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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CyrusOne Inc | NASDAQ:CONE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 90.36 | 99.55 | 90.30 | 0 | 01:00:00 |
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Items of Business:
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1.
To consider and vote on a proposal to approve the merger (the “merger”) of Cavalry Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), with and into CyrusOne Inc., a Maryland corporation (the “Company” or “CyrusOne”), with the Company surviving the merger, in accordance with the terms of the Agreement and Plan of Merger, dated as of November 14, 2021 (the “merger agreement”), by and among Cavalry Parent L.P., a Delaware limited partnership (“Parent”), Merger Sub and the Company, the merger agreement and the other transactions contemplated by the merger agreement, which proposal we refer to as the “merger proposal”.
2.
To consider and vote on a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to our named executive officers in connection with the consummation of the merger, which proposal we refer to as the “advisory compensation proposal”.
3.
To consider and vote on a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to approve the merger proposal, which proposal we refer to as the “adjournment proposal”.
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Record Date:
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| | Only CyrusOne stockholders of record at the close of business on December 23, 2021 — the record date for the special meeting — will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. | |
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General:
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| | The merger proposal must be approved by the affirmative vote of the holders of common stock entitled to cast a majority of all the votes entitled to be cast on the matter. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of common stock or vote at the virtual special meeting, fail to instruct your broker on how to vote, or abstain from the merger proposal, it will have the same effect as a vote against the merger proposal. Accordingly, your vote is very important regardless of the number of shares of common stock that you own. Whether or not you plan to attend the virtual special meeting, we request that you vote your shares of common stock by either marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope or following the voting instructions on the enclosed proxy card to vote by telephone or through the internet. If you attend the virtual special meeting and you are a CyrusOne stockholder of record at the close of business on the record date, you may continue to have your shares of common stock voted as instructed in your proxy, or you may withdraw your proxy and vote your shares of common stock at the virtual special meeting. If you fail to authorize a proxy to vote your shares or to vote at the virtual special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of common stock that you own will not be counted for purposes of determining whether a quorum is present at the virtual special meeting and will have the same effect | |
| | | | as a vote “AGAINST” the merger proposal. | |
| | | | The approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote of a majority of the votes cast on the proposal. Assuming a quorum is present, if you fail to authorize a proxy to vote your shares of common stock or vote at the virtual special meeting, or fail to instruct your broker on how to vote, it will have no effect on the outcome of these proposals. Abstentions will not be considered votes cast and therefore will have no effect on the outcome of the advisory compensation proposal or the adjournment proposal. | |
| | | | Any proxy may be revoked at any time prior to its exercise by delivery of a properly executed, later-dated proxy card, by authorizing your proxy or voting instructions by telephone or through the internet at a later date than your previously authorized proxy, by submitting a written revocation of your proxy to our Corporate Secretary, or by voting at the virtual special meeting. Attendance at the virtual special meeting alone will not be sufficient to revoke a previously authorized proxy. | |
| | | | For more information concerning the virtual special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto. | |
