SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
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ITEM 8.01 – OTHER EVENTS
On May 12, 2021, CyrusOne Europe Finance DAC (the “Issuer”), a designated activity company organized under the laws of Ireland and an indirect subsidiary of CyrusOne Inc., a Maryland corporation (the “Company”), commenced an offering of Euro-denominated senior notes due 2028 (the “Notes”). The Notes will be senior unsecured obligations of the Issuer and guaranteed by the Company and CyrusOne LP, a Maryland limited partnership and the Company’s operating partnership (the “Operating Partnership”). The Issuer is wholly owned by the Operating Partnership.
The Notes will be offered only outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to United States persons (within the meaning of Regulation S under the Securities Act) absent registration or an applicable exemption from registration requirements. The final terms of the Notes will be determined at the time of pricing. Consummation of the offering of Notes is subject to market and other conditions.
The Issuer intends to loan proceeds from the Notes to the Operating Partnership, and the Operating Partnership intends to use such proceeds to repay certain Euro denominated borrowings under its revolving credit facility and for general corporate purposes. The Company intends to also allocate an amount equal to the net proceeds from the Notes to finance or refinance a portfolio of existing or future green building, renewable energy, energy efficiency, sustainable water and wastewater management, pollution prevention and control and clean transportation projects or assets.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In addition, this report is neither an offer to purchase, nor the solicitation of an offer to sell, any securities.
Safe Harbor Note
This release contains forward-looking statements which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. 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 the Company operates and the beliefs and assumptions of the Company’s 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 the Company’s future financial performance, the Company’s anticipated growth and trends in the Company’s 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 the Company’s 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 the Company files with the SEC. More information on potential risks and uncertainties is available in the Company’s recent filings with the SEC, including the Company’s Form 10-K report, Form 10-Q reports, and Form 8-K reports. The Company disclaims any obligation other than as required by law to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors or for new information, data or methods, future events or other changes.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: May 12, 2021||By:||/s/ Robert M. Jackson|
|Robert M. Jackson|
|Executive Vice President, General Counsel and Secretary|