aggregate principal amount of the outstanding 2024 notes validly tender and do not withdraw such notes in such tender offer and CyrusOne, or any third party making such tender offer in lieu of CyrusOne, purchases all of the 2024 notes validly tendered and not withdrawn by such holders, CyrusOne or such third party will have the right upon not less than 10 nor more than 60 days' prior notice, given not more than 30 days following such purchase date, to redeem (with respect to CyrusOne) or purchase (with respect to a third party) all such notes that remain outstanding following such purchase at a price equal to the price paid to each other holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest thereon, if any, to the date of redemption or purchase, as the case may be, subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the date of redemption or purchase date, as the case may be.

        Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the 2024 notes or portions thereof called for redemption on the applicable redemption date.

The 2027 notes.

        At any time prior to March 15, 2020, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2027 notes issued under the 2027 Indenture (including additional 2027 notes, if any), upon not less than 30 nor more than 60 days' notice to the holders (with a copy to the Trustee), at a redemption price equal to 105.375% of the principal amount of the 2027 notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of holders of the 2027 notes on any relevant record date occurring prior to the applicable redemption date to receive interest on the relevant interest payment date), with an amount of cash equal to the net cash proceeds of an Equity Offering; provided that:

        At any time prior to March 15, 2022, the Issuers may on any one or more occasions redeem all or a part of the 2027 notes, upon not less than 30 nor more than 60 days' notice to the holders of the 2027 notes (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the 2027 notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (subject to the rights of holders of 2027 notes on any relevant record date occurring prior to the applicable redemption date to receive interest due on the relevant interest payment date).

        Except pursuant to the preceding paragraphs, the 2027 notes are not redeemable at the Issuers' option prior to March 15, 2022.

        On or after March 15, 2022, the Issuers may on any one or more occasions redeem all or a part of the 2027 notes, upon not less than 30 nor more than 60 days' notice to the holders of the 2027 notes (with a copy to the Trustee), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2027 notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on March 15 of the years indicated below (subject to the rights of holders of the 2027 notes on any relevant record date

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occurring prior to the applicable redemption date to receive interest on the relevant interest payment date):

Year
  Redemption
price
 

2022

    102.688 %

2023

    101.792 %

2024

    100.896 %

2025 and thereafter

    100 %

        Notwithstanding the foregoing, in connection with any tender offer for the 2027 notes (including in connection with a Change of Control Trigger Event or pursuant to the covenant described below under "—Covenants—Limitation on Asset Sales"), if holders of not less than 90% in aggregate principal amount of the outstanding 2027 notes validly tender and do not withdraw such notes in such tender offer and CyrusOne, or any third party making such tender offer in lieu of CyrusOne, purchases all of the 2027 notes validly tendered and not withdrawn by such holders, CyrusOne or such third party will have the right upon not less than 10 nor more than 60 days' prior notice, given not more than 30 days following such purchase date, to redeem (with respect to CyrusOne) or purchase (with respect to a third party) all such notes that remain outstanding following such purchase at a price equal to the price paid to each other holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest thereon, if any, to the date of redemption or purchase, as the case may be, subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the date of redemption or purchase date, as the case may be.

        Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the 2027 notes or portions thereof called for redemption on the applicable redemption date.

Selection and notice of redemption

        If less than all of the notes of a series are to be redeemed, the Trustee will select notes of such series for redemption on a pro rata basis (or, in the case of notes issued in global form as discussed under "Book-Entry, Delivery and Form," pursuant to the applicable procedures of DTC) unless otherwise required by law or applicable stock exchange or depositary requirements.

        No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail or otherwise delivered in accordance with applicable DTC procedures at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes of any series or a satisfaction and discharge of the indenture with respect to such series.

        Any redemption or purchase of the notes, including in connection with an Equity Offering or a Change of Control Trigger Event, with the Net Cash Proceeds of an Asset Sale or in connection with another transaction (or series of related transactions) or event, including any financing, may, at CyrusOne's option, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, Change of Control, Asset Sale or other transaction or event, as the case may be, and notice of such redemption or purchase may be given prior to the completion or the occurrence of the related Equity Offering, Change of Control, Asset Sale or other transaction or event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in CyrusOne's discretion, the date of redemption or purchase may be delayed until such time (including more than 60 days after the date the notice of redemption or purchase was sent) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice

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may be rescinded in the event that any or all such conditions shall not have been satisfied by the date of redemption or purchase, or by the date of redemption or purchase as so delayed, or such notice may be rescinded at any time in CyrusOne's discretion if in the good faith judgment of CyrusOne any or all of such conditions will not be satisfied. In addition, CyrusOne may provide in such notice that payment of the redemption or purchase price and performance of its obligations with respect to such redemption or purchase may be performed by another Person.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption, unless the Issuers default in the payment of the redemption price.

Mandatory redemption; sinking fund

        The Issuers are not required to make any mandatory redemption or sinking fund payments for the notes.

Suspension of covenants

        With respect to any series of notes, for so long as (i) the notes of such series are rated Investment Grade by at least two Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under the indenture with respect to the notes of such series, CyrusOne and its Restricted Subsidiaries will not be subject to the covenants in the indenture with respect to such series of notes specifically listed under the following captions in this "Description of the Notes" section of this prospectus (collectively, the "Suspended Covenants"):

        Additionally, during such time as the above referenced covenants are suspended for such series of notes, (i) the Note Guarantees of the Subsidiary Guarantors with respect to such series of notes will also be suspended (the "Suspended Guarantees") and (ii) CyrusOne will not be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary unless CyrusOne would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if the Suspended Covenants had been in effect for such period.

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        If at any time the applicable series of notes' credit rating is downgraded below an Investment Grade rating by any of the Rating Agencies such that the notes of the applicable series do not have an Investment Grade rating by at least two of the Rating Agencies, then the Suspended Covenants and the Suspended Guarantees will thereafter be reinstated as if such covenants and guarantees had never been suspended (the "Reinstatement Date") and will be applicable pursuant to the terms of the indenture with respect to such series of notes (including in connection with performing any calculation or assessment to determine compliance with the terms of such indenture), unless and until such series of notes subsequently attain an Investment Grade rating from at least two of the Rating Agencies (in which event the Suspended Covenants and the Suspended Guarantees will no longer be in effect for such time that such series of notes maintain an Investment Grade rating with at least two of the Rating Agencies); provided, however, that no Default, Event of Default or breach of any kind will be deemed to exist under the indenture with respect to such series of notes, the applicable series of notes or the Note Guarantees for such series of notes with respect to the Suspended Covenants or the Suspended Guarantees based on any actions taken or events occurring during the Suspension Period referred to below, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants or the Suspended Guarantees remained in effect during such period. The period of time between (i) the date of suspension of the Suspended Covenants and the Suspended Guarantees and (ii) the Reinstatement Date, if any, with respect to such series of notes, is referred to as the "Suspension Period."

        On the Reinstatement Date for the applicable series of notes, all Indebtedness incurred during the Suspension Period will be classified as having been Incurred in compliance with clauses (1) and (2) of the covenant described below under the caption "—Covenants—Limitation on Indebtedness." To the extent such Indebtedness would not be so permitted to be Incurred in compliance with clauses (1) and (2) of the covenant described below under the caption "—Covenants—Limitation on Indebtedness," such Indebtedness will be classified as having been Incurred pursuant to clause (3)(C) of that covenant. Calculations made under the relevant indenture after the Reinstatement Date of the amount available to be made as Restricted Payments pursuant to the covenant described below under "—Covenants—Limitation on Restricted Payments" will be made as though such covenant had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the relevant indenture under the first paragraph of the covenant described below under "—Covenants—Limitation on Restricted Payments," to the extent set forth in such covenant and the items specified in subclauses (i)-(iii) of clause (4) thereof will increase the amount available to be made. For purposes of determining compliance under the relevant indenture with the covenant described below under the caption "—Covenants—Limitation on Asset Sales," the amount of Excess Proceeds will be deemed to be zero as of the Reinstatement Date. Any encumbrance or restriction on the ability of any Restricted Subsidiary under the relevant indenture to take any action described in clauses (1) through (4) of the first paragraph of the covenant described under "—Covenants—Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries" that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to clause (1) of the second paragraph of such covenant. Any Affiliate Transaction entered into after a Reinstatement Date pursuant to an agreement entered into during any Suspension Period shall be deemed to be permitted under the relevant indenture pursuant to clause (5) of the second paragraph of the covenant described under "—Covenants—Limitations on Transactions with Affiliates". On and after any Reinstatement Date for the applicable series of notes, CyrusOne and its Restricted Subsidiaries will be permitted to consummate the transactions contemplated by any agreement or commitment entered into during the relevant Suspension Period so long as such agreement or commitment and such consummation would have been permitted during such Suspension Period.

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        There can be no assurance that any series of notes will ever achieve or maintain a rating of Investment Grade from any Rating Agency. If and while CyrusOne and its Restricted Subsidiaries are not subject to the Suspended Covenants and the Suspended Guarantees with respect to a series of notes, holders of such notes will be entitled to substantially less covenant protection.

Covenants

        The indentures contain, among others, the following covenants.

Limitation on indebtedness

        (1)   CyrusOne will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of CyrusOne and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0.

        (2)   CyrusOne will not, and will not permit any of its Restricted Subsidiaries to, Incur any Subsidiary Indebtedness or any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Subsidiary Indebtedness or Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Subsidiary Indebtedness and Secured Indebtedness of CyrusOne and its Restricted Subsidiaries on a consolidated basis would be greater than 45% of Adjusted Total Assets as of any date of Incurrence.

        (3)   Notwithstanding paragraphs (1) and (2) above, CyrusOne or any of its Restricted Subsidiaries may Incur each and all of the following ("Permitted Debt"):

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        (4)   For purposes of determining compliance with any U.S. dollar restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement.

        (5)   For purposes of determining any particular amount of Indebtedness under this covenant, Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount will not be included.

        (6)   For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, CyrusOne, in its sole discretion, may classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses; provided that CyrusOne may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later reclassify all or a portion of such item of Indebtedness, in any manner that complies within this covenant. Indebtedness under the Credit Agreement (other than the Existing Term Loans outstanding under the Credit Agreement on the Issue Date) outstanding on the Issue Date will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (3)(A) of this covenant. Indebtedness under the Existing Term Loans outstanding on the Issue Date will initially be

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deemed to have been incurred on such date in reliance on the exception provided by clause (3)(C) of this covenant.

        (7)   The amount of any Indebtedness outstanding as of any date will be:

Maintenance of total unencumbered assets

        CyrusOne and its Restricted Subsidiaries will maintain at all times Total Unencumbered Assets of not less than 150% of the aggregate principal amount of all outstanding Unsecured Indebtedness.

Limitation on sale and leaseback transactions

        CyrusOne will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any property or asset unless:

Limitation on restricted payments

        CyrusOne will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

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        As of June 30, 2017, the amount available for Restricted Payments under (4)(C) of the first paragraph was approximately $847.0 million.

        Notwithstanding the foregoing, CyrusOne and any of its Restricted Subsidiaries may declare or pay any dividend or make any distribution to their equity holders to fund a dividend or distribution by Holdings (and make any corresponding distributions to CyrusOne's partners other than Holdings), so long as (A) Holdings believes in good faith that Holdings qualifies as a real estate investment trust under the Code and the declaration or payment of such dividend, in each case, by Holdings, or the making of such distribution is necessary either to maintain Holdings' status as a real estate investment

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trust under the Code for any calendar year or to enable Holdings to avoid payment of any tax for any calendar year that could be avoided by reason of a distribution by Holdings to its shareholders, with such distribution by Holdings to be made as and when determined by Holdings, whether during or after the end of, the relevant calendar year, and (B) no Default or Event of Default shall have occurred and be continuing.

        The foregoing provisions will not be violated by reason of:

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        Each Restricted Payment permitted pursuant to the immediately preceding paragraph (other than the Restricted Payments referred to in clauses (2), (3), (4), (5), (6), (7), (9), (10), (11), (12), (13), (14), (15), (16), (17) and (18) of this paragraph) will be included in calculating whether the conditions of clause (4)(C) of the first paragraph of this covenant have been met with respect to any subsequent Restricted Payments and any net cash proceeds utilized to effect a Restricted Payment pursuant to clause (3) of the immediately preceding paragraph will be excluded.

        For purposes of determining compliance with this covenant, in the event that a Restricted Payment or Investment (or a portion thereof) meets the criteria of one or more of clauses (1) through (18) above or the definition of "Permitted Investments", or is entitled to be made pursuant to the first paragraph of this covenant, CyrusOne, in its sole discretion, will classify, and may later reclassify (based on circumstances existing on the date of such reclassification), such Restricted Payment or Investment

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(or portion thereof) between one or more of such clauses (1) through (18), such clauses of the definition of "Permitted Investments and/or such first paragraph in a manner that complies with this covenant.

Limitation on dividend and other payment restrictions affecting restricted subsidiaries

        CyrusOne will not, and will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:

        The foregoing provisions will not restrict any encumbrances or restrictions:

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        Nothing contained in this covenant will prevent CyrusOne or any of its Restricted Subsidiaries from restricting the sale or other disposition of property or assets of CyrusOne or its Restricted Subsidiaries that secure Indebtedness of CyrusOne or any of its Restricted Subsidiaries.

Limitation on issuances of guarantees by restricted subsidiaries

        CyrusOne will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries and Receivables Entities) to Guarantee, directly or indirectly, any Indebtedness of Holdings, CyrusOne or

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any Subsidiary Guarantor ("Guaranteed Indebtedness"), unless, if such Restricted Subsidiary is not already a Subsidiary Guarantor, such Restricted Subsidiary executes and delivers a supplemental indenture to the applicable indenture providing for a Subsidiary Guarantee by such Restricted Subsidiary within ten business days; provided that this paragraph will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

        If the Guaranteed Indebtedness:

Limitation on transactions with affiliates

        CyrusOne will not, and will not permit any of its Restricted Subsidiaries to enter into, renew or extend any transaction (including, without limitations, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of CyrusOne or any of its Restricted Subsidiaries (each an "Affiliate Transaction"), except upon terms no less favorable to CyrusOne or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such an Affiliate.

        The foregoing limitation does not limit, and will not apply to:

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        Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this covenant and not covered by (2) through (11) of the immediately foregoing paragraph the aggregate amount of which exceeds $10.0 million in value must be approved or determined to be fair in the manner provided for in clause (1)(A) or (B) above.

Limitation on asset sales

        CyrusOne will not, and will not permit any of its Restricted Subsidiaries to, consummate any Asset Sale, unless:

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        Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, CyrusOne will or will cause such Net Cash Proceeds (or an amount equal to the amount of such Net Cash Proceeds) to be applied to:

        Pending the application of any such Net Cash Proceeds as described above, CyrusOne may invest such Net Cash Proceeds in any manner that is not prohibited by the applicable indenture. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 365-day period as set forth in the preceding sentence and not applied as so required by the end of such period will constitute "Excess Proceeds." If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not previously subject to an Offer to Purchase pursuant to this covenant totals more than $25.0 million, CyrusOne must commence, not later than the fifteenth business day of such month, and consummate an Offer to Purchase from the holders of the notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the applicable indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, on a pro rata basis, an aggregate principal amount of notes and such other pari passu Indebtedness equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the notes and such other pari passu Indebtedness plus, in each case, accrued interest to the Payment Date.

        If the aggregate principal amount of notes and other pari passu Indebtedness with the notes tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, then the notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of the notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase, any remaining Excess Proceeds subject to such Offer to Purchase will no longer be deemed to be Excess Proceeds and may be applied to any other purpose not prohibited by the applicable indenture.

Repurchase of notes upon a change of control trigger event

        Unless CyrusOne has previously or concurrently sent a redemption notice with respect to all of a series of notes as described above under the caption "—Optional Redemption" and all conditions precedent applicable to such redemption notice have been satisfied, CyrusOne must commence, within 30 days of the occurrence of a Change of Control Trigger Event, an Offer to Purchase for all notes of such series then outstanding, at a purchase price equal to 101% of the principal amount of the notes of such series, plus accrued interest to the Payment Date.

        There can be no assurance that CyrusOne will have sufficient funds available at the time of any Change of Control Trigger Event to make any debt payment (including repurchases of notes) required by the foregoing covenant (as well as any covenant that may be contained in other securities of CyrusOne or that might be outstanding at the time).

        Subject to the following paragraph, the provisions described above that require CyrusOne to make an Offer to Purchase following a Change of Control Trigger Event will be applicable regardless of whether any other provisions of the applicable indenture are applicable. Except as described above with

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respect to a Change of Control Trigger Event, the applicable indenture does not contain provisions that permit the holders of the notes to require that CyrusOne repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction. In addition, holders of notes may not be entitled to require CyrusOne to purchase their notes in circumstances involving a significant change in the composition of CyrusOne's or Holdings' Board of Directors, including in connection with a proxy contest.

        CyrusOne will not be required to make an Offer to Purchase with respect to any series of notes upon a Change of Control Trigger Event if a third party makes the Offer to Purchase for such series of notes in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture for such series of notes applicable to an Offer to Purchase made by CyrusOne and purchases all notes of such series validly tendered and not withdrawn under such Offer to Purchase. Notwithstanding anything to the contrary herein, an Offer to Purchase may be made in advance of a Change of Control Trigger Event, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the applicable Change of Control at the time the Offer to Purchase is made.

        CyrusOne will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes as a result of a Change of Control Trigger Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.

        If the terms of any Credit Facilities prohibit CyrusOne from making an Offer to Purchase or from purchasing the notes pursuant thereto, prior to the sending of the notice to holders, but in any event within 30 days following any Change of Control Trigger Event, CyrusOne covenants to:

        CyrusOne must first comply with the covenant described above before it will be required to purchase notes in the event of a Change of Control Trigger Event; provided, however, that CyrusOne's failure to comply with the covenant described in the preceding sentence or to make an Offer to Purchase because of any such failure shall constitute a default described in clause (4) under "—Events of Default" below (and not under clause (3) thereof).

        The definition of "Change of Control" includes a disposition of all or substantially all of the assets of CyrusOne and its Subsidiaries, taken as a whole, to any Person. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the assets of CyrusOne and its Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder of notes may require CyrusOne to make an offer to repurchase the notes upon the occurrence of a Change of Control Trigger Event as described above.

        The provisions under the indenture governing a series of notes relative to CyrusOne's obligation to make an offer to repurchase such series of notes as a result of a Change of Control Trigger Event may

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be waived or modified with the written consent of the holders of a majority in principal amount of such series of notes.

SEC reports and reports to holders

        Whether or not Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings must provide the Trustee and, upon written request, the holders of notes within fifteen (15) business days after filing, or in the event no such filing is required, within fifteen (15) business days after the end of the time periods specified in those sections with:

provided that, the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC's EDGAR system or on CyrusOne's or Holdings' website within the applicable time period specified above.