| | | | As permitted by Maryland law, our charter provides that holders of common stock may not exercise any appraisal rights, dissenters’ rights or the rights of an objecting stockholder to receive the fair value of their shares in connection with a merger unless the board of directors of the Company (the “Board”), upon the affirmative vote of a majority of the Board, determines that such rights apply. The Board has made no such determination. In addition, because shares of our common stock are listed on the NASDAQ Global Select Market as of the record date for determining stockholders entitled to vote at the special meeting, our stockholders who object to the merger do not have any appraisal rights, dissenters’ rights or the rights of an objecting stockholder under the Maryland General Corporation Law in connection with the merger. | |
| | | | The Board has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board unanimously (i) authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the merger and the other transactions contemplated by the merger agreement, (ii) declared that the merger is advisable and in the best interests of the Company and of stockholders of the Company on substantially the terms and conditions set forth in the merger agreement, (iii) directed that the merger be submitted for consideration at the special meeting and (iv) recommended that the stockholders of the Company approve the merger. | |
| | | | Accordingly, the Board recommends a vote “FOR” the merger proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. | |
| | | | Whether or not you plan to attend the virtual special meeting, we want to make sure your shares are represented at the meeting. You may cast your vote by authorizing your proxy in advance of the virtual special meeting by internet, telephone or mail. | |
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| | | | | A-1 | | | |
| | | | | B-1 | | |
($ millions)
|
| |
Fiscal Year ending December 31,
|
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2021E
|
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2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |||||||||||||||||
Revenue
|
| | | $ | 1,124 | | | | | $ | 1,285 | | | | | $ | 1,455 | | | | | $ | 1,615 | | | | | $ | 1,799 | | |
Net Operating Income(1)
|
| | | $ | 667 | | | | | $ | 754 | | | | | $ | 855 | | | | | $ | 947 | | | | | $ | 1,052 | | |
Adjusted EBITDA(2)
|
| | | $ | 582 | | | | | $ | 667 | | | | | $ | 765 | | | | | $ | 855 | | | | | $ | 958 | | |
Normalized FFO(3)
|
| | | $ | 491 | | | | | $ | 564 | | | | | $ | 646 | | | | | $ | 717 | | | | | $ | 801 | | |
($ millions)
|
| |
Fiscal Year ending December 31,
|
| |||||||||||||||||||||||||||
|
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |||||||||||||||||
Capital Expenditures
|
| | | $ | (1,070) | | | | | $ | (1,623) | | | | | $ | (1,478) | | | | | $ | (1,235) | | | | | $ | (1,294) | | |
($ millions)
|
| |
Fiscal Year ending December 31,
|
| |||||||||||||||||||||
|
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| ||||||||||||||
Unlevered Free Cash Flow
|
| | | $ | (43)(1) | | | | | $ | (1,026) | | | | | $ | (800) | | | | | $ | (471) | | |
Valuation Methodology
|
| |
Selected
Company Average |
| |
Applied Multiple
|
| |
Implied Price Per Share of
Common Stock |
| ||||||||||||
|
Low
|
| |
High
|
| |
Low
|
| |
High
|
| |||||||||||
AV / 2022E EBITDA
|
| |
24.4x
|
| |
19.0x
|
| |
21.0x
|
| | | $ | 74.40 | | | | | $ | 84.58 | | |
P / 2022E FFO
|
| |
24.1x
|
| |
16.0x
|
| |
20.0x
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| | | $ | 67.89 | | | | | $ | 84.86 | | |
|
Transaction Announcement Date
|
| |
Acquiror
|
| |
Target
|
|
| June 7, 2021 | | | Blackstone REIT Operating Partnership; The Blackstone Group Inc. | | | QTS Realty Trust, Inc. | |
| October 29, 2019 | | | Digital Realty Trust, Inc. | | | InterXion Holding N.V. | |
| May 8, 2019 | | | Digital Colony Partners / EQT Infrastructure IV Fund | | | Zayo Group Holdings, Inc. | |
|
Transaction Announcement Date
|
| |
Acquiror
|
| |
Target
|
|
| April 29, 2021 | | | Realty Income Corporation | | | VEREIT, Inc. | |
| October 27, 2019 | | | Prologis, L.P. | | | Liberty Property Trust | |
| July 31, 2018 | | | Brookfield Asset Management Inc. | | | Forest City Realty Trust, Inc. | |
| April 29, 2018 | | | Prologis, Inc. | | | DCT Industrial Trust Inc. | |
| November 13, 2017 | | |
Brookfield Property Partners L.P.
