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EX-1.1 - EX-1.1 - CyrusOne Inc.a15-7748_3ex1d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): March 31, 2015

 


 

CYRUSONE INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

 

Maryland

 

001-35789

 

46-0691837

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1649 West Frankford Road

Carrollton, TX 75007

(Address of Principal Executive Office)

 

Registrant’s telephone number, including area code: (972) 350-0060

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 1.01 — Entry into a Material Definitive Agreement.

 

In connection with its previously announced public offering of 14,260,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), on March 31, 2015, CyrusOne Inc., a Maryland corporation (the “Company”), CyrusOne GP, a Maryland statutory trust (the “General Partner”) and CyrusOne LP, a Maryland limited partnership (the “Operating Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters specified therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters up to 14,260,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-194770). The above summary is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

 

ITEM 9.01 — Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated March 31, 2015, by and among CyrusOne Inc., CyrusOne GP, CyrusOne LP and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters specified therein.

 

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SIGNATURES

 

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.

 

 

 

CYRUSONE INC.

 

 

 

 

Date: April 6, 2015

By:

/s/ Thomas W. Bosse

 

 

Thomas W. Bosse

 

 

Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated March 31, 2015, by and among CyrusOne Inc., CyrusOne GP, CyrusOne LP and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters specified therein.

 

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