        In addition, following the earlier of (x) the consummation of the initial public offering of Holdings or (y) the consummation of the Exchange Offer, whether or not required by the SEC, Holdings will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) of the preceding paragraph with the SEC for public availability within the time periods specified in the SEC's rules and regulations. If CyrusOne had any Unrestricted Subsidiaries during the relevant period, Holdings will also provide to the trustees and the holders of the notes information sufficient to ascertain the financial condition and results of operations of CyrusOne and its Restricted Subsidiaries, excluding in all respects the Unrestricted Subsidiaries.

        For so long as any of the notes remain outstanding and constitute "restricted securities" under Rule 144, Holdings will furnish to the holders of the notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144(d)(4) under the Securities Act.

        Notwithstanding anything herein to the contrary, Holdings will not be deemed to have failed to comply with any provision of this reporting covenant for purposes of clause (4) set forth below under the caption "—Events of Default" as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due.

Limitation on activities of Finance Corp.

        Finance Corp. will not hold any material assets, become liable for any material obligations or engage in any significant business activities; provided, that Finance Corp. may be a co-obligor or guarantor with respect to Indebtedness if CyrusOne is an obligor on such Indebtedness and the net proceeds of such Indebtedness are received by CyrusOne, Finance Corp. or one or more Subsidiary Guarantors. At any time after CyrusOne is a corporation, Finance Corp. may consolidate or merge with or into CyrusOne or any Restricted Subsidiary.

Limitation on activities of Holdings and CyrusOne GP

        Neither Holdings nor CyrusOne GP will Incur any Indebtedness other than their respective Note Guarantees in respect of the Original Notes and guarantees of additional Indebtedness (including additional notes) or leases of CyrusOne and its Restricted Subsidiaries that is permitted to be Incurred

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by CyrusOne or such Restricted Subsidiary under the covenant described above under the caption "—Limitation on Indebtedness." In addition:

        Notwithstanding anything to the contrary in this covenant, Holdings and/or CyrusOne GP may consolidate, merge or sell all or substantially all of its assets in accordance with the provisions of the applicable indenture described below under "—Consolidation, Merger and Sale of Assets" and above under "—Repurchase of Notes Upon a Change of Control Trigger Event."

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Events of default

        Events of Default under the indenture in respect of the notes of any series are defined as the following:

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        If an Event of Default (other than an Event of Default specified in clause (7) or (8) above that occurs with respect to Holdings, CyrusOne GP, an Issuer or any Significant Subsidiary) occurs and is continuing under the indenture with respect to the notes of any series, the Trustee or the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding, by written notice to CyrusOne (and to the Trustee if such notice is given by the holders), may, and the Trustee at the request of the holders of at least 25% in aggregate principal amount of the notes of such series then outstanding will, declare the principal of, premium, if any, and accrued interest on the notes of such series to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest will be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) above has occurred and is continuing, such declaration of acceleration will be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by Holdings, an Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto.

        If an Event or Default specified in clause (7) or (8) above occurs with respect to Holdings, CyrusOne GP, an Issuer or any Significant Subsidiary, the principal of, premium, if any, and accrued interest on the notes of such series then outstanding will automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder. The holders of at least a majority in principal amount of the outstanding notes of such series by written notice to CyrusOne and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

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        The holders of a majority in aggregate principal amount of the outstanding notes of such series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the indenture applicable to such series of notes, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of holders of notes of such series not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from holders of notes of such series. A holder of notes may not pursue any remedy with respect to the relevant indenture or the notes of such series unless:

        However, such limitations do not apply to the contractual right of any holder of a note to receive payment of the principal of, premium, if any, or interest on, such note or to bring suit for the enforcement of any such payment on or after the due date expressed in the notes, which right shall not be impaired or affected without the consent of the holder.

        The indentures require certain officers of CyrusOne to certify, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of CyrusOne and Holdings and the Restricted Subsidiaries and of their performance under the applicable indenture and that CyrusOne, Holdings and the Restricted Subsidiaries have fulfilled all obligations thereunder, or, if there has been a default in fulfillment of any such obligation, specifying each such default and the nature and status thereof. CyrusOne and Holdings are also obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the applicable indenture.

Consolidation, merger and sale of assets

        The Issuers, Holdings and CyrusOne GP.    None of Holdings, CyrusOne GP nor either of the Issuers will consolidate or merge with or into, or sell, convey, transfer, lease or otherwise dispose (collectively, a "transfer") of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into Holdings, CyrusOne GP or an Issuer unless:

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        Upon any consolidation or merger or any transfer of all or substantially all of Holdings', CyrusOne GP's or such Issuer's assets, in accordance with the foregoing, the successor Person formed by such consolidation or into which Holdings, CyrusOne GP or such Issuer is merged or to which such transfer is made, will succeed to, be substituted for, and may exercise every one of Holdings', CyrusOne GP's or such Issuer's rights and powers under the applicable indenture with the same effect as if such successor Person had been named therein as Holdings, CyrusOne GP or such Issuer and, except in the case of the lease or a sale or other transfer of less than all assets, Holdings, CyrusOne GP or such Issuer will be released from the obligations under the notes and the Note Guarantee, as applicable.

        Subsidiary guarantors.    No Subsidiary Guarantor will consolidate or merge with or into, or transfer all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than CyrusOne or another Guarantor), unless:

        Notwithstanding the foregoing, the Note Guarantee by a Subsidiary Guarantor that is a Restricted Subsidiary of CyrusOne will be automatically released as set forth under "—The Note Guarantees."

Legal defeasance and covenant defeasance

        CyrusOne may at any time, at the option of its Board of Directors evidenced by a Board Resolution set forth in an officers' certificate, elect to have all of the Issuers' obligations discharged

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with respect to the outstanding notes of any series and all obligations of the Subsidiary Guarantors discharged with respect to their Note Guarantees with respect to such series ("Legal Defeasance") except for:

        In addition, CyrusOne may, at its option and at any time, elect to have the obligations of the Issuers and the Subsidiary Guarantors with respect to the notes of any series released with respect to certain covenants (including their obligation to make an Offer to Purchase upon a Change of Control Trigger Event or Asset Sale, as the case may be) that are described in the applicable indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes of such series. In the event Covenant Defeasance occurs with respect to the notes of any series, all Events of Default described under "—Events of Default" (except those relating to payments on the notes or bankruptcy, receivership, rehabilitation or insolvency events with respect to Holdings, CyrusOne GP and the Issuers) will no longer constitute an Event of Default with respect to the notes of such series.

        In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes of any series:

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Satisfaction and discharge

        The indenture in respect of a series of notes will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

        In addition, CyrusOne must deliver an officers' certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

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Modification and waiver

        Subject to certain limited exceptions, modifications, waivers and amendments of an indenture, the notes of any series or the Note Guarantees of the notes of any series may be made with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding notes of the applicable series (including consents obtained in connection with a tender offer or exchange offer for the notes of such series) and any past Default or compliance with any provisions under the applicable indenture may also be waived with the consent of the holders of a majority in principal amount of the outstanding notes of such series; provided that no such modification, waiver or amendment may, without the consent of each holder of the applicable series affected thereby:

        Modifications, waivers and amendments of the applicable indenture, the notes of any series and the Note Guarantees of the notes of any series may, without notice to or the consent of any noteholder be made:

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No personal liability of incorporators, partners, stockholders, officers, directors, or employees

        The indentures provide that no recourse for the payment of the principal of, premium, if any, or interest on any of the notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of CyrusOne or any of the Guarantors in the applicable indenture, or in any of the notes or because of the creation of any Indebtedness represented thereby, shall be had against any incorporator, partner, stockholder, officer, director, employee or controlling person in their capacity as such of CyrusOne, the Guarantors or of any successor Person thereof. Each holder, by accepting the notes, waives and releases all such liability.

Governing law

        Each indenture provides that it and the notes and the Note Guarantees are governed by, and construed in accordance with, the laws of the State of New York.

Concerning the trustee

        Each indenture provides that, except during the continuance of an Event of Default, the Trustee will not be liable, except for the performance of such duties as are specifically set forth in such

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indenture. If an Event of Default has occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and powers vested in it under such indenture as a prudent person would exercise under the circumstances in the conduct of such person's own affairs.

        Each indenture and provisions of the Trust Indenture Act incorporated by reference into such indenture contain limitations on the rights of the Trustee, should it become a creditor of CyrusOne, Holdings or the Subsidiary Guarantors, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions; provided that if it acquires any conflicting interest, it must eliminate such conflict or resign.

Additional information

        Anyone who receives this prospectus may obtain copies of the indentures and the registration rights agreements without charge by writing to CyrusOne LP, 2101 Cedar Springs Road, Suite 900, Dallas, TX 75201, Attention: Chief Financial Officer.

Certain definitions

        Set forth below are definitions of certain terms contained in the indentures that are used in this description. Please refer to the indentures for the definitions of other capitalized terms used in this description that are not defined below.

        "Acquired Indebtedness" means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with an Asset Acquisition from such Person by a Restricted Subsidiary whether or not Incurred by such Person in connection with, or in anticipation of, such Person becoming a Restricted Subsidiary or such Asset Acquisition; provided that Indebtedness of such Person that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which such Person becomes a Restricted Subsidiary or such Asset Acquisition will not be Acquired Indebtedness.

        "Adjusted Total Assets" means, as of any date, the Total Assets at the end of the most recent fiscal quarter preceding such date for which internal financial statements are available, adjusted, to the extent practicable in the sole good faith judgment of CyrusOne's chief financial officer, for any Asset Sale or any Asset Acquisition consummated since the end of such fiscal quarter, in each case, involving aggregate consideration in excess of $25.0 million (each such adjustment to be made in accordance with the good faith judgment of CyrusOne's Chief Financial Officer).

        "Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Applicable Premium" means, with respect to any note on any redemption date the greater of (1) 1.0% of the principal amount of such note and (2) the excess (if any) of (A) the present value at such redemption date of (i) the redemption price of such note at March 15, 2020 (for the 2024 notes) and March 15, 2022 (for the 2027 notes), as applicable, as set forth in the applicable table appearing above under the caption "—Optional Redemption" (excluding any accrued but unpaid interest) plus (ii) all required interest payments due on such note through March 15, 2020 (for the 2024 notes) and March 15, 2022 (for the 2027 notes), as applicable (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate on such redemption date plus 50 basis points (for the 2024 notes) and plus 50 basis points (for the 2027 notes) over (B) the principal amount of such note.

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The Issuers will calculate the Applicable Premium and the Trustee will not be responsible for such calculation.

        "Asset Acquisition" means:

        "Asset Sale" means any sale, transfer or other disposition (each, a "disposition"), including by way of merger, consolidation or Sale and Leaseback Transaction, in one transaction or a series of related transactions by CyrusOne or any of its Restricted Subsidiaries to any Person other than CyrusOne or any of its Restricted Subsidiaries of any assets or properties consisting of:

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        "Attributable Debt" means, in respect of a Sale and Leaseback Transaction, the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

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        "Average Life" means at any date of determination with respect to any Indebtedness, the quotient obtained by dividing:

        "Board of Directors" means:

        "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of a company to have been duly adopted by the Board of Directors of such company and to be in full force and effect on the date of such certificate, and delivered to the Trustee.

        "Capital Stock" means, with respect to any Person, any and all shares, interests, participation or other equivalents (however designated, whether voting or non-voting), including partnership interests, whether general or limited, in the equity of such Person, whether outstanding on the Issue Date or issued thereafter.

        "Capitalized Lease" means, as applied to any Person, any lease of any property, whether real, personal or mixed, of which the discounted present value of the rental obligations of such Person as lessee is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP.

        "Capitalized Lease Obligations" means the discounted present value of the rental obligations under a Capitalized Lease as reflected on the balance sheet of such Person in accordance with GAAP.

        "Capitalized Value" means, as of any date:

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        "Change of Control" means the occurrence of any of the following:

        "Change of Control Trigger Event" means, with respect to any series of notes, the occurrence of a Change of Control (x) that is accompanied or followed by a downgrade by one or more gradations (including gradations within ratings categories) or withdrawal of the rating of such series of notes within the Ratings Decline Period by at least one Rating Agency and (y) the rating of such series of notes on any day during such Ratings Decline Period is below the rating by such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement), provided that in making the relevant decision(s) referred to above to downgrade or withdraw such ratings, as applicable, the relevant Rating Agency announces publicly or confirms in writing during such Ratings Decline Period that such decision(s) resulted, in whole or in part, from the occurrence (or expected occurrence) of such Change of Control or the announcement of the intention to effect such Change of Control. Notwithstanding the foregoing, no Change of Control Trigger Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Common Stock" means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) that have no preference on liquidation or with respect to distributions over any other class of Capital Stock, including partnership interests, whether general or limited, of such Person's equity, whether outstanding on the Issue Date or issued thereafter, including, without limitation, all series and classes of common stock.

        "Common Units" means the limited partnership units of CyrusOne, that by their terms are redeemable at the option of the holder thereof and that, if so redeemed, at the election of Holdings are redeemable for cash or Common Stock of Holdings.

        "Consolidated EBITDA" means, for any period, the Consolidated Net Income of Holdings, CyrusOne GP, CyrusOne and its Restricted Subsidiaries for such period, determined on a consolidated

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basis in accordance with GAAP and on a Pro Forma Basis, plus, to the extent such amount was deducted in calculating Consolidated Net Income (without duplication):

        In addition, Consolidated EBITDA will exclude the impact of all currency translation gains or losses related to non-operating currency transactions (including any net loss or gain resulting from Currency Agreements).

        "Consolidated Interest Expense" means, for any period, the aggregate amount of interest expense in respect of Indebtedness of Holdings, CyrusOne GP, CyrusOne and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and on a Pro Forma Basis, including (without duplication):

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excluding, to the extent included in interest expense above:

        "Consolidated Net Income" means, for any period, the net income (loss) of Holdings, CyrusOne GP, CyrusOne and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, without any reduction in respect of dividends on Preferred Stock, but without giving effect to deductions for non-controlling or minority interests; provided that the following items will be excluded in computing Consolidated Net Income, without duplication:

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        "continuing" means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

        "Construction in Process" means, as of any date, the aggregate amount of costs incurred for any build-outs, redevelopment, construction, or tenant improvements of a Property on or prior to the last day of the most recent fiscal quarter of Holdings for which internal financial statements are available that have been capitalized to and are reflected on the balance sheet of Holdings as of the end of such fiscal quarter.

        "Credit Agreement" means that certain Second Amended and Restated Credit Agreement, dated as of November 21, 2016, among CyrusOne, the lenders party thereto and Keybank National Association, as administrative agent, including any related notes, guarantees and collateral documents as the same may be amended, modified or supplemented from time to time.

        "Credit Facilities" means one or more debt facilities (including the Credit Agreement), commercial paper facilities, securities purchase agreements, indentures or similar agreements, in each case, with banks or other institutional lenders or investors providing for revolving loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) letters of credit or the issuance of securities, including any related notes, guarantees, collateral documents, instruments and agreement executed in connection therewith, and, in each case, as amended, restated, replaced (whether upon or after termination or otherwise), refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, but excluding the Existing Term Loans outstanding under the Credit Agreement as of the Issue Date.

        "Currency Agreement" means any agreement or arrangement designed to protect against fluctuations in currency exchange rates.

        "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default.

        "Designated Non-cash Consideration" means the Fair Market Value of non-cash consideration received by CyrusOne or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration by an officer of CyrusOne, less the amount of cash and Temporary Cash Investments received in connection with a subsequent sale, redemption, payment or collection of, on or with respect to such Designated Non-cash Consideration.

        "Designated Preferred Stock" means Preferred Stock of Holdings or CyrusOne (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an officer's certificate executed by the principal financial officer of Holdings or CyrusOne, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (C) of the first paragraph of the covenant described above under the caption "—Covenants—Limitation on Restricted Payments."

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        "Development Property" means Property owned or acquired by Holdings, CyrusOne GP, CyrusOne or any of its Restricted Subsidiaries for which Holdings, CyrusOne or such Restricted Subsidiary has obtained the necessary permits (including a building permit to permit construction) and on which Holdings, CyrusOne or any of its Restricted Subsidiaries is actively pursuing construction and for which construction is proceeding to completion without undue delay from permit delay or denial, construction delays or otherwise, all pursuant to the ordinary course of business of Holdings, CyrusOne or such Restricted Subsidiary. Notwithstanding the foregoing, any such Property will no longer be considered to be a Development Property at the earlier of:

        "Disqualified Stock" means, with respect to notes of any series, any class or series of Capital Stock (other than Common Units) of any Person that by its terms or otherwise is:

provided that any Capital Stock that would not constitute Disqualified Stock but for (A) provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring prior to the Stated Maturity of the notes of such series will not constitute Disqualified Stock if the "asset sale" or "change of control" provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions of the applicable indenture described above under the captions "—Covenants—Limitation on Asset Sales" and "—Covenants—Repurchase of Notes upon a Change of Control," and such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to CyrusOne's repurchase of the notes of such series as are required to be repurchased pursuant to the provisions of the applicable indenture described above under the captions "—Covenants—Limitation on Asset Sales" and "—Covenants—Repurchase of Notes upon a Change of Control" or (B) customary put and call arrangements between joint venture partners with respect to their common equity investments in joint ventures will not, in any such case, be treated as Disqualified Stock solely as a result of the items referred to in this proviso.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means a public or private offering of Equity Interests (other than Disqualified Stock or Designated Preferred Stock) of (1) CyrusOne or (2) Holdings; provided that the net proceeds

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of any such public or private offering by Holdings are contributed by Holdings to the common equity capital of CyrusOne.

        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

        "Excluded Subsidiary" means a non-wholly owned Restricted Subsidiary that is designated as an Excluded Subsidiary by an officer of CyrusOne until such time as such entity ceases to be a Restricted Subsidiary of CyrusOne. The Adjusted Total Assets of any such Excluded Subsidiary as of the date of such designation, when taken together on a combined basis with the Adjusted Total Assets of all other Excluded Subsidiaries as of the date of such designation, shall not exceed an amount equal to 5% of Adjusted Total Assets. No Investment (other than Investments of the type described in clauses (5), (6), (8), (10), (11), (12), (13), (15), (16), (17), (18) or (19) of the definition of "Permitted Investments") may be made in any such Excluded Subsidiary by CyrusOne or a Restricted Subsidiary, if as of the date of such Investment, the Adjusted Total Assets of such Excluded Subsidiary, when taken together on a combined basis with the Adjusted Total Assets of all other Excluded Subsidiaries, would be greater than 5% of Adjusted Total Assets. Notwithstanding the foregoing, an officer of CyrusOne may, at any time, retract the designation of any entity as an Excluded Subsidiary, in which case such entity shall immediately cease to be an Excluded Subsidiary for purposes of the applicable Indenture; provided, however, that if at the time of any such retraction such entity would be a Restricted Subsidiary required to provide a Subsidiary Guarantee pursuant to the covenant described above under "—Limitation on Issuances of Guarantees by Restricted Subsidiary", such Restricted Subsidiary shall be deemed not to be in default under such covenant unless and until such Restricted Subsidiary fails to provide a Subsidiary Guarantee within ten business days of such retraction.

