CyrusOne Inc. Announces Tender Offer and Consent Solicitation
In conjunction with the Tender Offer, the Issuers have also commenced a
solicitation of consents (the "Consent Solicitation") to amend the
indenture governing the Notes to reduce the notice requirements for
optional redemption from 30 days to 3 business days, eliminate
substantially all of the restrictive covenants and several events of
default and to eliminate or modify certain other provisions contained in
the indenture governing the Notes. The Tender Offer and Consent
Solicitation (together, the "Offer") are being made upon the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement (the "Offer to Purchase and Consent Solicitation"), dated
Holders of the Notes are urged to carefully read the Offer Materials before making any decision with respect to the Offer.
The following table summarizes certain material terms of the Offer:
|CUSIP Number||Outstanding Principal Amount||Title of Security||Early Redemption Date||Fixed Spread||Reference Security||
|CUSIP No. 23283PAB0||
||6.375% Senior Notes due 2022||
Holders who validly tender their Notes and deliver their consents
pursuant to the Consent Solicitation on or prior to
Holders who properly tender their Notes after the Consent Payment
Deadline and on or prior to the Offer Expiration Time (as defined
below), and who do not validly withdraw their Notes, will be eligible to
receive an amount equal to the Total Consideration less the
The Offer will expire at
In addition, accrued and unpaid interest up to, but not including, the payment date of the Notes will be payable in cash on all validly tendered and accepted Notes.
The Company's obligation to accept for purchase and to pay for any Notes validly tendered or consents delivered pursuant to the Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation. Notes tendered and consents delivered pursuant to the Offer may be withdrawn at any time before the Consent Payment Deadline.
The Company expressly reserves the right, in its sole discretion, subject to applicable law, to (i) terminate or withdraw the Offer at any time and not accept for purchase any Notes or consents, (ii) waive any or all of the conditions of the Offer, in whole or in part, at any time prior to the Offer Expiration Time and from time to time, (iii) extend the Offer Expiration Time or the Consent Payment Deadline or (iv) otherwise amend the Offer in any respect. If the Company makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition of the Offer, the Company will disseminate additional offering materials and extend the Offer to the extent required by law. Until the Offer Expiration Time, no assurance can be given that the Offer will be completed.
The Issuers expect to redeem any and all of the Notes not tendered by issuing a notice of redemption on the date of the Consent Payment Deadline. Nothing in this press release should be construed as a notice of redemption with respect to the Notes.
The Company has retained
None of the Company, the Dealer Manager, the Information Agent or the Tender Agent makes any recommendation in connection with the Offer. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is neither an
offer to purchase or sell nor a solicitation of an offer to purchase or
sell any securities. The Offer is being made solely by means of the
Offer to Purchase and Consent Solicitation dated
Safe Harbor Note
This release contains forward-looking statements regarding future events
and our future results that are subject to the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, are statements that could be
deemed forward-looking statements. These statements are based on current
expectations, estimates, forecasts, and projections about the industries
in which we operate and the beliefs and assumptions of our management.
Words such as "expects," "anticipates," "predicts," "projects,"
"intends," "plans," "believes," "seeks," "estimates," "continues,"
"endeavors," "strives," "may," variations of such words and similar
expressions are intended to identify such forward-looking statements. In
addition, any statements that refer to projections of our future
financial performance, our anticipated growth and trends in our
businesses, and other characterizations of future events or
circumstances are forward-looking statements. Readers are cautioned
these forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties, which could
cause our actual results to differ materially and adversely from those
reflected in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those
discussed in this release and those discussed in other documents we file
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