|
| | GGP Inc. (nka: Brookfield Property REIT Inc.) | |
| November 8, 2015 | | | Weyerhaeuser Company | | | Plum Creek Timber Co. Inc. | |
| October 8, 2015 | | | Blackstone Real Estate Advisors; Blackstone Real Estate Partners VIII, L.P. | | | BioMed Realty Trust Inc. | |
| October 23, 2013 | | | American Realty Capital Properties, Inc. (nka: VEREIT, Inc.) | | | Cole Real Estate Investments, Inc. | |
Name(1)
|
| |
Company
RSUs(2)($) |
| |
LTIP Units(2)
($) |
| |
Total ($)
|
| |||||||||
Executive Officers | | | | | | | | | | | | | | | | | | | |
David Ferdman
|
| | | | — | | | | | | — | | | | | | — | | |
Katherine Motlagh
|
| | | | — | | | | | | 2,994,374 | | | | | | 2,994,374 | | |
John Hatem
|
| | | | — | | | | | | 3,293,476 | | | | | | 3,293,476 | | |
Robert Jackson
|
| | | | 1,964,574 | | | | | | 2,694,638 | | | | | | 4,659,212 | | |
Former Executive Officers(3)
|
| | | | 7,056,014 | | | | | | 2,555,901 | | | | | | 9,611,915 | | |
Name(1)
|
| |
Cash ($)(2)
|
| |
Equity ($)(3)
|
| |
Perquisites /
Benefits ($)(4) |
| |
Total ($)
|
| ||||||||||||
David Ferdman
|
| | | | 4,000,000 | | | | | | — | | | | | | — | | | | | | 4,000,000 | | |
Katherine Motlagh
|
| | | | 2,759,485 | | | | | | 2,994,374 | | | | | | 26,099 | | | | | | 5,779,958 | | |
John Hatem
|
| | | | 3,033,537 | | | | | | 3,293,476 | | | | | | 24,464 | | | | | | 6,351,477 | | |
Robert Jackson
|
| | | | 2,784,993 | | | | | | 4,659,212 | | | | | | 25,689 | | | | | | 7,469,894 | | |
Name
|
| |
Severance ($)
|
| |
Pro-Rata Bonus ($)
|
| |
Deal Retention
Bonus ($) |
| |
Total ($)
|
| ||||||||||||
David Ferdman
|
| | | | — | | | | | | — | | | | | | 4,000,000 | | | | | | 4,000,000 | | |
Katherine Motlagh
|
| | | | 2,011,540 | | | | | | 247,945 | | | | | | 500,000 | | | | | | 2,759,485 | | |
John Hatem
|
| | | | 1,810,386 | | | | | | 223,151 | | | | | | 1,000,000 | | | | | | 3,033,537 | | |
Robert Jackson
|
| | | | 1,589,117 | | | | | | 195,877 | | | | | | 1,000,000 | | | | | | 2,784,993 | | |
Name
|
| |
Time-Based
Vesting ($) |
| |
Performance-Based
Vesting ($) |
| |
Total ($)
|
| |||||||||
Katherine Motlagh
|
| | | | 260,369 | | | | | | 2,734,005 | | | | | | 2,994,374 | | |
John Hatem
|
| | | | 286,342 | | | | | | 3,007,134 | | | | | | 3,293,476 | | |
Robert Jackson
|
| | | | 234,305 | | | | | | 4,424,907 | | | | | | 4,659,212 | | |
Name of Beneficial Owner
|
| |
Number of Shares of
Common Stock Beneficially Owned |
| |
Percent of
Common Stock |
| ||||||
Holders of 5% or more of Common Stock: | | | | | | | | | | | | | |
The Vanguard Group(1)
|
| | | | 16,775,985 | | | | | | 13.0% | | |
BlackRock, Inc.(2)
|
| | | | 14,064,008 | | | | | | 10.9% | | |
Cohen & Steers, Inc. and affiliates(3)
|
| | | | 12,169,565 | | | | | | 9.4% | | |
Directors and Executive Officers: | | | | | | | | | | | | | |
David Ferdman
|
| | | | 98,137 | | | | | | * | | |
Katherine Motlagh(4)
|
| | | | 13,110 | | | | | | * | | |
John Hatem(5)
|
| | | | 1,582 | | | | | | * | | |
Robert Jackson(6)
|
| | | | 48,638 | | | | | | * | | |
Bruce W. Duncan(7)
|
| | | | 10,116 | | | | | | * | | |
Gary J. Wojtaszek(8)
|
| | | | — | | | | | | * | | |
Venkatesh S. Durvasula(9)
|
| | | | 110,000 | | | | | | * | | |
Diane M. Morefield(10)
|
| | | | 35,421 | | | | | | * | | |
Kevin L. Timmons(11)
|
| | | | — | | | | | | * | | |
John W. Gamble, Jr.(12)
|
| | | | 26,211 | | | | | | * | | |
T. Tod Nielsen(13)
|