        "Existing Term Loans" means the $550.0 million of term loans outstanding under the Credit Agreement as of the Issue Date.

        "Fair Market Value" means the price that would be paid in an arm's-length transaction under the applicable circumstances, as determined in good faith by the Chief Financial Officer of CyrusOne; provided that if the value of the transaction exceeds $10.0 million, such determination will be made by the Board of Directors of CyrusOne, whose determination will be conclusive if evidenced by a Board Resolution.

        "Fitch" means Fitch Ratings, Inc. and its successors.

        "Foreign Subsidiary" means any Restricted Subsidiary that is not organized under the laws of the United States of America or any State thereof or the District of Columbia, and any direct or indirect Subsidiary of such Foreign Subsidiary.

        "Funds From Operations" means, for any period, the Consolidated Net Income of Holdings, CyrusOne GP, CyrusOne and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus, to the extent deducted in calculating Consolidated Net Income (without duplication):

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        "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including without limitation, as set forth in the Financial Accounting Standards Board's "Accounting Standards Codification." All ratios and computations contained or referred to in the applicable indenture will be computed in conformity with GAAP applied on a consistent basis.

        "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person:

provided, that the term "Guarantee" will not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

        "Guarantors" means Holdings, CyrusOne GP and the Subsidiary Guarantors, collectively.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under an Interest Rate Agreement or Currency Agreement.

        "Immediate Family Members" means with respect to any individual, such individual's child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

        "Incur" means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for the payment of, contingently or otherwise, such Indebtedness, including an "Incurrence" of Acquired Indebtedness; provided that neither the accrual of interest nor the accretion of original issue discount will be considered to be an Incurrence of Indebtedness.

        "Indebtedness" means, with respect to any Person at any date of determination (without duplication):

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if, and to the extent, any of the preceding items (other than items (3), (6), (7) or (8)) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP.

        The amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations of the type described above and, with respect to obligations under any Guarantee, the maximum liability upon the occurrence of the contingency giving rise to the obligation; provided that:

        "Interest Coverage Ratio" means, as of any date, the ratio of (1) the Consolidated EBITDA of Holdings, CyrusOne GP, CyrusOne and its Restricted Subsidiaries for the most recent fiscal quarter for which financial statements are available, to (2) the Consolidated Interest Expense of CyrusOne and its Restricted Subsidiaries for such fiscal quarter.

        "Interest Rate Agreement" means any interest rate swap agreement (whether from fixed to floating or from floating to fixed), interest rate cap agreement or interest rate collar agreement and any other agreement or arrangement designed to manage interest rates or interest rate risk.

        "Investment" in any Person means any direct or indirect advance, loan or other extension of credit (including without limitation by way of Guarantee or similar arrangement, but excluding advances to customers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable on the consolidated balance sheet of CyrusOne and its Restricted Subsidiaries, and residual liabilities with respect to assigned leaseholds incurred in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property (tangible or intangible) to another Person or any payment for property or services solely for the account or use of another Person, or otherwise), or any purchase or acquisition of Equity Interests, bonds, notes, debentures or other similar instruments issued by, such Person and will include:

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provided that the Fair Market Value of the Investment remaining in any Person that has ceased to be a Restricted Subsidiary will be deemed not to exceed the aggregate amount of Investments previously made in such Person valued at the time such Investments were made, less the net reduction of such Investments. For purposes of the definition of "Unrestricted Subsidiary" and the provisions of the applicable indenture described above under the caption "—Covenants—Limitation on Restricted Payments:"

        "Investment Grade" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's, BBB– (or the equivalent) by S&P, BBB– (or the equivalent) by Fitch or an equivalent rating by any other Rating Agency.

        "Land Assets" means real property owned by Holdings, CyrusOne GP, CyrusOne or any of its Restricted Subsidiaries with respect to which the commencement of grading, construction of improvements (other than improvements that are not material and are temporary in nature) and construction of infrastructure has not yet commenced.

        "Leased Rate" means, with respect to any Property at any time, the ratio, expressed as a percentage, of (a) the Net Rentable Area of such Property actually leased by tenants to (b) the aggregate Net Rentable Area of such Property.

        "Leverage Ratio" means, on any date, the ratio of (1) the aggregate amount of Indebtedness of Holdings, CyrusOne GP, CyrusOne and its Restricted Subsidiaries as of such date, determined, on a consolidated basis in accordance with GAAP, to (2) the Consolidated EBITDA of Holdings, CyrusOne GP, CyrusOne and its Restricted Subsidiaries for the most recent fiscal quarter for which financial statements are available, multiplied by four.

        "Lien" means any mortgage, deed of trust, pledge, security interest, encumbrance, lien or charge of any kind (including without limitation, any conditional sale or other title retention agreement or lease in the nature thereof).

        "Moody's" means Moody's Investors Service, Inc. and its successors.

        "Net Cash Proceeds" means with respect to any Asset Sale, the proceeds received by CyrusOne or any Restricted Subsidiary as a result of such Asset Sale in the form of cash or cash equivalents and including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, without duplication, net of: (i) brokerage commissions and other fees and expenses (including fees and expenses of counsel, accountants and investment bankers and title and recording taxes) related to such Asset Sale; (ii) provisions for all taxes actually paid or payable, as reasonably determined by CyrusOne (and taking into account whether any such sale qualifies for non-recognition

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treatment under Section 1031 of the Code), as a result of such Asset Sale by CyrusOne and its Restricted Subsidiaries, taken as a whole, including (without duplication) taxes that would have been payable as a result of such Asset Sale by CyrusOne and its Restricted Subsidiaries if CyrusOne and each Restricted Subsidiary in which CyrusOne owns less than 100% of the interests were taxable as a corporation or as a real estate investment trust, as such term is defined in the Code, for federal, state and local income tax purposes, whichever is greater, and, in each case, without taking into account any deductions, credits or other tax attributes that are not related to such Asset Sale, and at the highest rate that would be applicable to such entity at such time; (iii) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale; (iv) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale; (v) any portion of the purchase price from an Asset Sale placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Sale or otherwise in connection with that Asset Sale; provided, however, that upon the termination of that escrow, Net Cash Proceeds will be increased by any portion of funds in the escrow that are released to CyrusOne or any Restricted Subsidiary, and (vi) amounts reserved by CyrusOne and its Restricted Subsidiaries against any liabilities associated with such Asset Sale, including without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined on a consolidated basis in conformity with GAAP.

        "Net Operating Income" means, for any Property for any period, an amount equal (but not less than zero) to the sum of:

        Net Operating Income will exclude (i) all losses and expenses to the extent covered by third-party insurance which (x) has actually been reimbursed or otherwise paid in the applicable period or (y) CyrusOne reasonably determines will be reimbursed or paid by the applicable insurance carrier and so long as the applicable insurance carrier has been notified in writing of such loss or expense and not denied coverage therefor and, (ii) expenses relating to the relocation of customers as a result of any casualty or condemnation event or temporary shutdown, in whole or in part, of any Property.

        "Net Rentable Area" means, as of any date, with respect to any Property, the net rentable square footage available for lease determined in accordance with the Rent Roll for such Property as of such date, the manner of such determination to be reasonably consistent for all Property of the same type unless otherwise determined to be necessary or appropriate in the good faith judgment of the Chief Financial Officer of CyrusOne.

        "Note Guarantee" means a Guarantee of the notes of any series by the Guarantors.

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        "Offer to Purchase" means an offer by CyrusOne to purchase notes of any series from the holders of such series of notes commenced by sending a notice to the Trustee and each holder stating:

        In addition, if such purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in CyrusOne's discretion, the date of purchase may be delayed until such time (including more than 60 days after the date the notice of purchase was sent) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the date of purchase, or by the date of purchase as so delayed, or such notice may be rescinded at any time in CyrusOne's discretion if in the good faith judgment of CyrusOne any or all of such conditions will not be satisfied.

        On the Payment Date, CyrusOne will:

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        The paying agent will promptly mail or otherwise deliver to the holders of notes of such series so accepted payment in an amount equal to the purchase price, and the Trustee will promptly authenticate and mail or cause to be transferred by book entry to such holders a new note equal in principal amount to any unpurchased portion of any note surrendered; provided that each note purchased and each new note issued will be in a principal amount of $2,000 and any higher integral multiple of $1,000. CyrusOne will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date.

        "Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of CyrusOne, amended and restated as of May 2, 2016, as such agreement may be further amended, restated or replaced from time to time.

        "Payment Date" has the meaning set forth in the definition of "Offer to Purchase."

        "Permitted Holders" means any Person acting in the capacity of an underwriter in connection with a bona fide public or private offering of Holdings' Capital Stock.

        "Permitted Investment" means:

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        "Permitted Joint Venture" means a Person that is not a Subsidiary of CyrusOne or that is an Unrestricted Subsidiary, and that, in each case, is engaged in a business related to that of CyrusOne or any of its Restricted Subsidiaries.

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        "Permitted Non-Recourse Guarantees" means customary indemnities or Guarantees (including by means of separate indemnification agreements or carve-out guarantees) provided in the ordinary course of business by CyrusOne or any of its Restricted Subsidiaries in financing transactions that are directly or indirectly secured by real property or other real property-related assets (including Equity Interests) of a joint venture or Unrestricted Subsidiary and that may be full recourse or non-recourse to the joint venture or Unrestricted Subsidiary that is the borrower in such financing, but is non-recourse to CyrusOne or any Restricted Subsidiary of CyrusOne except for such indemnities and limited contingent guarantees as are consistent with customary industry practice (such as environmental indemnities and recourse triggers based on violation of transfer restrictions).

        "Permitted Tax Payments" means, with respect to any year, any distributions to holders of Equity Interests of CyrusOne, or a Restricted Subsidiary in which CyrusOne owns less than 100% of the equity interests, sufficient to provide Holdings with a distribution equal to the amount of federal, state and local income taxes, as reasonably determined by CyrusOne, that have been actually paid or are payable by Holdings.

        "Person" means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof or other entity.

        "Preferred Stock" means, with respect to any Person, any and all shares, interests, participation or other equivalents (however designated, whether voting or non-voting) that have a preference on liquidation or with respect to distributions over any other class of Capital Stock, including preferred partnership interests, whether general or limited, or such Person's preferred or preference stock, whether outstanding on the Issue Date or issued thereafter, including, without limitation, all series and classes of such preferred or preference stock.

        "Pro Forma" or "Pro Forma Basis" means that the following adjustments have been made:

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        "Pro Forma Cost Savings" means, with respect to any period, the reduction in net costs and expenses that:

        "Property" means any real property or facility (and all fixtures, improvements, appurtenances and related assets thereof and therein) owned by Holdings or any of its Restricted Subsidiaries or in which Holdings or any of its Restricted Subsidiaries holds a leasehold interest.

        "Qualified Receivables Transaction" means any transaction or series of transactions that may be entered into by CyrusOne or any of its Subsidiaries pursuant to which CyrusOne or any of its Subsidiaries may sell, convey or otherwise transfer to:

        "Rating Agencies" means each of Fitch, Moody's and S&P; provided, that if Fitch, Moody's or S&P ceases to rate a series of notes for reasons outside the control of CyrusOne, CyrusOne may select

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a nationally recognized statistical rating agency to substitute for Fitch, Moody's or S&P, as the case may be.

        "Ratings Decline Period" means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control or of the intention by CyrusOne to effect a Change of Control or (b) the occurrence thereof and (ii) ends 60 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the notes of the applicable series, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.

        "Receivables Entity" means a Wholly Owned Subsidiary of CyrusOne (or another Person formed for the purposes of engaging in a Qualified Receivables Transaction with CyrusOne in which CyrusOne or any Subsidiary of CyrusOne makes an Investment and to which CyrusOne or any Subsidiary of CyrusOne transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of CyrusOne and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of CyrusOne (as provided below) as a Receivables Entity and

        Any such designation by the Board of Directors of CyrusOne shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of CyrusOne giving effect to such designation and an officer's certificate signed by the chief financial officer of CyrusOne certifying that such designation complied with the foregoing conditions.

        "Reinstatement Date" has the meaning set forth in "—Suspension of Covenants."

        "Rent Roll" means a report in respect of a Property setting forth its occupancy rates, lease rent and other information in a form reasonably acceptable to the Chief Financial Officer of CyrusOne.

        "Restricted Subsidiary" means any Subsidiary of CyrusOne other than an Unrestricted Subsidiary. For avoidance of doubt, as of the date hereof, Finance Corp. is a Restricted Subsidiary.

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        "Sale and Leaseback Transaction" means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

        "Secured Indebtedness" means the portion of outstanding Indebtedness secured by a Lien upon the properties or other assets of CyrusOne or any of its Restricted Subsidiaries. For the avoidance of doubt, Attributable Debt will be considered to be secured by the asset that is the subject of the Sale and Leaseback Transaction.

        "Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

        "S&P" means Standard & Poor's Ratings Group and its successors.

        "Stabilized Property" means a completed Property which contains improvements that are in operating condition and available for occupancy, with respect to which valid certificates of occupancy have been issued and are in full force and effect, and that has achieved a Leased Rate of at least eighty-five percent (85%) for a period of not less than thirty (30) consecutive days; provided that a Development Property on which all improvements related to the development of such Property have been substantially completed (excluding tenants improvements) for at least twenty-four (24) months or as to which its Capitalized Value exceeds its GAAP book value will constitute a Stabilized Property. For the avoidance of doubt, an individual parcel of Property can be the site of both one or more Stabilized Properties and Development Properties. Once a project becomes a Stabilized Property, it will remain a Stabilized Property as determined in the good faith judgment of the Chief Financial Officer of CyrusOne.

        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by CyrusOne or any Subsidiary of CyrusOne which are customary in an accounts receivable transaction.

        "Stated Maturity" means:

        "Subordinated Indebtedness" of CyrusOne means any Indebtedness of CyrusOne that is expressly subordinated to and junior in right of payment to the notes. "Subordinated Indebtedness" of a Guarantor means any Indebtedness of such Guarantor that is expressly subordinated to and junior in right of payment to the Note Guarantee of such Guarantor.

        "Subsidiary" means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and/or one or more other Subsidiaries of such Person and the accounts of which would be consolidated with those of such Person in its consolidated financial statements in accordance with GAAP, if such statements were prepared as of such date.

        "Subsidiary Guarantee" means a Note Guarantee by each Subsidiary Guarantor for payment of the notes of the applicable series by such Subsidiary Guarantor. As of the Issue Date, "Subsidiary Guarantor" means each of the Subsidiary Guarantors identified in the following sentence and thereafter any other Restricted Subsidiary of CyrusOne that executes a Subsidiary Guaranty in compliance with the provisions described above under the caption "—Covenants—Limitation on Issuances of Guarantees by Restricted Subsidiaries," but in each case excluding any Persons whose Note Guarantees have been released pursuant to the terms of the applicable indenture. The current

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Subsidiary Guarantors are: CyrusOne Foreign Holdings LLC, CyrusOne LLC, CyrusOne TRS Inc., Cervalis Holdings LLC, Cervalis LLC, CyrusOne-NJ LLC and CyrusOne-NC LLC.

        "Subsidiary Indebtedness" means all unsecured Indebtedness of any Restricted Subsidiary that is not a Guarantor.

        "Temporary Cash Investment" means any of the following:

        "Total Assets" means, as of any date, the sum (without duplication) of:

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        "Total Unencumbered Assets" means, as of any date, the Adjusted Total Assets of Holdings, CyrusOne GP, CyrusOne and its Restricted Subsidiaries as of such date, less the value of any such assets pledged as of such date as collateral to secure any obligations with respect to Secured Indebtedness; provided, however, that to the extent Total Unencumbered Assets attributable to Restricted Subsidiaries that are not Guarantors would exceed 10% of Adjusted Total Assets, such excess shall be excluded; provided, further, that all investments by CyrusOne and its Restricted Subsidiaries in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities will be excluded from Total Unencumbered Assets to the extent that such investments would have otherwise been included.

        "Transaction Date" means, with respect to the Incurrence of any Indebtedness by CyrusOne or any of its Restricted Subsidiaries, the date such Indebtedness is to be Incurred, with respect to any Restricted Payment, the date such Restricted Payment is to be made, and with respect to any transaction described above under the caption "—Consolidation, Merger and Sale of Assets," the day on which such transaction is to be consummated.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 15, 2020 (for the 2024 notes) and March 15, 2022 (for the 2027 notes); provided that if the period from the redemption date to such date is not equal to the constant maturity of a United States Treasury security for which a yield is given, the Treasury yield will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of the nearest United States Treasury securities for which such yields are given, except that if the period from the redemption date to such date is less than one year, the weekly average yield on actually traded United States securities adjusted to a constant maturity of one year will be used.

        "Unrestricted Subsidiary" means

        The Board of Directors of CyrusOne may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of CyrusOne) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, CyrusOne or any of its Restricted Subsidiaries (other than Capital Stock of any Subsidiaries of such Subsidiary); provided that:

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        The Board of Directors of CyrusOne may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

        Any such designation by the Board of Directors of CyrusOne will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

        "Unsecured Indebtedness" means, as of any date, that portion of outstanding Indebtedness of CyrusOne and the Subsidiary Guarantors that is not Secured Indebtedness.

        "U.S. Dollar Equivalent" means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the "Exchange Rates" column under the heading "Currency Trading" on the date two business days prior to such determination. Except as described under "—Covenants—Limitation on Indebtedness," whenever it is necessary to determine whether CyrusOne has complied with any covenant in the applicable indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

        "Voting Stock" means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

        "Wholly Owned Subsidiary" means a Restricted Subsidiary of CyrusOne all the Capital Stock of which (other than directors' qualifying shares) is owned by CyrusOne or another Wholly Owned Subsidiary.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        In connection with the issuance and sale of the Original Notes on March 17, 2017, we entered into registration rights agreements with the initial purchasers for the benefit of the holders of the Original Notes. Under the registration rights agreements, we agreed, among other things, to use our commercially reasonable efforts to file and to have declared effective an exchange offer registration statement under the Securities Act and to consummate an exchange offer. We are conducting this Exchange Offer to satisfy these obligations under the registration rights agreements.

        We are making the Exchange Offer in reliance on the position of the SEC as set forth in certain no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations by the SEC, we believe that a holder of Original Notes who exchanges such Original Notes for Exchange Notes in the Exchange Offer, generally may offer the Exchange Notes for resale, sell the Exchange Notes and otherwise transfer the Exchange Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is our "affiliate" within the meaning of Rule 405 of the Securities Act. We also believe that a holder may offer, sell or transfer the Exchange Notes only if the holder acknowledges that the holder is acquiring the Exchange Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes. We have not entered into any arrangement or understanding with any person who will receive Exchange Notes in the Exchange Offer to distribute such Exchange Notes following completion of the Exchange Offer, and, to the best of our information and belief, we are not aware of any person that will participate in the Exchange Offer with a view to distribute the Exchange Notes.

        Any broker-dealer who holds Original Notes acquired for its own account as a result of market- making activities or other trading activities and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offer may be a statutory underwriter, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of Exchange Notes and must acknowledge such delivery requirement. See "Plan of Distribution."

        Except as described above, this prospectus may not be used for an offer to resell, resale or other transfer of Exchange Notes.

        The Exchange Offer is not being made to, nor will we accept tenders for exchange from, holders of Original Notes in any jurisdiction in which the Exchange Offer or the acceptance of tenders would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions of the Exchange Offer, we will accept any and all Original Notes validly tendered prior to 5:00 p.m., New York time, on the Expiration Date (as defined below) for the Exchange Offer. Promptly after the Expiration Date (unless extended as described in this prospectus), we will issue an aggregate principal amount of (i) up to $500,000,000 of Exchange 2024 Notes and guarantees thereof for a like aggregate principal amount of Original 2024 Notes and guarantees thereof and (ii) up to $300,000,000 of Exchange 2027 Notes and guarantees thereof for a like aggregate principal amount of Original 2027 Notes and guarantees thereof, in each case tendered and accepted in connection with the Exchange Offer. The Exchange Notes issued in connection with the Exchange Offer will be delivered promptly after the Expiration Date. Holders may tender some or all of their Original Notes in connection with the Exchange Offer, but only in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof. The terms of the

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Exchange Notes will be identical in all material respects to the terms of the Original Notes except that the Exchange Notes:

        The Exchange Notes will evidence the same debt as the Original Notes exchanged for the Exchange Notes and will be entitled to the benefits of the same indenture pursuant to which the applicable Original Notes were issued, which is governed by New York law, including any guarantees thereof. For a complete description of the terms of the Exchange Notes and the guarantees thereof, see "Description of the Notes." We will not receive any cash proceeds from the Exchange Offer.

        As of the date of this prospectus, $500.0 million aggregate principal amount of Original 2024 Notes is outstanding and $300.0 million aggregate principal amount of Original 2027 Notes is outstanding. Only registered holders of the Original Notes, or their legal representatives and attorneys-in-fact, as reflected in the records of the trustee under the applicable indenture, may participate in this offer. We will not set a fixed record date for determining registered holders of the Original Notes entitled to participate in this offer. This prospectus, together with the letter of transmittal, is being sent to all registered holders of Original Notes and to others believed to have beneficial interests in the Original Notes.

        In connection with the issuance of the Original Notes, we arranged for the Original Notes purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. Except as described under "Book-Entry, Delivery and Form", Exchange Notes will be issued in the form of a global note registered in the name of DTC or its nominee and each beneficial owner's interest in it will be transferable in book-entry form through DTC. See "Book-Entry, Delivery and Form".

        Holders of Original Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offer. If you do not tender your Original Notes or if you tender Original Notes that are not accepted for exchange, your Original Notes will remain outstanding and continue to accrue interest but will not retain any rights under the applicable registration rights agreement. Existing transfer restrictions would continue to apply to Original Notes that remain outstanding. See "—Consequences of Failure to Properly Tender Original Notes in the Exchange Offer" and "Risk Factors—Risk Factors Relating to the Notes and the Exchange Offer—Any Original Notes that are not exchanged will continue to be restricted securities and may become less liquid" for more information regarding Original Notes outstanding after this offer.

        We shall be considered to have accepted validly tendered Original Notes if and when we have given oral (to be followed by prompt written notice) or written notice to the Exchange Agent (as defined below). The Exchange Agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us.

        If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the Original Notes, without expense, to the tendering holder promptly after the Expiration Date for the Exchange Offer.

        Holders who tender Original Notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of Original Notes in

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connection with the Exchange Offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the Exchange Offer. See "—Fees and Expenses".

Expiration Date; Extensions; Amendments

        Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any and all Original Notes validly tendered on or before the Expiration Date and not withdrawn as permitted below. As used in this section of the prospectus entitled, "The Exchange Offer," the term "Expiration Date" means 5:00 p.m., New York City time, on                        , 2017. If, however, we, in our sole discretion, extend the period of time for which this offer is open, the term "Expiration Date" means the latest time and date to which this offer is so extended. Original Notes tended in this offer must be in denominations of an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof.

        We reserve the right, in our sole discretion:

        If we amend the Exchange Offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the Exchange Offer for a period of five to ten business days.

        If we determine to extend, amend or terminate the Exchange Offer, we will publicly announce this determination by making a timely release through an appropriate news agency.

        If we delay accepting any Original Notes or terminate the Exchange Offer, we promptly will pay the consideration offered, or return any Original Notes deposited, pursuant to the Exchange Offer as required by Rule 14e-1(c).

Interest on the Exchange Notes

        Interest on (i) the Exchange 2024 Notes will accrue at a rate of 5.000% per year and (ii) the Exchange 2027 Notes will accrue at a rate of 5.375% per year, in each case from the most recent date to which interest on the Original Notes has been paid or, if no interest has been paid on such Original Notes, from March 17, 2017. Interest on the Notes is payable semiannually in cash in arrears on March 15 and September 15 commencing September 15, 2017.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the Exchange Offer, or any extension of the Exchange Offer, we will not be required to accept for exchange, or to exchange any Exchange Notes for, any Original Notes and we may terminate the Exchange Offer or, at our option, modify, extend or otherwise amend the Exchange Offer as provided in this prospectus before the acceptance of the Original Notes, if prior to the Expiration Date:

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        The foregoing conditions are for our sole benefit and may be waived by us, in whole or in part, in our absolute discretion. Any determination made by us concerning an event, development or circumstance described or referred to above will be conclusive and binding.

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        If any of the foregoing conditions are not satisfied, we may, at any time on or prior to the Expiration Date:

        In addition, subject to applicable law, we may in our absolute discretion terminate the Exchange Offer for any other reason.

Effect of Tender

        Any tender by a holder, and our subsequent acceptance of that tender, of Original Notes will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the Exchange Offer described in this prospectus and in the letter of transmittal. The participation in the Exchange Offer by a tendering holder of Original Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Original Notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.

Absence of Dissenters' Rights

        Holders of the Original Notes do not have any appraisal or dissenters' rights in connection with the Exchange Offer.

Procedures For Tendering

        If you wish to participate in the Exchange Offer and your Original Notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your Original Notes on your behalf pursuant to the procedures of that custodial entity. Please ensure you contact your custodial entity as soon as possible to give them sufficient time to meet your requested deadline.

        To participate in the Exchange Offer, you must either:

        The Exchange Agent and DTC have confirmed that the Exchange Offer is eligible for ATOP with respect to book-entry notes held through DTC. The letter of transmittal, or a facsimile thereof, with any required signature guarantees, or, in the case of book-entry transfer, an agent's message in lieu of the letter of transmittal, and any other required documents, must be transmitted to and received by the Exchange Agent on or prior to the Expiration Date at its address set forth below under the caption "Exchange Agent". Original Notes will not be deemed to have been tendered until the letter of

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transmittal and signature guarantees, if any, or agent's message, is received by the Exchange Agent. We have not provided guaranteed delivery procedures in conjunction with the Exchange Offer or under this prospectus.

        The method of delivery of Original Notes, the letter of transmittal and all other required documents to the Exchange Agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the Exchange Agent on or prior to the Expiration Date. Do not send the letter of transmittal or any Original Notes to anyone other than the Exchange Agent.

        If you are tendering your Original Notes in exchange for Exchange Notes and anticipate delivering your letter of transmittal and other documents other than through DTC, we urge you to contact promptly a bank, broker or other intermediary that has the capability to hold notes custodially through DTC to arrange for receipt of any Original Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant with account information in the letter of transmittal.

        If you are a beneficial owner which holds Original Notes through Euroclear (as defined below) or Clearstream (as defined below) and wish to tender your Original Notes, you must instruct Euroclear or Clearstream, as the case may be, to block the account in respect of the tendered Original Notes in accordance with the procedures established by Euroclear or Clearstream. You are encouraged to contact Euroclear and Clearstream directly to ascertain their procedure for tendering Original Notes.

Book-Entry Delivery Procedures for Tendering Original Notes Held with DTC

        If you wish to tender Original Notes held on your behalf by a nominee with DTC, you must:

        Any financial institution that is a nominee in DTC, including Euroclear and Clearstream, must tender Original Notes by effecting a book-entry transfer of Original Notes to be tendered in the Exchange Offer into the account of the Exchange Agent at DTC by electronically transmitting its acceptance of the Exchange Offer through the ATOP procedures for transfer. DTC will then verify the acceptance, execute a book-entry delivery to the Exchange Agent's account at DTC and send an agent's message to the Exchange Agent. An "agent's message" is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book- entry confirmation, which states that DTC has received an express acknowledgement from an organization that participates in DTC (a "participant"), tendering Original Notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the agreement against the participant. A letter of transmittal need not accompany tenders effected through ATOP.

Proper Execution and Delivery of the Letter of Transmittal

        Signatures on a letter of transmittal or notice of withdrawal described under "—Withdrawal of Tenders", as the case may be, must be guaranteed by an eligible guarantor institution unless the Original Notes tendered pursuant to the letter of transmittal are tendered for the account of an eligible guarantor institution. An "eligible guarantor institution" is one of the following firms or other entities identified in Rule 17Ad-15 under the Exchange Act (as the terms are used in Rule 17Ad-15):

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        If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, that guarantee must be made by an eligible institution.

        If the letter of transmittal is signed by the holders of Original Notes tendered thereby, the signatures must correspond with the names as written on the face of the Original Notes without any change whatsoever. If any of the Original Notes tendered thereby are held by two or more holders, each holder must sign the letter of transmittal. If any of the Original Notes tendered thereby are registered in different names on different Original Notes, it will be necessary to complete, sign and submit as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates.

        If Original Notes that are not tendered for exchange pursuant to the Exchange Offer are to be returned to a person other than the tendering holder, certificates for those Original Notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the holder of any Original Notes listed in the letter of transmittal, those Original Notes must be properly endorsed or accompanied by a properly completed bond power, signed by the holder exactly as the holder's name appears on those Original Notes. If the letter of transmittal or any Original Notes, bond powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

        No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal, or facsimile thereof, the tendering holders of Original Notes waive any right to receive any notice of the acceptance for exchange of their Original Notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payments and/or substitute certificates evidencing Original Notes for amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If those instructions are not given, Original Notes not tendered or exchanged will be returned to the tendering holder.

        All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Original Notes will be determined by us in our absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tendered Original Notes determined by us not to be in proper form or not to be tendered properly or any tendered Original Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive, in our absolute discretion, any defects, irregularities or conditions of tender as to particular Original Notes, whether or not waived in the case of other Original Notes. Our interpretation of the terms and conditions of the Exchange Offer, including the terms and instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Original

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Notes, neither we, the Exchange Agent nor any other person will be under any duty to give that notification or shall incur any liability for failure to give that notification. Tenders of Original Notes will not be deemed to have been made until any defects or irregularities therein have been cured or waived.

        Any holder whose Original Notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee of the Original Notes. Holders may contact the Exchange Agent for assistance with these matters.

        In addition, we reserve the right, as set forth above under the caption "—Conditions to the Exchange Offer", to terminate the Exchange Offer. By tendering, each holder represents and acknowledges to us, among other things, that:

Withdrawal of Tenders

        Tenders of Original Notes in the Exchange Offer may be validly withdrawn at any time prior to the Expiration Date.

        For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent prior to the Expiration Date at its address set forth below under the caption "Exchange Agent". The withdrawal notice must:

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        The signature on any notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the Original Notes have been tendered for the account of an eligible guarantor institution.

        Withdrawal of tenders of Original Notes may not be rescinded, and any Original Notes validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Exchange Offer. Validly withdrawn Original Notes may, however, be re-tendered by again following one of the procedures described in "—Procedures for Tendering" on or prior to the Expiration Date.

Exchange Agent

        We have appointed Wells Fargo Bank, N.A. as exchange agent in connection with this offer (the "Exchange Agent"). In such capacity, the Exchange Agent has no fiduciary duties to the holders of the Notes and will be acting solely on the basis of our directions. Holders should direct questions, requests for assistance and for additional copies of this prospectus or the letter of transmittal to the Exchange Agent addressed as follows:

Wells Fargo Bank, N.A.
Attn: Corporate Trust Operations
600 S. 4th Street
MAC: N9300-070
Minneapolis, Minnesota 55415
(800) 344-5128

Fees and Expenses

        We will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offer. We will pay certain other expenses to be incurred in connection with the Exchange Offer, including the fees and expenses of the Exchange Agent and certain accountant and legal fees.

        Holders who tender their Original Notes for exchange will not be obligated to pay transfer taxes. If, however:

then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

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Accounting Treatment

        The Exchange Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of this offer. The expenses of this offer that we pay will increase our deferred financing costs in accordance with generally accepted accounting principles.

Consequences of Failure to Properly Tender Original Notes in the Exchange Offer

        Issuance of the Exchange Notes in exchange for the Original Notes under this offer will be made only after timely receipt by the Exchange Agent of a properly completed and duly executed letter of transmittal (or an agent's message from DTC) and the certificate(s) representing such Original Notes (or confirmation of book-entry transfer), and all other required documents. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for Exchange Notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange or waive any such defects or irregularities. Original Notes that are not tendered or that are tendered but not accepted by us will, following completion of this offer, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of this offer, certain registration rights under the registration rights agreements will terminate.

        In the event this offer is completed, we generally will not be required to register the remaining Original Notes, subject to limited exceptions. Remaining Original Notes will continue to be subject to the following restrictions on transfer:

        We do not currently anticipate that we will register the remaining Original Notes under the Securities Act. To the extent that Original Notes are tendered and accepted in connection with this offer, any trading market for remaining Original Notes could be adversely affected. See "Risk Factors—Risk Factors Relating to the Notes and the Exchange Offer—Any Original Notes that are not exchanged will continue to be restricted securities and may become less liquid."

        Neither we nor our board of directors make any recommendation to holders of Original Notes as to whether to tender or refrain from tendering all or any portion of their Original Notes pursuant to this offer. Moreover, no one has been authorized to make any such recommendation. Holders of Original Notes must make their own decision whether to tender pursuant to this offer and, if so, the aggregate amount of Original Notes to tender, after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

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BOOK-ENTRY, DELIVERY AND FORM

The Global Notes

        Initially, the Exchange Notes will be represented by one or more registered notes in global form, without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited on the issue date with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain with the trustee as custodian for DTC.

        Except as set forth below, the Global Notes may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form ("Certificated Notes") except in the limited circumstances described below.

        All interests in the Global Notes, including those held through Euroclear Bank S.A., as operator of the Euroclear System ("Euroclear") or Clearstream Banking, S.A. ("Clearstream"), may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

Certain Book-Entry Procedures for the Global Notes

        The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

        DTC has advised us that it is:

        DTC was created to hold securities for its participants (collectively, the "Participants") and facilitates the clearance and settlement of securities transactions between Participants through electronic book-entry changes to the accounts of its Participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC's Participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the "Indirect Participants") that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Investors who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or Indirect Participants.

        We expect that pursuant to procedures established by DTC (1) upon deposit of each Global Note, DTC will credit the accounts of Participants with an interest in the Global Note and (2) ownership of the Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of Participants) and the records of Participants and the Indirect Participants (with respect to the interests of persons other than Participants).

        The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the Notes

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represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through Participants, the ability of a person having an interest in Notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC's system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

        So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the Global Notes for all purposes under the applicable indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Notes, and will not be considered the owners or holders thereof under the applicable indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the respective trustees thereunder. Accordingly, each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and, if such holder is not a Participant or an Indirect Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights of a holder of Notes under the applicable indenture or such Global Note. We understand that under existing industry practice, in the event that we request any action of holders of Notes, or a holder that is an owner of a beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the Participants to take such action and the Participants would authorize holders owning through such Participants to take such action or would otherwise act upon the instruction of such holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such Notes.

        Payments with respect to the principal of, and premium, if any, and interest on, any Notes represented by a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the Global Note representing such Notes under the applicable indenture. Under the terms of the indentures, we and the trustee may treat the persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, if any, and interest). Payments by the Participants and the Indirect Participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of the Participants or the Indirect Participants and DTC.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparts in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment in accordance with normal

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procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in the Global Notes by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Notes

        A Global Note is exchangeable for Certificated Notes if:

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the applicable indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

        Neither we nor the trustee shall be liable for any delay by DTC or any Participant or Indirect Participant in identifying the beneficial owners of the related Notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Exchange Notes to be issued).

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion summarizes the material U.S. federal income tax considerations relevant to the exchange of Original Notes for Exchange Notes pursuant to the Exchange Offer and the purchase, ownership and disposition of Notes. This summary only applies to investors that will hold their Notes as "capital assets" under the Code.

        This summary is based upon current U.S. federal income tax law, which is subject to change or differing interpretations, possibly with retroactive effect. This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, expatriates, broker-dealers, REITs, regulated investment companies, traders in securities who elect a mark-to-market method of accounting, tax-exempt organizations, persons that will hold the Notes as a part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, entities treated as partnerships for U.S. federal income tax purposes or investors therein, persons subject to alternative minimum tax or U.S. Holders (as defined below) that have a "functional currency" other than the U.S. dollar), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any U.S. federal tax laws other than U.S. federal income tax laws (such as estate or gift tax laws or the Medicare tax on certain investment income) or any foreign, state or local tax considerations. We are not planning to seek a ruling from the IRS regarding the U.S. federal income tax consequences of the purchase, ownership or disposition of the Notes. Accordingly, there can be no assurance that the IRS will not successfully challenge one or more of the conclusions stated herein. Each holder of Original Notes considering this Exchange Offer should consult its own tax advisor regarding the tax consequences of the Exchange Offer to it, including those under state, foreign and other tax laws and other federal income tax consequences of the purchase, ownership or disposition of the Notes.

        For purposes of this summary, a "U.S. Holder" is a beneficial owner of a Note that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia, (3) an estate, the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust, if (a) a U.S. court can exercise primary supervision over the administration of the trust and one or more "United States persons" within the meaning of the Code control all substantial trust decisions or (b) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person. A beneficial owner of a Note that for U.S. federal income tax purposes is an individual, corporation, estate or trust that is not a U.S. Holder is referred to herein as a "Non-U.S. Holder."

        If an entity treated as a partnership for U.S. federal income tax purposes is a beneficial owner of Notes, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A partnership holding Notes, and partners in such a partnership, are urged to consult their tax advisors.

Exchange of the Original Notes for Exchange Notes

        An exchange of Original Notes for Exchange Notes pursuant to the Exchange Offer will not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. Accordingly, there will be no U.S. federal income tax consequences to holders who exchange their Original Notes for Exchange Notes in connection with the Exchange Offer and any such holder will have the same adjusted tax basis and holding period in the Exchange Notes as it had in the Original Notes immediately before the exchange.

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U.S. Holders

        Stated Interest.    Interest on a Note will generally be taxable to a U.S. Holder as ordinary interest income at the time it is paid or accrued, in accordance with the U.S. Holder's regular method of tax accounting for U.S. federal income tax purposes.