| | | | 23,981 | | | | | | * | | |
Denise Olsen(14)
|
| | | | — | | | | | | * | | |
Alex Shumate(15)
|
| | | | 34,475 | | | | | | * | | |
William E. Sullivan(16)
|
| | | | 35,475 | | | | | | * | | |
Lynn A. Wentworth(17)
|
| | | | 24,827 | | | | | | * | | |
All directors and executive officers as a group (10 persons, but not including any former executive officer)
|
| | | | 461,973 | | | | | | 0.4% | | |
| | |
High
|
| |
Low
|
| |
Quarterly Dividend
|
| |||||||||
2021 | | | | | | | | | | | | | | | | | | | |
October 1, 2021 through December 27, 2021
|
| | | $ | 90.00 | | | | | $ | 74.35 | | | | | | — | | |
Third quarter
|
| | | $ | 80.82 | | | | | $ | 69.32 | | | | | $ | 0.52 | | |
Second quarter
|
| | | $ | 82.69 | | | | | $ | 66.90 | | | | | $ | 0.51 | | |
First quarter
|
| | | $ | 76.86 | | | | | $ | 61.64 | | | | | $ | 0.51 | | |
2020 | | | | | | | | | | | | | | | | | | | |
Fourth quarter
|
| | | $ | 81.53 | | | | | $ | 64.01 | | | | | $ | 0.51 | | |
Third quarter
|
| | | $ | 86.77 | | | | | $ | 68.81 | | | | | $ | 0.51 | | |
Second quarter
|
| | | $ | 78.08 | | | | | $ | 57.58 | | | | | $ | 0.50 | | |
First quarter
|
| | | $ | 70.00 | | | | | $ | 43.72 | | | | | $ | 0.50 | | |
2019 | | | | | | | | | | | | | | | | | | | |
Fourth quarter
|
| | | $ | 79.65 | | | | | $ | 60.19 | | | | | $ | 0.50 | | |
Third quarter
|
| | | $ | 79.73 | | | | | $ | 55.21 | | | | | $ | 0.50 | | |
Second quarter
|
| | | $ | 64.00 | | | | | $ | 51.90 | | | | | $ | 0.46 | | |
First quarter
|
| | | $ | 58.04 | | | | | $ | 48.94 | | | | | $ | 0.46 | | |
2018 | | | | | | | | | | | | | | | | | | | |
Fourth quarter
|
| | | $ | 64.11 | | | | | $ | 50.26 | | | | | $ | 0.46 | | |
Third quarter
|
| | | $ | 69.01 | | | | | $ | 57.86 | | | | | $ | 0.46 | | |
Second quarter
|
| | | $ | 59.46 | | | | | $ | 48.61 | | | | | $ | 0.46 | | |
First quarter
|
| | | $ | 59.65 | | | | | $ | 43.49 | | | | | $ | 0.46 | | |
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Term
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Section
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|
| Acceptable Confidentiality Agreement | | | Section 5.02(f) | |
| Action | | | Section 3.07 | |
| Adverse Recommendation Change | | | Section 5.02(d) | |
| Agreement | | | Preamble | |
| Announcement | | | Section 5.05 | |
| Antitrust Laws | | | Section 5.03(a) | |
| Applicable Jurisdictions | | | Section 6.01(a) | |
| Articles of Merger | | | Section 1.03 | |
| Balance Sheet Date | | | Section 3.05(c) | |
| Bankruptcy and Equity Exception | | | Section 3.03(a) | |
| Book-Entry Share | | | Section 2.01(c) | |
| Capital Expenditure Budget | | | Section 3.15(h) | |
| Capitalization Date | | | Section 3.02(a) | |
| CBA | | | Section 3.11(a) | |
| Certificate | | | Section 2.01(c) | |
| Claim | | | Section 5.07(b) | |
| Closing | | | Section 1.02 | |
| Closing Date | | | Section 1.02 | |
| Closing Year Bonus | | | Section 5.09(e) | |
| Code | | | Section 2.02(g) | |
| Company | | | Preamble | |
| Company Acquisition Agreement | | | Section 5.02(d) | |
| Company Board Recommendation | | | Section 3.03(b) | |
| Company Common Stock | | | Section 2.01 | |
| Company Disclosure Letter | | | Article III | |
| Company Equity Awards | | | Section 2.05 | |
| Company ESPP | | | Section 2.06 | |
| Company Financial Statements | | | Section 3.05(b) | |
| Company Insurance Policies | | | Section 3.17 | |