        Market Discount.    If a U.S. Holder acquires a Note at a cost that is less than its stated redemption price at maturity (i.e., its stated principal amount), the amount of such difference is treated as "market discount" for U.S. federal income tax purposes, unless such difference is less than .0025 multiplied by the stated redemption price at maturity multiplied by the number of complete years to maturity (from the date of acquisition).

        Under the market discount rules of the Code, a U.S. Holder is required to treat any partial payment of principal on a Note, and any gain on the sale, exchange, retirement or other disposition of a Note, as ordinary income to the extent of the accrued market discount that has not previously been included in income. If a U.S. Holder disposes of a Note with market discount in certain otherwise nontaxable transactions, such holder must include accrued market discount as ordinary income as if the holder had sold the Note at its then fair market value.

        In general, the amount of market discount that has accrued is determined on a ratable basis. A U.S. Holder may, however, elect to determine the amount of accrued market discount on a constant yield to maturity basis. This election is made on a note-by-note basis and is irrevocable.

        With respect to Notes with market discount, a U.S. Holder may not be allowed to deduct immediately a portion of the interest expense on any indebtedness incurred or continued to purchase or to carry the Notes. A U.S. Holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. This election will apply to all debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and is irrevocable without the consent of the IRS. A U.S. Holder's tax basis in a Note will be increased by the amount of market discount included in the holder's income under the election.

        Amortizable Bond Premium.    If a U.S. Holder purchases a Note for an amount in excess of the stated redemption price at maturity, the holder will be considered to have purchased the Note with "amortizable bond premium" equal in amount to the excess. Generally, a U.S. Holder may elect to amortize the premium as an offset to interest income otherwise required to be included in income in respect of the Note during the taxable year, using a constant yield method similar to that described above, over the remaining term of the Note. Under Treasury Regulations, the amount of amortizable bond premium that a U.S. Holder may deduct in any accrual period is limited to the amount by which the holder's total interest inclusions on the Note in prior accrual periods exceed the total amount treated by the holder as a bond premium deduction in prior accrual periods. If any of the excess bond premium is not deductible, that amount is carried forward to the next accrual period. A U.S. Holder who elects to amortize bond premium must reduce the holder's tax basis in the Note by the amount of the premium used to offset interest income as set forth above. An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the U.S. Holder and may be revoked only with the consent of the IRS.

        Election of Constant Yield Method.    U.S. Holders may elect to include in gross income all interest that accrues on a Note, including any stated interest, market discount, de minimis market discount and unstated interest, as adjusted by amortizable bond premium, by using a constant yield prescribed in the Code and applicable Treasury Regulations. This election for a Note with amortizable bond premium will result in a deemed election to amortize bond premium for all taxable debt obligations held or subsequently acquired by the U.S. Holder on or after the first day of the first taxable year to which the election applies and may be revoked only with the consent of the IRS. Similarly, this election for a

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Note with market discount will result in a deemed election to accrue market discount in income currently for the Note and for all other debt instruments acquired by the U.S. Holder with market discount on or after the first day of the taxable year to which the election first applies, and may be revoked only with the consent of the IRS. A U.S. Holder's tax basis in a Note will be increased by each accrual of income under the constant yield election described in this paragraph.

        Sale, Exchange, Retirement, Redemption or Other Taxable Disposition of the Notes.    Upon a sale, exchange, retirement, redemption or other taxable disposition of Notes, a U.S. Holder generally will recognize gain or loss in an amount equal to the difference, if any, between the amount realized on the disposition and the U.S. Holder's adjusted tax basis in such Notes. The amount realized will include the amount of any cash and the fair market value of any property received for the Notes (other than any amount attributable to accrued but unpaid interest, which will be taxable as ordinary income (as described above under "—Stated Interest") to the extent not previously included in income). A U.S. Holder's adjusted tax basis in a Note generally will be equal to the cost of the Note to such U.S. Holder, increased by the amount of any market discount previously included in gross income and reduced by the amount of any amortizable bond premium applied to reduce, or allowed as a deduction against, interest on a Note. Any such gain or loss generally will be capital gain or loss (except with respect to accrued market discount not previously included in income, which will be taxable as ordinary income), and will be long-term capital gain or loss if the U.S. Holder's holding period for the Note is more than one year at the time of disposition. For non-corporate U.S. Holders, long-term capital gain generally will be subject to reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Non-U.S. Holders

        Interest.    Subject to the discussion below concerning backup withholding and FATCA, all payments of interest on the Notes made to a Non-U.S. Holder will be exempt from U.S. federal income and withholding tax; provided that: (1) such Non-U.S. Holder does not own, actually or constructively, 10% or more of the capital or profits interest in us, (2) such Non-U.S. Holder is not a controlled foreign corporation with respect to which we are a "related person" (within the meaning of Section 864(d)(4) of the Code), (3) the beneficial owner of the Notes certifies, under penalties of perjury, to us or our paying agent on IRS Form W-8BEN or W-8BEN-E (or appropriate substitute form) that it is not a U.S. person and provides certain other information or satisfies certain other certification requirements and (4) such payments are not effectively connected with such Non-U.S. Holder's conduct of a trade or business in the United States.

        If a Non-U.S. Holder cannot satisfy the requirements described above, payments of interest will be subject to a 30% U.S. federal withholding tax, unless such Non-U.S. Holder provides us with a properly executed (1) IRS Form W-8BEN or W-8BEN-E (or appropriate substitute form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty or (2) IRS Form W-8ECI (or appropriate substitute form) stating that interest paid or accrued on the Notes is not subject to withholding tax because it is effectively connected with the conduct of a trade or business in the United States and is includible in such Non-U.S. Holder's gross income.

        Sale, Exchange, Retirement, Redemption or Other Taxable Disposition of the Notes.    Subject to the discussion below concerning backup withholding and FATCA and except with respect to accrued but unpaid interest, which generally will be taxable as interest and may be subject to the rules described above under "—Non-U.S. Holders—Interest," a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on the receipt of payments of principal on a Note, or on any gain recognized upon the sale, exchange, retirement, redemption or other taxable disposition of a Note, unless in the case of gain (1) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States, in which case such gain will be taxed as described below under "—Non-U.S. Holders—Income Effectively Connected with a U.S. Trade or

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Business," or (2) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition, and certain other conditions are met, in which case such Non-U.S. Holder will be subject to tax at 30% (or, if applicable, a lower treaty rate) on the gain derived from such disposition, which may be offset by U.S. source capital losses.

        Income Effectively Connected with a U.S. Trade or Business.    If a Non-U.S. Holder of Notes is engaged in a trade or business in the United States, and if interest on the Notes or gain realized on the sale, exchange, retirement, redemption or other taxable disposition of the Notes is effectively connected with the conduct of such trade or business, the Non-U.S. Holder generally will be subject to regular U.S. federal income tax on such income or gain in the same manner as if the Non-U.S. Holder were a U.S. Holder. If the Non-U.S. Holder is eligible for the benefits of an income tax treaty between the United States and the Non-U.S. Holder's country of residence, any "effectively connected" income or gain generally will be subject to U.S. federal income tax only if it is also attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States. In addition, if such a Non-U.S. Holder is a foreign corporation, such holder may also be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable income tax treaty) of its effectively connected earnings and profits, subject to certain adjustments. Payments of interest that are effectively connected with a U.S. trade or business will not be subject to the 30% U.S. federal withholding tax provided that the Non-U.S. Holder claims exemption from withholding. To claim exemption from withholding, the Non-U.S. Holder must certify its qualification, which generally can be done by providing a properly executed IRS Form W-8ECI (or other applicable form).

Information Reporting and Backup Withholding

        U.S. Holders.    Payments of interest on, or the proceeds of the sale, exchange, retirement, redemption or other taxable disposition of, a Note are generally subject to information reporting unless the U.S. Holder is an exempt recipient (such as a corporation). Such payments may also be subject to U.S. federal backup withholding at a 28% rate, if the recipient of such payment fails to supply a taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise fails to establish an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against that U.S. Holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

        Non-U.S. Holders.    A Non-U.S. Holder may be required to comply with certain certification procedures to establish that the holder is not a United States person in order to avoid backup withholding at a 28% rate, with respect to payments of interest on, or the proceeds of the sale, exchange, retirement, redemption or other disposition of, a Note. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against that Non-U.S. Holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS. In certain circumstances, the name and address of the beneficial owner and the amount of interest paid on a Note, as well as the amount, if any, withheld, may be reported to the IRS. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides.

FATCA

        Pursuant to Sections 1471 through 1474 of the Code ("FATCA"), withholding at a rate of 30% may be required on payments of interest on, and, beginning on January 1, 2019, gross proceeds from the sale, exchange, retirement, redemption or other taxable disposition of, a Note paid to non-U.S. financial institutions and certain other non-U.S. entities, unless they satisfy certain reporting requirements. Holders of Notes are urged to consult their tax advisors regarding to the possible implications of FATCA on their investment in Notes.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Notes in exchange for Original Notes acquired for its own account as a result of market-making or other trading activities pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of such Exchange Notes. We have agreed that, during the period described in Section 4(a)(3) of the Securities Act and Rule 174 thereunder that is applicable to transactions by brokers or dealers with respect to Exchange Notes (the "Applicable Period"), we will use our commercially reasonable efforts to make this prospectus, as amended and supplemented, available to broker-dealers for use in connection with resales of Exchange Notes.

        We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to this offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to this offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit of any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        This Exchange Offer is being made by the Issuers based upon the Issuers' understanding of interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act; provided that: (i) such holder is not an "affiliate", as defined in Rule 405 under the Securities Act, of the Issuers; (ii) such Exchange Notes are acquired in the ordinary course of such holder's business; and (iii) such holder is not engaged in, does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in a distribution, as defined in the Securities Act, of the Exchange Notes.

        However, the Issuers have not sought their own no-action letter and therefore the staff of the SEC has not considered this Exchange Offer in the context of a no-action letter. There can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If a holder of Original Notes is an affiliate of the Issuers, acquires the Exchange Notes other than in the ordinary course of such holder's business or is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder could not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and must be identified as an underwriter in the prospectus.

        During the Applicable Period, we will send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to this offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including broker-dealers selling Exchange Notes during the Applicable Period) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

        The validity of the Exchange Notes will be passed upon for us by Cravath, Swaine & Moore, LLP. Venable LLP will issue an opinion to us regarding certain matters of Maryland law.


EXPERTS

        The consolidated financial statements and financial statement schedules of CyrusOne Inc. and subsidiaries (the "Company"), incorporated by reference in this Prospectus from the Company's Annual Report on Form 10-K for the year ended December 31, 2016, and the effectiveness of the Company's internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements and financial statement schedules have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The financial statements of 800 Cottontail, LLC as of December 31, 2016 and for the year then ended incorporated in this Prospectus by reference from the Company's Current Report on Form 8-K/A filed with the SEC on May 9, 2017 have been audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their report incorporated herein by reference.

        The financial statements of Sentinel NC-1, LLC as of December 31, 2016 and for the year then ended incorporated in this Prospectus by reference from the Company's Current Report on Form 8-K/A filed with the SEC on May 9, 2017 have been audited by EisnerAmper LLP, an independent registered public accounting firm, as stated in their report incorporated herein by reference.

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        Until                        , 2017, all dealers that effect transactions in these securities, whether or not participating in this offer, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotment or subscriptions.

LOGO

CyrusOne LP
CyrusOne Finance Corp.

OFFER TO EXCHANGE

Up to $500,000,000 Principal Amount of
5.000% Senior Notes due 2024
for
a Like Principal Amount of
5.000% Senior Notes due 2024
which have been registered under the Securities Act of 1933

Up to $300,000,000 Principal Amount of
5.375% Senior Notes due 2027
for
a Like Principal Amount of
5.375% Senior Notes due 2027
which have been registered under the Securities Act of 1933



PROSPECTUS



                        , 2017


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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification and Limitation of Directors' and Officers' Liability

        Set forth below is a description of certain provisions of the organizational documents for each registrant, as applicable, and a description of the applicable state law for each registrant, respectively.

Maryland Registrants:

Maryland Law

        The following applies to CyrusOne, CyrusOne Finance Corp. ("FinCo"), CyrusOne LP and CyrusOne GP.

        Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty that is established by a final judgment and that is material to the cause of action. The charters of CyrusOne and FinCo each contain a provision that eliminates the liability of its respective directors and officers to the maximum extent permitted by Maryland law.

        The Maryland General Corporation Law (the "MGCL") requires a corporation (unless its charter provides otherwise, which the charters of CyrusOne and FinCo do not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that:

        Under the MGCL, a Maryland corporation may not indemnify a director or officer in a suit by or in the right of the corporation in which the director or officer was adjudged liable to the corporation or in a proceeding in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

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        In addition, the MGCL permits a Maryland corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of:

        CyrusOne's charter authorizes it to obligate CyrusOne, and CyrusOne's bylaws obligate it, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

        CyrusOne's charter and bylaws also permit it to indemnify and advance expenses to any person who served a predecessor of CyrusOne in any of the capacities described above and to any employee or agent of CyrusOne or a predecessor of CyrusOne.

        CyrusOne has entered into indemnification agreements with each of its directors and executive officers that provide for indemnification to the maximum extent permitted by Maryland law.

        FinCo's charter and bylaws obligate FinCo, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

        FinCo's charter and bylaws also permit it to indemnify and advance expenses to any person who served a predecessor of FinCo in any of the capacities described above and to any employee or agent of FinCo or a predecessor of FinCo.

        In addition, the partnership agreement of CyrusOne LP provides that CyrusOne, its directors, officers and employees, CyrusOne GP, as general partner, and its trustees, officers and employees, employees of our operating partnership and any other persons that the general partner may designate are indemnified to the fullest extent permitted by law, but that CyrusOne LP shall not indemnify any indemnitee for any liability (i) if it is established that the act or omission of the indemnitee constituted fraud, intentional harm or gross negligence on the part of the indemnitee, (ii) arising from an action or proceeding initiated by the indemnitee (other than to enforce such indemnitee's rights to

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indemnification or advance of expenses) or (iii) with respect to any claim as to which the indemnitee is found to be liable to CyrusOne LP.

        CyrusOne GP's declaration of trust contains a provision that eliminates the liability of its trustees and officers to the maximum extent permitted by Maryland law, which limits the liability of trustees and officers to the same extent as described above for directors and officers of CyrusOne and FinCo. CyrusOne GP's declaration of trust obligates it, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former trustee or officer of CyrusOne GP against any claim or liability to which such person may become subject by reason of such status, except for liability for such person's gross negligence or intentional harm. CyrusOne GP's declaration of trust also permits it to indemnify and advance expenses to any person who served a predecessor of CyrusOne GP in any of the capacities described above and to any employee or agent of CyrusOne GP or a predecessor of CyrusOne GP.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Delaware Registrants:

Delaware General Corporate Law

        The following applies to CyrusOne TRS Inc., a Delaware registered company ("Cyrus TRS"). The following description is intended only as a summary and is qualified in its entirety by reference to the Certificate of Incorporation of CyrusOne TRS Inc. (the "TRS certificate of incorporation"), the Bylaws of CyrusOne TRS Inc. (the "TRS bylaws"), and the Delaware General Corporate Law (the "DGCL").

        Pursuant to the DGCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

        The DGCL also permits indemnification by a corporation under similar circumstances for expenses (including attorneys' fees) actually and reasonably incurred by such persons in connection with the defense or settlement of an action by or in the right of such corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to such corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

        To the extent that a present or former director or officer is successful in the defense of such an action, suit or proceeding (or of any claim, issue or matter therein), the corporation is required by the

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DGCL to indemnify such person for actual and reasonable expenses (including attorneys' fees) incurred thereby.

        Expenses (including attorneys' fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid (on terms and conditions satisfactory to the corporation) in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that such person is not entitled to be so indemnified.

        The DGCL provides that the indemnification and advancement of expenses described above shall not be deemed exclusive of other indemnification or advancement of expenses that may be granted by a corporation pursuant to its by-laws, a disinterested director vote, a stockholder vote, an agreement or otherwise.

        The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.

        Cyrus TRS is organized as a corporation under Delaware law and is subject to the provisions of the DGCL. The TRS certificate of incorporation and TRS bylaws provide that Cyrus TRS shall, to the fullest extent permitted by applicable law, indemnify and hold harmless each person (each, a "TRS Covered Person") who is or was or whose testator or intestate was a director, officer, employee or agent of Cyrus TRS or of any corporation (each, a "Predecessor Corporation") that consolidated or merged with or into Cyrus TRS, or who is or was or whose testator or intestate was a fiduciary of or otherwise rendered services to any employee benefit plan of Cyrus TRS. Additionally, Cyrus TRS may, to the fullest extent permitted by applicable law, indemnify and hold harmless each person (each, a "TRS Affiliate Covered Person") who is or was or whose testate or intestate was serving at the request of Cyrus TRS as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise or who at the request of Cyrus TRS or its affiliate was serving as a fiduciary of or otherwise rendering services to any employee benefit plan of or relating to such affiliate.

        The TRS certificate of incorporation and the TRS bylaws also provide that Cyrus TRS shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by a TRS Covered Person or of a TRS Affiliate Covered Person in defending any proceeding within fifteen days of the presentation of such expenses; provided, however, that, to the extent required by law, such payment of expenses shall be made only upon receipt of an undertaking by, or, with TRS approval, on behalf of, such TRS Covered Person or TRS Affiliate Covered Person, to repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified.

        Furthermore, pursuant to the TRS certificate of incorporation, as permitted under the DGCL, a director of Cyrus TRS shall not be personally liable to Cyrus TRS or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except for liability (1) for any breach of his or her duty of loyalty to Cyrus TRS or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL or (4) for any transaction from which he or she derived an improper personal benefit.

        The DGCL permits and Cyrus TRS has, liability insurance for the benefit of its directors and officers.

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Delaware Limited Liability Company Act

        The following applies to CyrusOne Foreign Holdings LLC ("Foreign Holdings"), CyrusOne LLC ("CyrusOne LLC"), Cervalis Holdings LLC ("Cervalis Holdings"), Cervalis LLC ("Cervalis LLC"), CyrusOne-NC LLC ("CyrusOne-NC") and CyrusOne-NJ LLC ("CyrusOne-NJ"), each a Delaware limited liability company. The following description is intended only as a summary and is qualified in its entirety by reference to the Limited Liability Company Operating Agreement of Cyrus One Foreign Holdings LLC (the "Foreign Holdings LLC Agreement"), the Amended and Restated Limited Liability Company Agreement of CyrusOne LLC (the "CyrusOne LLC Agreement"), the Limited Liability Company Operating Agreement of Cervalis Holdings LLC (the "Cervalis Holdings LLC Agreement"), the Eighth Amended and Restated Limited Liability Company Operating Agreement of Cervalis LLC (the "Cervalis LLC Agreement"), the Amended and Restated Limited Liability Company Operating Agreement of CyrusOne-NC LLC (the "CyrusOne-NC LLC Agreement"), the Third Amended and Restated Limited Liability Company Operating Agreement of CyrusOne-NJ LLC (the "CyrusOne-NJ LLC Agreement") and the Delaware Limited Liability Company Act (the "DLLCA"):

        Section 18-303(a) of the DLLCA provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company shall be solely the limited liability company's, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability solely by reason of being a member or acting as a manager. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company has the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Foreign Holdings

        The Foreign Holdings LLC Agreement provides that Foreign Holdings shall indemnify each person (each a "Foreign Holdings Covered Person") who is a director or officer for acts performed by such person within his or her scope of authority, unless the act is proved by clear and convincing evidence to have been undertaken with deliberate intent to cause injury to Foreign Holdings.

        Furthermore, no Foreign Holdings Covered Person shall be liable for damages or otherwise, to shareholders, or to Foreign Holdings for any act performed by such person within his or her scope of authority, except as provided in the DLLCA.

CyrusOne LLC

        The CyrusOne LLC Agreement provides that CyrusOne LLC shall, to the fullest extent permitted by applicable law, indemnify each person (each a "CyrusOne Covered Person") who is a director, officer, committee member or member of CyrusOne LLC and its affiliates, or is such person's successor, assign, heir or personal representative, in connection with any matter arising from, related to, or in connection with the CyrusOne LLC Agreement or the business or affairs of CyrusOne LLC, except in the case of a final judgment of gross negligence or willful misconduct.

        The CyrusOne LLC Agreement entitles each CyrusOne Covered Person to regular reimbursement of expenses incurred (including legal fees and the cost of investigation and preparation); provided that such person shall repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified. The indemnification shall be limited to the assets of CyrusOne LLC.

        Furthermore, no CyrusOne Covered Person shall be liable to CyrusOne LLC for any losses, claims, damages or liabilities arising from, related to, or in connection with the CyrusOne LLC Agreement or the business or affairs of CyrusOne LLC, except in the case of a final judgment of gross negligence or willful misconduct.

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Cervalis Holdings

        The Cervalis Holdings LLC Agreement provides that Cervalis Holdings shall, to the fullest extent permitted by applicable law, indemnify each person (each a "Cervalis Holdings Covered Person") who is a director, officer, committee member or member of Cervalis Holdings and its affiliates, or is such person's successor, assign, heir or personal representative, in connection with any matter arising from, related to, or in connection with the Cervalis Holdings LLC Agreement or the business or affairs of Cervalis Holdings, except in the case of a final judgment of gross negligence or willful misconduct.

        The Cervalis Holdings LLC Agreement entitles each Cervalis Holdings Covered Person to regular reimbursement of expenses incurred (including legal fees and the cost of investigation and preparation); provided that such person shall repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified. The indemnification shall be limited to the assets of Cervalis Holdings.

        Furthermore, no Cervalis Holdings Covered Person shall be liable to Cervalis Holdings for any losses, claims, damages or liabilities arising from, related to, or in connection with the Cervalis Holdings LLC Agreement or the business or affairs of Cervalis Holdings, except in the case of a final judgment of gross negligence or willful misconduct.

Cervalis LLC

        The Cervalis LLC Agreement provides that Cervalis LLC shall, to the fullest extent permitted by applicable law, indemnify each person (each a "Cervalis Covered Person") who is a director, officer, committee member or member of Cervalis LLC and its affiliates, or is such person's successor, assign, heir or personal representative, in connection with any matter arising from, related to, or in connection with the Cervalis LLC Agreement or the business or affairs of Cervalis LLC, except in the case of a final judgment of gross negligence or willful misconduct.

        The Cervalis LLC Agreement entitles each Cervalis Covered Person to regular reimbursement of expenses incurred (including legal fees and the cost of investigation and preparation); provided that such person shall repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified. The indemnification shall be limited to the assets of Cervalis LLC.

        Furthermore, no Cervalis Covered Person shall be liable to Cervalis LLC for any losses, claims, damages or liabilities arising from, related to, or in connection with the Cervalis LLC Agreement or the business or affairs of Cervalis LLC, except in the case of a final judgment of gross negligence or willful misconduct.

CyrusOne-NC

        The CyrusOne-NC LLC Agreement provides that CyrusOne-NC shall, to the fullest extent permitted by applicable law, indemnify each person (each a "CyrusOne-NC Covered Person") who is a director, officer, committee member or member of CyrusOne-NC and its affiliates, or is such person's successor, assign, heir or personal representative, in connection with any matter arising from, related to, or in connection with the CyrusOne-NC LLC Agreement or the business or affairs of CyrusOne-NC, except in the case of a final judgment of gross negligence or willful misconduct.

        The CyrusOne-NC LLC Agreement entitles each CyrusOne-NC Covered Person to regular reimbursement of expenses incurred (including legal fees and the cost of investigation and preparation); provided that such person shall repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified. The indemnification shall be limited to the assets of CyrusOne-NC LLC.

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        Furthermore, no CyrusOne-NC Covered Person shall be liable to CyrusOne-NC for any losses, claims, damages or liabilities arising from, related to, or in connection with the CyrusOne-NC LLC Agreement or the business or affairs of CyrusOne-NC, except in the case of a final judgment of gross negligence or willful misconduct.

CyrusOne-NJ

        The CyrusOne-NJ LLC Agreement provides that CyrusOne-NJ shall, to the fullest extent permitted by applicable law, indemnify each person (each a "CyrusOne-NJ Covered Person") who is a director, officer, committee member or member of CyrusOne-NJ and its affiliates, or is such person's successor, assign, heir or personal representative, in connection with any matter arising from, related to, or in connection with the CyrusOne-NJ LLC Agreement or the business or affairs of CyrusOne-NJ, except in the case of a final judgment of gross negligence or willful misconduct.

        The CyrusOne-NJ LLC Agreement entitles each CyrusOne-NJ Covered Person to regular reimbursement of expenses incurred (including legal fees and the cost of investigation and preparation); provided that such person shall repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified. The indemnification shall be limited to the assets of CyrusOne-NJ LLC.

        Furthermore, no CyrusOne-NJ Covered Person shall be liable to CyrusOne-NJ for any losses, claims, damages or liabilities arising from, related to, or in connection with the CyrusOne-NJ LLC Agreement or the business or affairs of CyrusOne-NJ, except in the case of a final judgment of gross negligence or willful misconduct.

Item 21.    Exhibits

        The attached Exhibit Index is incorporated herein by reference.

Item 22.    Undertakings

(a)
Each of the undersigned registrants hereby undertakes:

(1)
to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the

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(b)
The undersigned registrants hereby undertake that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrants' annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 20, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a

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(d)
The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e)
Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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EXHIBIT INDEX

        The exhibits required by Item 601 of Regulation S-K are listed below:

Exhibit No.   Exhibit Description
  3.1   Articles of Amendment and Restatement of CyrusOne Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K, filed by CyrusOne Inc. on January 25, 2013 (File No. 001-35789)).
        
  3.2   Amended and Restated Bylaws of CyrusOne Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K, filed by CyrusOne Inc. on March 17, 2017 (File No. 001-35789)).
        
  3.3   Certificate of Limited Partnership of CyrusOne LP (Incorporated by reference to Exhibit 3.3 of Form S-4, filed by CyrusOne LP on October 28, 2015 (File No. 333-207647)).
        
  3.4   Amended and Restated Agreement of Limited Partnership of CyrusOne LP (Incorporated by reference to Exhibit 10.1 of Form 8-K, filed by CyrusOne Inc. on May 4, 2016 (File No. 001-35789)).
        
  3.5   Articles of Incorporation of CyrusOne Finance Corp. (Incorporated by reference to Exhibit 3.4 of Form S-4, filed by CyrusOne LP on May 8, 2013 (File No. 333-188426)).
        
  3.6   Bylaws of CyrusOne Finance Corp. (Incorporated by reference to Exhibit 3.5 of Form S-4, filed by CyrusOne LP on May 8, 2013 (File No. 333-188426)).
        
  3.7   Certificate of Formation of CyrusOne LLC (Incorporated by reference to Exhibit 3.6 of Form S-4, filed by CyrusOne LP on May 8, 2013 (File No. 333-188426)).
        
  3.8   Amended and Restated Limited Liability Company Agreement of CyrusOne LLC (Incorporated by reference to Exhibit 3.7 of Form S-4, filed by CyrusOne LP on May 8, 2013 (File No. 333-188426)).
        
  3.9   Certificate of Trust of CyrusOne GP (Incorporated by reference to Exhibit 3.9 of Form S-4, filed by CyrusOne LP on October 28, 2015 (File No. 333-207647)).
        
  3.10   Declaration of Trust of CyrusOne GP (Incorporated by reference to Exhibit 3.8 of Form S-4, filed by CyrusOne LP on May 8, 2013 (File No. 333-188426)).
        
  3.11   Certificate of Incorporation of CyrusOne TRS Inc. (Incorporated by reference to Exhibit 3.9 of Form S-4, filed by CyrusOne LP on May 8, 2013 (File No. 333-188426)).
        
  3.12   Bylaws of CyrusOne TRS Inc. (Incorporated by reference to Exhibit 3.10 of Form S-4, filed by CyrusOne LP on May 8, 2013 (File No. 333-188426)).
        
  3.13   Certificate of Formation of Cyrus One Foreign Holdings LLC (Incorporated by reference to Exhibit 3.11 of Form S-4, filed by CyrusOne LP on May 8, 2013 (File No. 333-188426)).
        
  3.14 * Certificate of Amendment to the Certificate of Formation of Cyrus One Foreign Holdings LLC.
        
  3.15   Limited Liability Company Operating Agreement of CyrusOne Foreign Holdings LLC (Incorporated by reference to Exhibit 3.12 of Form S-4, filed by CyrusOne LP on May 8, 2013 (File No. 333-188426)).
        
  3.16   Certificate of Formation of Cervalis Holdings LLC (Incorporated by reference to Exhibit 3.15 of Form S-4, filed by CyrusOne LP on October 28, 2015 (File No. 333-207647)).
        
  3.17 * Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Liability Company to the Certificate of Formation of Cervalis Holdings LLC.
 
   

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Exhibit No.   Exhibit Description
  3.18   Limited Liability Company Operating Agreement of Cervalis Holdings LLC (Incorporated by reference to Exhibit 3.16 of Form S-4, filed by CyrusOne LP on October 28, 2015 (File No. 333-207647)).
        
  3.19   Certificate of Formation of Cervalis LLC (Incorporated by reference to Exhibit 3.17 of Form S-4, filed by CyrusOne LP on October 28, 2015 (File No. 333-207647)).
        
  3.20 * Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Liability Company to the Certificate of Formation of Cervalis LLC.
        
  3.21   Eighth Amended and Restated Limited Liability Company Operating Agreement of Cervalis LLC (Incorporated by reference to Exhibit 3.18 of Form S-4, filed by CyrusOne LP on October 28, 2015 (File No. 333-207647)).
        
  3.22 * Certificate of Formation of Sentinel NC-1, LLC.
        
  3.23 * Certificate of Amendment to the Certificate of Formation of Sentinel NC-1, LLC.
        
  3.24 * Amended and Restated Limited Liability Company Operating Agreement of CyrusOne-NC LLC.
        
  3.25 * Certificate of Formation of 800 Cottontail, LLC.
        
  3.26 * Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Liability Company to the Certificate of Formation of 800 Cottontail, LLC.
        
  3.27 * Certificate of Amendment to the Certificate of Formation of 800 Cottontail, LLC.
        
  3.28 * Third Amended and Restated Limited Liability Company Operating Agreement of CyrusOne-NJ LLC.
        
  4.1   Indenture, dated as of March 17, 2017, by and among CyrusOne LP and CyrusOne Finance Corp., as issuers, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, relating to the 5.000% Senior Notes due 2024 (Incorporated by reference to Exhibit 4.1 of Form 8-K, filed by CyrusOne Inc. on March 17, 2017 (File No. 001-35789)).
        
  4.2   Indenture, dated as of March 17, 2017, by and among CyrusOne LP and CyrusOne Finance Corp., as issuers, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee, relating to the 5.375% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.2 of Form 8-K, filed by CyrusOne Inc. on March 17, 2017 (File No. 001-35789)).
        
  4.3   Form of 5.000% Senior Note due 2024 (Incorporated by reference to Exhibit 4.3 of Form 8-K, filed by CyrusOne Inc. on March 17, 2017 (File No. 001-35789)).
        
  4.4   Form of 5.375% Senior Note due 2027 (Incorporated by reference to Exhibit 4.4 of Form 8-K, filed by CyrusOne Inc. on March 17, 2017 (File No. 001-35789)).
        
  4.5   Registration Rights Agreement, dated March 17, 2017, among CyrusOne LP, CyrusOne Finance Corp., the guarantors party thereto and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives of the initial purchasers (Incorporated by reference to Exhibit 4.5 of Form 8-K, filed by CyrusOne Inc. on March 17, 2017 (File No. 001-35789)).
        
  4.6   Registration Rights Agreement dated March 17, 2017, among CyrusOne LP, CyrusOne Finance Corp., the guarantors party thereto and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives of the initial purchasers (Incorporated by reference to Exhibit 4.6 of Form 8-K, filed by CyrusOne Inc. on March 17, 2017 (File No. 001-35789)).

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Exhibit No.   Exhibit Description
  5.1 * Opinion of Cravath, Swaine & Moore LLP.
        
  5.2 * Opinion of Venable LLP.
        
  12.1 * Statement Regarding Computation of Ratio of Earnings to Fixed Charges
        
  21.1 * Subsidiaries of the Registrant.
        
  23.1 * Consent of Deloitte & Touche LLP.
        
  23.2 * Consent of EisnerAmper LLP.
        
  23.3 * Consent of Cravath, Swaine & Moore LLP (Included in Exhibit 5.1).
        
  23.4 * Consent of Venable LLP (Included in Exhibit 5.2).
        
  24.1 * Powers of Attorney (Included on the signature pages to this registration statement).
        
  25.1 * Statement of Eligibility under the Trust Indenture Act of 1939 by Wells Fargo Bank, N.A. (Form T-1).
        
  99.1 * Form of Letter of Transmittal.
        
  99.2 * Form of Letter to Clients.
        
  99.3 * Form of Letter to Brokers.

*
Filed herewith.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrants have duly caused this registration statement on Form S-4 to be signed on their behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 5th day of October, 2017.

    CYRUSONE INC.
by

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer

 

 

CYRUSONE GP
by CyrusOne Inc., as sole trustee of CyrusOne GP

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer of CyrusOne Inc.

 

 

CYRUSONE LP
by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer of CyrusOne Inc.

 

 

CYRUSONE LLC
by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP, as sole member of CyrusOne LLC

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer of CyrusOne Inc.

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CERVALIS HOLDINGS LLC
by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP, as sole member of Cervalis Holdings LLC

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer of CyrusOne Inc.

 

 

CERVALIS LLC
by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP, as sole member of Cervalis Holdings LLC, as sole member of Cervalis LLC

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer of CyrusOne Inc.

 

 

CYRUSONE-NC LLC
by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP, as sole member of CyrusOne-NC LLC

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer of CyrusOne Inc.

 

 

CYRUSONE-NJ LLC
by CyrusOne Inc., as sole trustee of CyrusOne GP, as sole general partner of CyrusOne LP, as sole member of CyrusOne-NJ LLC

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer of CyrusOne Inc.

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POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Gary J. Wojtaszek, Diane M. Morefield and Robert M. Jackson and each of them singly, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in their capacities and on the dates indicated.

Signature
 
Date

 

 

 
/s/ ALEX SHUMATE

Alex Shumate
Chairman of the Board of Directors of CyrusOne Inc.
  October 5, 2017

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President, Chief Executive Officer, and Director of CyrusOne Inc.

 

October 5, 2017

/s/ DAVID H. FERDMAN

David H. Ferdman
Director of CyrusOne Inc.

 

October 5, 2017

/s/ JOHN W. GAMBLE

John W. Gamble
Director of CyrusOne Inc.

 

October 5, 2017

/s/ MICHAEL A. KLAYKO

Michael A. Klayko
Director of CyrusOne Inc.

 

October 5, 2017

/s/ T. TOD NIELSEN

T. Tod Nielsen
Director of CyrusOne Inc.

 

October 5, 2017

II-15


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Signature
 
Date

 

 

 
/s/ WILLIAM E. SULLIVAN

William E. Sullivan
Director of CyrusOne Inc.
  October 5, 2017

/s/ LYNN A. WENTWORTH

Lynn A. Wentworth
Director of CyrusOne Inc.

 

October 5, 2017

/s/ DIANE M. MOREFIELD

Diane M. Morefield
Executive Vice President and Chief Financial Officer of CyrusOne Inc.

 

October 5, 2017

/s/ AMITABH RAI

Amitabh Rai
Senior Vice President and Chief Accounting Officer of CyrusOne Inc.

 

October 5, 2017

II-16


Table of Contents


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrants have duly caused this registration statement on Form S-4 to be signed on their behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 5th day of October, 2017.

    CYRUSONE FINANCE CORP.
by

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer

 

 

CYRUSONE TRS INC.
by

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer

 

 

CYRUSONE FOREIGN HOLDINGS LLC
by

 

 

/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
President and Chief Executive Officer


POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Gary J. Wojtaszek, Diane M. Morefield and Robert M. Jackson and each of them singly, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in their capacities at CyrusOne Finance Corp., CyrusOne TRS Inc. and CyrusOne Foreign Holdings LLC, and on the dates indicated.