| Company Preferred Stock | | | Section 3.02(a) | |
| Company PSU | | | Section 2.03(d) | |
| Company Related Parties | | | Section 7.03(e) | |
| Company Restricted Share | | | Section 2.03(b) | |
| Company RSU | | | Section 2.03(c) | |
| Company SEC Documents | | | Section 3.05(a) | |
| Company Securities | | | Section 3.02(c) | |
|
Term
|
| |
Section
|
|
| Company Space Leases | | | Section 3.15(g) | |
| Company Stock Option | | | Section 2.03(a) | |
| Company Stockholder Approval | | | Section 3.03(c) | |
| Company Stockholders’ Meeting | | | Section 5.15(c) | |
| Company Termination Fee | | | Section 7.03(a) | |
| Confidentiality Agreements | | | Section 5.06 | |
| Continuing Employee | | | Section 5.09(a) | |
| Contract | | | Section 3.03(d) | |
| Debt Commitment Letter | | | Section 4.05 | |
| Debt Financing | | | Section 4.05 | |
| Department | | | Section 1.03 | |
| Development Property | | | Section 3.15(d) | |
| DLLCA | | | Recitals | |
| DOJ | | | Section 5.03(c) | |
| DPA | | | Section 4.15 | |
| DSOS | | | Section 1.03 | |
| Effective Time | | | Section 1.03 | |
| Environmental Laws | | | Section 3.12 | |
| Equity Financing | | | Section 4.05 | |
| Equity Funding Letters | | | Section 4.05 | |
| Exchange Act | | | Section 3.04 | |
| Exchange Fund | | | Section 2.02(a) | |
| Filed SEC Documents | | | Article III | |
| Financing | | | Section 4.05 | |
| Financing Letters | | | Section 4.05 | |
| FTC | | | Section 5.03(c) | |
| Guarantee | | | Section 4.06 | |
| Guarantor | | | Recitals | |
| Indebtedness | | | Section 5.01(b)(ii) | |
| Indemnitee | | | Section 5.07(a) | |
| Indemnitees | | | Section 5.07(a) | |
| Intervening Event | | | Section 5.02(i) | |
| IT Systems | | | Section 3.13(e) | |
| Joint Venture Entities | | | Section 3.02(e) | |
| Judgment | | | Section 3.07 | |
| Laws | | | Section 3.08(a) | |
| Liability Limitation | | | Section 7.03(f)(i) | |
| Material Contract | | | Section 3.16(a) | |
| Maximum Amount | | | Section 5.07(c) | |
| Merger | | | Recitals | |
| Merger Certificate | | | Section 1.03 | |
| Merger Consideration | | | Section 2.01(c) | |
| Merger Sub | | | Preamble | |
|
Term
|
| |
Section
|
|
| MGCL | | | Recitals | |
| NASDAQ | | | Section 3.04 | |
| Operating Budget | | | Section 3.15(h) | |
| Other Regulatory Approvals | | | Section 3.04 | |
| Outside Date | | | Section 7.01(b)(i) | |
| Owned Real Property | | | Section 3.15(a)(i) | |
| Parent | | | Preamble | |
| Parent Disclosure Letter | | | Article IV | |
| Parent Related Parties | | | Section 7.03(d) | |
| Parent Termination Fee | | | Section 7.03(b) | |
| Parent Termination Fee Amount | | | Section 7.03(g)(i) | |
| Paying Agent | | | Section 2.02(a) | |
| Permits | | | Section 3.08(a) | |
| Pre-Stabilized Property | | | Section 3.15(c) | |
| Proxy Statement | | | Section 3.04 | |
| Qualifying Income | | | Section 7.03(g)(i) | |
| Rent Rolls | | | Section 3.15(g) | |
| Required Financial Information | | | Section 5.04(c) | |
| Restraints | | | Section 6.01(a) | |
| Sarbanes-Oxley Act | | | Section 3.05(a) | |
| SEC | | | Section 3.04 | |
| Securities Act | | | Section 3.02(d) | |
| Solvent | | | Section 4.07 | |
| Superior Proposal | | | Section 5.02(h) | |
| Surviving Corporation | | | Section 1.01 | |
| Takeover Law | | | Section 3.14(b) | |
| Takeover Proposal | | | Section 5.02(g) | |
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