Signature
 
Date

 

 

 
/s/ GARY J. WOJTASZEK

Gary J. Wojtaszek
Sole Director, President and Chief Executive Officer of CyrusOne Finance Corp., CyrusOne TRS Inc. and CyrusOne Foreign Holdings LLC
  October 5, 2017

/s/ DIANE M. MOREFIELD

Diane M. Morefield
Executive Vice President and Chief Financial Officer of CyrusOne Finance Corp., CyrusOne TRS Inc. and CyrusOne Foreign Holdings LLC

 

October 5, 2017

/s/ AMITABH RAI

Amitabh Rai
Senior Vice President and Chief Accounting Officer of CyrusOne Finance Corp., CyrusOne TRS Inc. and CyrusOne Foreign Holdings LLC

 

October 5, 2017

II-18




Exhibit 3.14

State of Delaware Secretary of State Division of Corporations Delivered 03:36 PM 11/29/2012 FILED 02:30 PM 11/29/2012 SRV 121275190 - 5020697 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT 1. Name of Limited Liability Company: Cyrus One Foreign Holdings LLC 2. The Certificate of Formation of the limited liability company is hereby amended as follows:. Change the name of Cyrus One Foreign Holdings LLC to CyrusOne Foreign Holdings LLC by removing the space between the name Cyrus and One. IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 28th day of November, A.D. 2012 By: Authorized Person(s) Name: Christopher J. Wilson Print or Type

 



Exhibit 3.17

State of Delaware Secretary of State Division of Corporations Delivered 12:31 PM 07/20/2015 FILED 11:03 AM 07/20/2015 SRV 151067641 – 4857758 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT CHANGING ONLY THE REGISTERED OFFICE OR REGISTERED AGENT OF A LIMITED LIABILITY COMPANY The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. The name of the limited liability company is CERVALIS HOLDINGS LLC. 2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company By: /s/ Jodi Henry Authorized Person Name: Jodi Henry, Authorized Signer Print or Type

 



Exhibit 3.20

State of Delaware Secretary of State Division of Corporations Delivered 12:31 PM 07/20/2015 FILED 11:10 AM 07/20/2015 SRV 151067685 – 3206690 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT CHANGING ONLY THE REGISTERED OFFICE OR REGISTERED AGENT OF A LIMITED LIABILITY COMPANY The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. The name of the limited liability company is CERVALIS LLC 2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company By: /s/ Jodi Henry Authorized Person Name: Jodi Henry, Authorized Signer Print or Type

 



Exhibit 3.22

State of Delaware Secretary of State Division of Corporations Delivered 05:32 PM 12/08/2011 FILED 05:32 PM 12/08/2011 aSRV 111272655 - 5077396 FILE aCERTIFICATE OF FORMATION aOF aSENTINEL NC-1, LLC a1. The name of the limited liability company is Sentinel NC-1 LLC. a2. The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, 19801. The name of its registered agent at such address is The Corporation Trust Company. aIN WITNESS WHEREOF, the undersigned has executed this Certificate of formation this 8th day of December, 2011. a By: Name: Catherine D. Ledyard Title: Authorized Person a673062,01-Wilmington Server 1A-MSW

 



Exhibit 3.23

State of Delaware Secretary of State Division of Corporations Delivered 02:03 PM 02/28/2017 FILED 02:03 PM 02/28/2017 SR 20171403181 — FileNumber 5077396 STATE OF DELAWARE CERTIFICATE OF AMENDMENT 1. Name of Limited Liability Company: Sentinel NC-1, LLC 2. The Certificate of Formation of the limited liability company is hereby amended as follows: Article First is deleted in its entirety and the following Article First is inserted in lieu thereof: “The name of the limited liability company is CyrusOne-NC LLC.” Article Second is deleted in its entirety and the following Article Second is inserted in lieu thereof: “The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, 19808. The name of the registered agent at such address is Corporation Service Company.” IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 28th day of February A.D. 2017 , By: /s/ Luke J. Frutkin Authorized Person(s) Name: Luke J. Frutkin Print or Type Assistant Secretary

 



Exhibit 3.24

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CYRUSONE-NC LLC THE INTERESTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE LAW. THE INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (ii) AN OPINION OF COUNSEL SATISFACTORY TO CYRUSONE LLC TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND SUCH LAWS. THE INTERESTS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THIS AGREEMENT. This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ‘Agreement’) of CyrusOne-NC LLC (the ‘Company’) dated as of February 28, 2017, is adopted, executed and agreed to by CyrusOne LP, a Delaware limited liability company, as the sole Member (“Member”). Preliminary Statement The Company is governed by that certain Agreement of Limited Liability Company, dated October 1, 2012 (the “Prior Operating Agreement”). The Prior Operating Agreement is hereby amended and restated in its entirety as follows, and this Agreement will be the amended and restated “limited liability company agreement” of the Company within the meaning of the Act: 1. Formation. The Company was formed as a limited liability company pursuant to the provisions of the Act by the filing of a Certificate of Formation for the Company on December 8, 2011 (the “Certificate”) with the Secretary of State of the State of Delaware. 2. Name. The name of the Company is “CyrusOne-NC LLC”. 3. Purpose. The Company has been organized to engage in any lawful act or activity for which a limited liability company may be organized under the Act. 4. Registered Office; Registered Agent. The registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. At any time, the Member may designate another registered agent. 5. Member. The name of the sole Member of the Company is CyrusOne LP and its address is as follows:

 


1649 West Frankford Road Carrollton, TX 75007 Attention: General Counsel 6. Authorized Person. The Member is the designated “authorized person” within the meaning of the Act. 7. Membership Interests as Securities. All membership interests in the Company shall be securities, as set forth in 6 Del. C. § 8-103, and governed by Article 8 of the Uniform Commercial Code, as adopted by the State of Delaware. Each certificate evidencing membership interests in the Company shall bear the following legend: “This certificate evidences an interest in CyrusOne-NC LLC and shall be made a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend. 8. Management. The Company shall be managed by the Member who may from time to time delegate the management of the Company to designated directors and/or officers with such power and authority as such Member may prescribe from time to time. 9. Dissolution. The Company shall be dissolved and its affairs shall be wound up (i) upon the decision by the Member to dissolve the Company, (ii) the bankruptcy of the Member, or (iii) any event causing a dissolution of the Company under the Act. 10. Liquidation. Upon a dissolution pursuant to Section 9, the Company business and Company assets shall be liquidated in an orderly manner. The Member shall be the liquidator to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of Company assets in accordance with the Act in any reasonable manner that the liquidator shall determine to be in the best interest of the Member. 11. Percentage Interests. The “Percentage Interest” of the Member in the Company is as follows: Member Percentage Interest CyrusOneLP 100% 12. Contributions. The Member shall not have any obligation to make capital contributions to the Company after the date hereof, but may do so from time to time. 13. Admission of New or Substitute Members. The Company may not admit new or substitute members without the written consent of the Member, acting in its sole discretion. 14. Tax Matters. The Member intends that the Company be treated as a disregarded entity (within the meaning of Treasury Regulation § 301.7701 -3(b)(1)(ii)) for U.S. Federal income tax purposes, and no election to the contrary shall be filed by or on behalf of the 2

 


Company. Accordingly, the Member shall be treated as the owner of the Company’s assets, and all income, gain, loss, deduction and credit of the Company shall be reported by Member on its own returns. 15. Distributions. Distributions shall be made at the times and in the aggregate amounts determined by the Member. 16. Restrictions on Transfer. The Member shall have the right to sell, assign, dispose of, or otherwise transfer, pledge or encumber, all or any of its membership interests. 17. Liability of the Member. (a) Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. (b) No Indemnified Person (as defined below) shall be liable to the Company or the Member for any losses, claims, damages or liabilities arising from, related to, or in connection with this Agreement or the Company’s business or affairs (including any act or omission by any Indemnified Person), except for any losses, claims, damages or liabilities determined by final judgment of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. (c) The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless each Indemnified Person against any losses, claims, damages or liabilities to which such Indemnified Person may become subject in connection with any matter arising from, related to, or in connection with this Agreement or the Company’s business or affairs, except for any such losses, claims, damages or liabilities determined by final judgment of a court of competent jurisdiction to have resulted from such Indemnified Persons gross negligence or willful misconduct. If any Indemnified Person becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, related to, or in connection with this Agreement or the Company’s business or affairs, whether or not pending or threatened and whether or not any Indemnified Person is a party thereto, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it to the extent that it shall be ultimately determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than failure to meet the applicable indemnification standards) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. 3

 


(d) “Indemnified Person” means the Member of the Company and its affiliates. (e) Notwithstanding anything else contained in this Agreement, the indemnity obligations of the Company under paragraph (c) above shall: (i) be in addition to any liability that the Company may otherwise have; (ii) extend upon the same terms and conditions to the directors, committee members and officers of the Indemnified Person; (iii) inure to the benefit of the successors, assigns, heirs and personal representatives of the Indemnified Person and any such persons; and (iv) be limited to the assets of the Company. (f) This Section 17 shall survive any termination of this Agreement and the dissolution of the Company. 18. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member; provided, however that Section 17 shall benefit Indemnified Persons. 19. Headings. The titles of Sections of this Agreement are for convenience of reference only and shall not define or limit any of the provisions of this Agreement. 20. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without giving effect to conflicts of law principles of such State. This Agreement shall be construed in accordance with § 18-1101 of the Act. 21. Amendments. This Agreement may not be amended, except by a writing signed by the Member. Pending any replacement or amendment of this Agreement, it is intended that the provisions of the Act be controlling as to any matters not set forth in the Agreement. 22. Severability. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid. [SIGNATURE PAGE FOLLOWS] 4

 


IN WITNESS WHEREOF, the undersigned, as the sole Member of the Company, has duly executed and delivered this  Amended and Restated Limited Liability Company Operating Agreement of CyrusOne-NC LLC effective as of the date first written above. MEMBER: Cyrus One LP By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee  By: Name: Title: Gary J. Wojtaszek, President and Chief Executive Officer

 



Exhibit 3.25

State of Delaware Secretary of State Division of Corporations Delivered 03:04 PM 07/16/2009 FILED 02:58 PM 07/16/2009 SRV 090704165 - 4710311 FILE   CERTIFICATE OF FORMATION OF 800 COTTONTAIL, LLC  The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:  FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is: “800 COTTONTAIL, LLC”.  SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act is National Registered Agents, Inc., 160 Greentree Drive, Suite 101 in the City of Dover, DE 19904, in the County of Kent.  THIRD: The limited liability company shall not have a specific date of dissolution and shall, subject to the terms and provisions of the limited liability company’s Limited Liability Company Agreement and of the Delaware Limited Liability Company Act, have a perpetual existence.  Executed:   July 16, 2009.  /s/ Nicole Piazza Nicole Piazza  Authorized Person  HF 5204339v. 1 #10831/0013

 



Exhibit 3.26

State of Delaware Secretary of State Division of Corporations Delivered 02:52 PM 04/20/2016 FILED 02:52 PM 04/20/2016 SR 20162432614 - File Number 4710311 STATE OF DELAWARE CERTIFICATE OF AMENDMENT CHANGING ONLY THE REGISTERED OFFICE OR REGISTERED AGENT OF A LIMITED LIABILITY COMPANY The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. The name of the limited liability company is 800 COTTONTAIL, LLC. 2. The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center, 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY. By: Authorized Person Name: TODD AARON Print or Type

 



Exhibit 3.27

State of Delaware Secretary of State Division of Corporations Delivered 02:05 PM 02/28/2017 FILED 02:05 PM 02/28/2017 SR 20171403189 - File Number 4710311 STATE OF DELAWARE CERTIFICATE OF AMENDMENT 1. Name of Limited Liability Company: 800 Cottontail, LLC 2. The Certificate of Formation of the limited liability company is hereby amended as follows: Article First is deleted in its entirety and the following Article First is inserted in lieu thereof: “The name of the limited liability company is CyrusOne-NJ LLC.” Article Second is deleted in its entirety and the following Article Second is inserted in lieu thereof: “The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, 19808. The name of the registered agent at such address is Corporation Service Company.” IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 28th day of February, A.D. 2017. By: /s/ Luke J. Frutkin Authorized Person(s) Name: Luke J. Frutkin Print or Type Assistant Secretary

 



Exhibit 3.28

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CYRUSONE-NJ LLC THE INTERESTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE LAW. THE INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (ii) AN OPINION OF COUNSEL SATISFACTORY TO CYRUSONE LLC TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND SUCH LAWS. THE INTERESTS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THIS AGREEMENT. This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CyrusOne-NJ LLC (the “Company”) dated as of February 28, 2017, is adopted, executed and agreed to by CyrusOne LP, a Delaware limited liability company, as the sole Member (“Member”). Preliminary Statement The Company is governed by that certain Second Amended and Restated Operating Agreement of the Company, dated January 5, 2011 (the “Prior Operating Agreement”). The Prior Operating Agreement is hereby amended and restated in its entirety as follows, and this Agreement will be the third amended and restated “limited liability company agreement” of the Company within the meaning of the Act: 1. Formation. The Company was formed as a limited liability company pursuant to the provisions of the Act by the filing of a Certificate of Formation for the Company on July 16, 2009 (the “Certificate”) with the Secretary of State of the State of Delaware. 2. Name. The name of the Company is “CyrusOne-NJ LLC”. 3. Purpose. The Company has been organized to engage in any lawful act or activity for which a limited liability company may be organized under the Act. 4. Registered Office; Registered Agent. The registered office of the Company in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. At any time, the Member may designate another registered agent. EAST\140260748.1

 


5. Member. The name of the sole Member of the Company is CyrusOne LP and its address is as follows: 1649 West Frankford Road Carrollton, TX 75007 Attention: General Counsel 6. Authorized Person. The Member is the designated “authorized person” within the meaning of the Act. 7. Membership Interests as Securities. All membership interests in the Company shall be securities, as set forth in 6 Del. C. § 8-103, and governed by Article 8 of the Uniform Commercial Code, as adopted by the State of Delaware. Each certificate evidencing membership interests in the Company shall bear the following legend: “This certificate evidences an interest in CyrusOne-NJ LLC and shall be made a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend. 8. Management. The Company shall be managed by the Member who may from time to time delegate the management of the Company to designated directors and/or officers with such power and authority as such Member may prescribe from time to time. 9. Dissolution. The Company shall be dissolved and its affairs shall be wound up (i) upon the decision by the Member to dissolve the Company, (ii) the bankruptcy of the Member, or (iii) any event causing a dissolution of the Company under the Act. 10. Liquidation. Upon a dissolution pursuant to Section 9, the Company business and Company assets shall be liquidated in an orderly manner. The Member shall be the liquidator to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of Company assets in accordance with the Act in any reasonable manner that the liquidator shall determine to be in the best interest of the Member. 11. Percentage Interests. The “Percentage Interest” of the Member in the Company is as follows: Member Percentage Interest CyrusOne LP 100% 12. Contributions. The Member shall not have any obligation to make capital contributions to the Company after the date hereof, but may do so from time to time. 13. Admission of New or Substitute Members. The Company may not admit new or substitute members without the written consent of the Member, acting in its sole discretion. EAST\140260748.1 2

 


14. Tax Matters. The Member intends that the Company be treated as a disregarded entity (within the meaning of Treasury Regulation § 301.7701-3(b)(l)(ii)) for U.S. Federal income tax purposes, and no election to the contrary shall be filed by or on behalf of the Company. Accordingly, the Member shall be treated as the owner of the Company’s assets, and all income, gain, loss, deduction and credit of the Company shall be reported by Member on its own returns. 15. Distributions. Distributions shall be made at the times and in the aggregate amounts determined by the Member. 16. Restrictions on Transfer. The Member shall have the right to sell, assign. dispose of, or otherwise transfer, pledge or encumber, all or any of its membership interests. 17. Liability of the Member, (a) Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. (b) No Indemnified Person (as defined below) shall be liable to the Company or the Member for any losses, claims, damages or liabilities arising from, related to, or in connection with this Agreement or the Company’s business or affairs (including any act or omission by any Indemnified Person), except for any losses, claims, damages or liabilities determined by final judgment of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. (c) The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless each Indemnified Person against any losses, claims, damages or liabilities to which such Indemnified Person may become subject in connection with any matter arising from, related to, or in connection with this Agreement or the Company’s business or affairs, except for any such losses, claims, damages or liabilities determined by final judgment of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. If any Indemnified Person becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, related to, or in connection with this Agreement or the Company’s business or affairs, whether or not pending or threatened and whether or not any Indemnified Person is a party thereto, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it to the extent that it shall be ultimately determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than failure to meet the applicable indemnification standards) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and EAST\140260748.1 3

 


such Indemnified Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (d) “Indemnified Person” means the Member of the Company and its affiliates. (e) Notwithstanding anything else contained in this Agreement, the indemnity obligations of the Company under paragraph (c) above shall: (i) be in addition to any liability that the Company may otherwise have; (ii) extend upon the same terms and conditions to the directors, committee members and officers of the Indemnified Person; (iii) inure to the benefit of the successors, assigns, heirs and personal representatives of the Indemnified Person and any such persons; and (iv) be limited to the assets of the Company. (f) This Section 17 shall survive any termination of this Agreement and the dissolution of the Company. 18. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member; provided, however that Section 17 shall benefit Indemnified Persons. 19. Headings. The titles of Sections of this Agreement are for convenience of reference only and shall not define or limit any of the provisions of this Agreement. 20. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without giving effect to conflicts of law principles of such State. This Agreement shall be construed in accordance with § 18-1101 of the Act. 21. Amendments. This Agreement may not be amended, except by a writing signed by the Member. Pending any replacement or amendment of this Agreement, it is intended that the provisions of the Act be controlling as to any matters not set forth in the Agreement. 22. Severability. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid. [SIGNATURE PAGE FOLLOWS] EAST\140260748.1 4

 


IN WITNESS WHEREOF, the undersigned, as the sole Member of the Company, has duly executed and delivered this Third Amended and Restated Limited Liability Company Operating Agreement of CyrusOne-NJ LLC effective as of the date first written above. MEMBER: CyrusOne LP By: CyrusOne GP, its general partner By: CyrusOne Inc., its trustee By: Name: Title: Gary J. Wojtaszek, President and Chief Executive Officer

 



Exhibit 5.1

 

 

October 5, 2017

 

CyrusOne LP and CyrusOne Finance Corp.
$500,000,000 Aggregate Principal Amount of 5.000% Senior Notes due 2024

$300,000,000 Aggregate Principal Amount of 5.375% Senior Notes due 2027

Form S-4 Registration Statement

 

Ladies and Gentlemen:

 

We have acted as counsel for CyrusOne LP, a Maryland limited partnership (“CyrusOne”), and CyrusOne Finance Corp., a Maryland corporation (“Finance” and, together with CyrusOne, the “Issuers”), in connection with the filing by the Issuers with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the proposed issuance and offer to exchange (1) up to $500,000,000 aggregate principal amount of the Issuers’ 5.000% Senior Notes due 2024, which have been registered under the Act (the “Exchange 2024 Notes”) for a like aggregate principal amount of their outstanding 5.000% Senior Notes due 2024, which have certain transfer restrictions (the “Original 2024 Notes”), and (2) up to $300,000,000 aggregate principal amount of the Issuers’ 5.375% Senior Notes due 2027, which have been registered under the Act (the “Exchange 2027 Notes” and, together with the Exchange 2024 Notes, the “Exchange Notes”) for a like aggregate principal amount of their outstanding 5.375% Senior Notes due 2027, which have certain transfer restrictions (the “Original 2027 Notes” and, together with the Original 2024 Notes, the “Original Notes”). The Exchange 2024 Notes are to be issued pursuant to the indenture governing the Original 2024 Notes, dated as of March 17, 2017 (the “2024 Indenture”), among the Issuers, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Exchange 2027 Notes are to be issued pursuant to the indenture governing the Original 2027 Notes, dated as of March 17, 2017 (the “2027 Indenture” and, together with the 2024 Indenture, the “Indentures”), among the Issuers,

 



 

the guarantors party thereto and the Trustee. The Exchange 2024 Notes and the Exchange 2027 Notes are to be guaranteed by the guarantors listed on Annex A hereto (the “Guarantors”) on the terms and subject to the conditions set forth in the applicable Indenture (the “2024 Guarantees” and the “2027 Guarantees”, respectively, and together, the “Guarantees”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the applicable Indenture.

 

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Certificate of Incorporation and by-laws of CyrusOne TRS Inc., a Delaware corporation (“TRS”); (b) the Certificate of Formation and Amended and Restated Limited Liability Company Agreement of CyrusOne LLC, a Delaware limited liability company (formerly, CyrusOne Inc., “CO LLC”); (c) the Certificate of Formation and Limited Liability Company Operating Agreement of CyrusOne Foreign Holdings LLC, a Delaware limited liability company (“Foreign Holdings”); (d) the Certificate of Formation and Limited Liability Company Operating Agreement of Cervalis Holdings LLC, a Delaware limited liability company (“Cervalis Holdings”); (e) the Certificate of Formation and Eighth Amended and Restated Limited Liability Company Operating Agreement of Cervalis LLC, a Delaware limited liability company (“Cervalis”); (f) the Certificate of Formation and Amended and Restated Limited Liability Company Operating Agreement of CyrusOne-NC LLC, a Delaware limited liability company (formerly, Sentinel NC-1, LLC, “CO-NC”); (g) the Certificate of Formation and Third Amended and Restated Limited Liability Company Operating Agreement of CyrusOne-NJ LLC, a Delaware limited liability company (formerly, 800 Cottontail, LLC, “CO-NJ” and, together with TRS, CO LLC, Foreign Holdings, Cervalis Holdings, Cervalis and CO-NC, the “Delaware Guarantors”); (h) the resolutions adopted by the board of directors of CyrusOne Inc., a Maryland corporation, dated February 24, 2017 and the written consents adopted by the sole stockholder or member, as applicable, in the case of CO LLC, TRS, Foreign Holdings, Cervalis Holdings, Cervalis, CO-NC and CO-NJ, in each case dated as of March 1, 2017; (i) the 2024 Indenture and the form of Note included therein; and (j) the 2027 Indenture and the form of Note included therein.

 

In expressing the opinions set forth herein, we have assumed with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We have also assumed with your consent, that the Indentures (including the Guarantees therein) have been duly authorized, executed and delivered by the Issuers, the Guarantors (other than the Delaware Guarantors) and the Trustee and that the form of the Exchange Notes will conform to that included in the applicable Indenture.

 

Based on the foregoing and subject to the qualifications set forth herein, we are of opinion as follows:

 

2



 

1.     Assuming that the Exchange 2024 Notes have been duly authorized by the Issuers, the Exchange 2024 Notes, when executed and authenticated (including the due authentication of the Exchange 2024 Notes by the Trustee) in accordance with the provisions of the 2024 Indenture and issued and delivered in exchange for the Original 2024 Notes, will constitute legal, valid and binding obligations of the Issuers entitled to the benefits of the 2024 Indenture and enforceable against the Issuers in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

 

2.     Assuming that the Exchange 2027 Notes have been duly authorized by the Issuers, the Exchange 2027 Notes, when executed and authenticated (including the due authentication of the Exchange 2027 Notes by the Trustee) in accordance with the provisions of the 2027 Indenture and issued and delivered in exchange for the Original 2027 Notes, will constitute legal, valid and binding obligations of the Issuers entitled to the benefits of the 2027 Indenture and enforceable against the Issuers in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

 

3.     The 2024 Indenture (including the 2024 Guarantees therein) has been duly authorized, executed and delivered by each Delaware Guarantor and, assuming that the 2024 Indenture (including the 2024 Guarantees therein) has been duly authorized, executed and delivered by the Issuers, each other Guarantor and the Trustee, when the Exchange 2024 Notes are executed and authenticated (including the due authentication of the Exchange 2024 Notes by the Trustee) in accordance with the provisions of the 2024 Indenture and issued and delivered in exchange for the Original 2024 Notes, each 2024 Guarantee will constitute the legal, valid and binding obligation of the applicable Guarantor enforceable against such Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

 

4.     The 2027 Indenture (including the 2027 Guarantees therein) has been duly authorized, executed and delivered by each Delaware Guarantor and, assuming that the 2027 Indenture (including the 2027 Guarantees therein) has been duly authorized, executed and delivered by the Issuers, each other Guarantor and the Trustee, when the Exchange 2027 Notes are executed and authenticated (including the due authentication of the Exchange 2027 Notes by the Trustee) in accordance with the provisions of the 2027 Indenture and issued and delivered in exchange for the Original 2027 Notes, each 2027 Guarantee will constitute the legal, valid and binding obligation of the applicable

 

3



 

Guarantor enforceable against such Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

 

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the Federal laws of the United States of America.  In particular, we do not purport to pass on any matter governed by the laws of the State of Maryland.

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

 

 

Very truly yours,

 

 

 

 

 

 

/s/ Cravath, Swaine & Moore LLP

 

 

 

 

CyrusOne LP and CyrusOne Finance Corp.

 

2101 Cedar Springs Road, Suite 900

 

Dallas, TX 75201

 

 

4



 

ANNEX A

 

Guarantors

 

State or Other Jurisdiction
of Incorporation or Organization

CyrusOne Inc.

 

Maryland

CyrusOne GP

 

Maryland

CyrusOne Foreign Holdings LLC

 

Delaware

CyrusOne LLC

 

Delaware

CyrusOne TRS Inc.

 

Delaware

Cervalis Holdings LLC

 

Delaware

Cervalis LLC

 

Delaware

CyrusOne-NC LLC

 

Delaware

CyrusOne-NJ LLC

 

Delaware

 




Exhibit 5.2

 

 

October 5, 2017

 

CyrusOne Inc.

2101 Cedar Springs Road, Suite 900

Dallas, Texas 75201

 

Re: Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

We have served as Maryland counsel to CyrusOne Inc., a Maryland corporation (the “Company”), CyrusOne LP, a Maryland limited partnership (the “Operating Partnership”), CyrusOne Finance Corp., a Maryland corporation (“FinCo” and, together with the Operating Partnership, the “Issuers”), and CyrusOne GP, a Maryland statutory trust (the “General Partner”  and, together with the Company and the Issuers, the “Maryland Notes Parties”), in connection with certain matters of Maryland law arising out of the filing of a Registration Statement (as defined below) on Form S-4 by the Issuers relating to the proposed issuance and offer to exchange (i) up to $500,000,000 in aggregate principal amount of the Issuers’ new 5.000% Senior Notes due 2024 (the “Exchange 2024 Securities”) for a like aggregate principal amount of outstanding 5.000% Senior Notes due 2024 (the “Original 2024 Securities”) and (ii) up to $300,000,000 in aggregate principal amount of the Issuers’ new 5.375% Senior Notes due 2027 (the “Exchange 2027 Securities” and, together with the Exchange 2024 Securities, the “Exchange Securities”) for a like aggregate principal amount of outstanding 5.375% Senior Notes due 2027 (the “Original 2027 Securities” and, together with the Original 2024 Securities, the “Original Securities”) and the guarantee by the Company and the General Partner (the “Exchange Securities Guarantees”) of the obligations of the Issuers under the Exchange Securities, covered by the above-referenced registration statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Issuers with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Exchange Securities and Exchange Securities Guarantees are to be issued pursuant to the Indentures (as defined herein).

 

In connection with our representation of the Maryland Notes Parties, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

 

1.            The Registration Statement, and the related form of prospectus included therein, substantially in the form in which it was transmitted to the Commission under the 1933 Act, related to the offering and guarantee of the Exchange Securities;

 



 

2.            The charter of the Company, certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

 

3.            The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

 

4.            Certificates of the SDAT as to the good standing of each of the Maryland Notes Parties, dated as of a recent date;

 

5.            The Certificate of Limited Partnership of the Operating Partnership, certified by the SDAT;

 

6.            The Amended and Restated Agreement of Limited Partnership of the Operating Partnership, certified as of the date hereof by an officer of the Company;

 

7.            The charter of FinCo, certified by the SDAT;

 

8.            The Bylaws of FinCo, certified as of the date hereof by an officer of FinCo;

 

9.            The Certificate of Trust of the General Partner, certified by the SDAT;

 

10.         The Declaration of Trust of the General Partner, certified by an officer of the Company;

 

11.         Resolutions adopted by the Board of Directors of the Company relating to authorization of (a) the sale and issuance of the Original Securities, (b) the issuance of the Exchange Securities, (c) the guarantees of the Original Securities by the Company and the General Partner and (d) the Exchange Securities Guarantees, certified as of the date hereof by an officer of the Company;

 

12.         Resolutions adopted by the Board of Directors of FinCo relating to the authorization of (a) the sale and issuance of the Original Securities and (b) the issuance of the Exchange Securities, certified as of the date hereof by an officer of FinCo;

 

13.         The Indenture (2024), dated as of March 17, 2017 (the “2024 Indenture”), by and among the Maryland Notes Parties, the other guarantors party thereto (the “Other Guarantors”) and Wells Fargo Bank, N.A., as trustee (and the Exchange Securities Guarantees set forth therein);

 

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14.         The Indenture (2027), dated as of March 17, 2017 (the “2027 Indenture” and, together with the 2024 Indenture, the “Indentures”), by and among the Maryland Notes Parties, the Other Guarantors and Wells Fargo Bank, N.A., as trustee (and the Exchange Securities Guarantees set forth therein);

 

15.         The Registration Rights Agreement (2024 Notes), dated as of March 17, 2017, by and among the Maryland Notes Parties, the Other Guarantors and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC (the “Representatives”), as representatives of the initial purchasers of the Original 2024 Securities;

 

16.         The Registration Rights Agreement (2027 Notes), dated as of March 17, 2017, by and among the Maryland Notes Parties, the Other Guarantors and the Representatives, as representatives of the initial purchasers of the Original 2027 Securities;

 

17.         A certificate executed by an officer of each of the Company and FinCo, dated as of the date hereof; and

 

18.         Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

 

In expressing the opinion set forth below, we have assumed the following:

 

1.            Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

 

2.            Each individual executing any of the Documents on behalf of a party (other than the Maryland Notes Parties) is duly authorized to do so.

 

3.            Each of the parties (other than the Maryland Notes Parties) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

 

4.            All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are genuine.  All public records reviewed or relied

 

3



 

upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

 

5.            The Exchange Securities, if and when issued, will have substantially identical terms as the applicable Original Securities and will be issued in exchange therefor as contemplated by the applicable Indenture and the Registration Statement.

 

The phrase “known to us” is limited to the actual knowledge, without independent inquiry, of the lawyers at our firm who have performed legal services in connection with the transactions covered by, and the issuance of, this opinion.

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

 

1.            Each of the Company and FinCo is a corporation duly incorporated and validly existing under the laws of the State of Maryland and is in good standing with the SDAT.

 

2.            The Operating Partnership is a limited partnership duly formed and validly existing under the laws of the State of Maryland and is in good standing with the SDAT.

 

3.            The General Partner is a statutory trust duly formed and validly existing under the laws of the State of Maryland and is in good standing with the SDAT.

 

4.            The Company has the corporate power to enter into and perform its obligations under the Indentures and, in its own capacity, to enter into and perform its obligations under the Exchange Securities Guarantees.

 

5.            The General Partner has the trust power to enter into and perform its obligations under the Indentures and to enter into and perform its obligations under the Exchange Securities Guarantees.

 

6.            FinCo has the corporate power to enter into and perform its obligations under the Indentures and the Exchange Securities.

 

7.            The Operating Partnership has the limited partnership power to enter into and perform its obligations under the Indentures and the Exchange Securities.

 

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8.            The execution and delivery by each of the Maryland Notes Parties of the Indentures (including the Exchange Securities Guarantees set forth therein) have been duly authorized by all necessary corporate, trust or limited partnership action, as applicable, on the part of the Maryland Notes Parties.

 

9.            The Indentures, including the Exchange Securities Guarantees set forth therein, have been duly authorized, executed and, so far as is known to us, delivered by the Maryland Notes Parties.

 

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law.  We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction.  The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.  We note that the Indentures are governed by the laws of the State of New York.  To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

 

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.  Cravath, Swaine & Moore LLP, counsel to the Company, may rely on this opinion in connection with their opinion of even date herewith.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

 

Very truly yours,

 

 

 

/s/ Venable LLP

 

5




Exhibit 12.1

 

RATIO OF EARNINGS TO COMBINED FIXED CHARGES FOR CYRUSONE INC.
AND CYRUSONE LP

 

 

 

Six

 

Successor

 

Predecessor

 

(dollars in
millions)

 

Months
Ended
June 30,
2017

 

Year Ended
December 31,
2016

 

Year Ended
December 31,
2015

 

Year Ended
December 31,
2014(a)

 

January 24
to
December 31,
2013 (a)

 

January 1,
2013 to
January 23,
2013 (b)

 

Year Ended
December 31,
2012 (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax income (loss) from continuing operations before adjustment for noncontrolling interests/minority interests in consolidated subsidiaries or income or loss from equity investees plus fixed charges*

 

$

3.2

 

$

75.9

 

$

27.2

 

$

30.0

 

$

30.8

 

$

(16.8

)

$

19.9

 

Fixed charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expensed and capitalized

 

38.2

 

59.4

 

47.3

 

44.1

 

42.8

 

2.6

 

44.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appropriate portion of rentals(c)

 

1.3

 

2.5

 

2.5

 

2.2

 

2.2

 

0.5

 

2.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fixed charges

 

39.5

 

61.9

 

49.8

 

46.3

 

45.0

 

3.1

 

47.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of earnings to fixed charges(d)(e)(f)(g)(h)

 

 

1.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insufficient to cover fixed charges

 

36.3

 

 

22.6

 

16.3

 

14.2

 

19.9

 

27.5

 

 


*                 Earnings used in computing the ratio of earnings to combined fixed charges consists of income from continuing operations before income taxes, adjustment for noncontrolling interests/minority interests, income/loss from equity method investees, and fixed charges except for capitalized interest.

 

(a)         Consolidated results for the year ended December 31, 2014, and the period from January 24, 2013 to December 31, 2013, are the same for both CyrusOne Inc. and CyrusOne LP.

 



 

(b)         Periods represent results of the Predecessor on a “carved-out basis” from Cincinnati Bell Inc. for all respective periods.

 

(c)          Represents the estimated portion of operating lease expense deemed to represent interest for each respective period presented.

 

(d)         For the six month period ended June 30, 2017, earnings were insufficient to cover fixed charges by $36.3 million.

 

(e)          For the years ended December 31, 2015 and 2014, earnings were insufficient to cover fixed charges by $22.6 million and $16.3 million, respectively.

 

(f)           For the period from January 24, 2013 to December 31, 2013, earnings were insufficient to cover fixed charges by $14.2 million.

 

(g)          For the period from January 1, 2013 to January 23, 2013, earnings were insufficient to cover fixed charges by $19.9 million.

 

(h)         For the year ended December 31, 2012, earnings were insufficient to cover fixed charges by $27.5 million.

 




Exhibit 21.1

 

Subsidiaries of the Registrant

(as of October 1, 2017)

 

Subsidiary Name

 

State or Country of Incorporation or
Formation

CyrusOne GP

 

Maryland

CyrusOne LP

 

Maryland

CyrusOne Finance Corp.

 

Maryland

CyrusOne LLC

 

Delaware

CyrusOne TRS Inc.

 

Delaware

CyrusOne Foreign Holdings LLC

 

Delaware

CyrusOne Government Services LLC

 

Delaware

Cervalis Holdings LLC

 

Delaware

Cervalis LLC

 

Delaware

CyrusOne-NC LLC

 

Delaware

CyrusOne-NJ LLC

 

Delaware

Cyrus One UK Holdco LLP

 

United Kingdom

Cyrus One UK Limited

 

United Kingdom

 




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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated February 24, 2017, relating to the consolidated financial statements and financial statement schedules of CyrusOne Inc. and subsidiaries and the effectiveness of CyrusOne Inc.'s and subsidiaries' internal control over financial reporting appearing in the Annual Report on Form 10-K (as amended by Amendment No. 1 on Form 10-K/A filed on February 28, 2017), of CyrusOne Inc. for the year ended December 31, 2016 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Dallas, Texas
October 5, 2017




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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in this Registration Statement on Form S-4 (the "Registration Statement") and the accompanying prospectus of our reports dated May 9, 2017, on our audits of the financial statements of 800 Cottontail, LLC (now known as CyrusOne-NJ LLC) and Sentinel NC-1, LLC (now known as CyrusOne-NC LLC) as of December 31, 2016 and for the year then ended, included as Exhibit 99.1 and Exhibit 99.2, respectively, to Amendment No. 1 to CyrusOne Inc.'s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 9, 2017 and incorporated by reference in this Registration Statement and accompanying prospectus.

        We also consent to the reference to our firm under the caption "Experts" in this Registration Statement and accompanying prospectus.

/s/ EISNERAMPER LLP

New York, NY
October 5, 2017




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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM T-1

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 


 

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

A National Banking Association

 

94-1347393

(Jurisdiction of incorporation or

 

(I.R.S. Employer

organization if not a U.S. national

 

Identification No.)

bank)

 

 

 

101 North Phillips Avenue

 

 

Sioux Falls, South Dakota

 

57104

(Address of principal executive offices)

 

(Zip code)

 

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

 


 

CyrusOne LP

CyrusOne Finance Corp.

(Exact name of obligor as specified in its charter)

 

Maryland
Maryland

 

46-0982896
61-1697505

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

2101 Cedar Springs Road, Suite 900

Dallas, Texas 75201

TELEPHONE: (972) 350-0060

(Address, Including Zip Code, and Telephone Number, Including Area

Code, of Registrant’s Principal Executive Offices)

 

5.000% Senior Notes due 2024

And Guarantees of 5.000% Senior Notes due 2024

5.375% Senior Notes due 2027

And Guarantees of 5.375% Senior Notes due 2027

Guarantors(1)(2)

 

Exact Name of Guarantor as
Specified in its Charter

 

State or Other
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification
Number

CyrusOne Inc.

 

Maryland

 

46-0691837

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-NJ LLC

 

Delaware

 

80-0458789

CyrusOne-NC LLC

 

Delaware

 

30-0750860

 


(1)         Address, including zip code, and telephone number, including area code, of each Additional Registrant Guarantor’s Principal Executive Offices is 2101 Cedar Springs Road, Suite 900, 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., 2101 Cedar Springs Road, Suite 900, Dallas, TX 75201, (972) 350-0060.

 

 

 



 

Item 1.         General Information.  Furnish the following information as to the trustee:

 

(a)                                 Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of the Currency

Treasury Department

Washington, D.C.

 

Federal Deposit Insurance Corporation

Washington, D.C.

 

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

(b)                                 Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2.         Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None with respect to the trustee.

 

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

 

Item 15.  Foreign Trustee.                                                      Not applicable.

 

Item 16.  List of Exhibits.                                                       List below all exhibits filed as a part of this Statement of Eligibility.

 

Exhibit 1.                                            A copy of the Articles of Association of the trustee now in effect.*

 

Exhibit 2.                                            A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.**

 

Exhibit 3.                                            A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.**

 

Exhibit 4.                                            Copy of Amended and Restated By-laws of the trustee as now in effect.**

 

Exhibit 5.                                            Not applicable.

 

Exhibit 6.                                            The consent of the trustee required by Section 321(b) of the Act.

 

Exhibit 7.                &#