CYXTERA TECHNOLOGIES, INC. Item 2.01. Completion of Acquisition or Disposition of Assets.
FORM 10 INFORMATIONSecurity Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to us regarding the beneficial ownership of our Common Stock immediately following consummation of the Transactions by:
• each person who is the beneficial owner of more than 5% of the
outstanding shares of our Common Stock;
• each of our named executive officers and directors; and
• all of our executive officers and directors as a group.
Beneficial ownership is determined according to the rules of the SEC , which
generally provide that a person has beneficial ownership of a security if he,
she or it possesses sole or shared voting or investment power over that
security, including options and warrants that are currently exercisable or
exercisable within 60 days. Except as described in the footnotes below and
subject to applicable community property laws and similar laws, we believe that
each person listed above has sole voting and investment power with respect to
such shares. Unless otherwise noted, the address of each beneficial owner is c/o
Cyxtera Technologies, Inc. , BAC Colonnade Office Towers , 2333 Ponce de Leon
Boulevard , Suite 900, Coral Gables, Florida 33134.
The beneficial ownership of our Class A common stock is based on 165,978,740
shares of Class A common stock issued and outstanding immediately following
consummation of the Transactions, including the redemption of public shares, the
issuance of shares as part of the Forward-Purchase and the consummation of the
PIPE Investment , all as described in the Original Form 8-K.
Beneficial Ownership Table
Number of Shares of Class A
Common Stock Beneficially Percentage of Outstanding Class A
Name of Beneficial Owner(1) Owned Common Stock
5% Stockholders:
SIS Holdings LP(1)(2)(7) 109,850,000 64.7 %
SVAC Sponsor LLC(3)(7) 16,203,840 9.4 %
Starboard Value LP (4)(5)(6) 22,130,128 12.9 %
Directors and Executive Officers:
Fahim Ahmed - -
John W. Diercksen - -
Michelle Felman 30,000 *
Melissa Hathaway - -
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Jeffrey Smith(5)(6) 22,130,128 12.9 % Raymond Svider - - Manuel D. Medina(2) 109,850,000 64.7 % Gregory Waters - - Nelson Fonseca - - Randy Rowland - - Carlos Sagasta - - Victor Semah - - Leo Taddeo - - Directors and executive officers as a group (13 individuals) 132,010,128 77.6 % * Less than 1%. (1)SIS Holdings LP is the record holder of 106,100,000 shares of Class A common stock and has the right to acquire 3,750,000 shares of Class A common stock within 60 days pursuant to an optional share purchase agreement. The general partner ofSIS Holdings LP isSIS Holdings GP LLC , which is managed by a board of directors, a majority of which is appointed byBCEC Cyxtera Technologies Holdings (Guernsey) L.P. The general partners ofBCEC Cyxtera Technologies Holdings (Guernsey) L.P. areCIE Management IX Limited andBCEC Management X Limited , which are controlled by the board of directors, which are appointed byBC Partners Group Holdings Limited , which is a majority-owned subsidiary ofBC Partners Holdings Limited , which is controlled byLee Clark ,Karen Jamieson , Mark Rodliffe andNikos Stathopoulos . As a result, each of the foregoing entities may be deemed to share voting and investment power over the shares of Class A common stock held bySIS Holdings LP . The business address ofSIS Holdings LP andSIS Holdings GP LLC is2333 Ponce De Leon Boulevard , Suite 900,Coral Gables, Florida 33134. The business address ofBC Partners Holdings Ltd. andBC Partners Group Holdings Ltd. is West Wing, Floor 2, Trafalgar Court, Les Banques,St. Peter, Port Guernsey . The business address of BCEC -Cyxtera Technologies Holdings (Guernsey) L.P. ,BCEC Management X Ltd. andCIE Management IX Ltd. is Arnold House P.O. Box 273, St. Julian's Avenue,St. Peter, Port Guernsey . (2) Medina Capital Fund II -SIS Holdco, L.P. maintains the right (subject to certain conditions) to elect one ofBCEC Cyxtera Technologies Holdings (Guernsey) L.P.'s designees to the Board of Directors ofCyxtera and a negative consent right over the disposition of the Class A common stock held bySIS Holdings LP .Medina Capital Fund II-SIS Holdco GP, LLC is the general partner of Medina Capital Fund II -SIS Holdco, L.P. , which is ultimately controlled byManuel D. Medina . As a result,Mr. Medina and each of the foregoing entities may be deemed to share voting and investment power over the shares of Class A common stock held bySIS Holdings LP . (3)SVAC Manager LLC , aDelaware limited liability company, is the manager ofSVAC Sponsor LLC .SVAC Sponsor LLC's business address is777 Third Avenue , 18th Floor,New York, New York 10017. (4)Starboard Value LP , as the investment manager of Starboard Value andOpportunity Master Fund Ltd ("Starboard V&O Fund "),Starboard Value and Opportunity C LP ("Starboard C LP "),Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"),Starboard X Master Fund Ltd ("Starboard X Master") and a certain managed account ("Starboard Value LP Account") and the manager ofStarboard Value and Opportunity S LLC ("Starboard S LLC "), may be deemed the beneficial owner of the (i) 12,384,694 shares of Class A common stock beneficially owned byStarboard V&O Fund , (ii) 2,189,382 shares of Class A common stock beneficially owned byStarboard S LLC , (iii) 1,301,928 shares of Class A common stock beneficially owned byStarboard C LP , (iv) 1,001,486 shares of Class A common stock owned by Starboard L Master, (v) 1,722,647 shares of Class A common stock owned by Starboard X Master and (vi) 3,529,991 shares of Class A common stock through the Starboard Value LP Account.Starboard Value LP disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The business address ofStarboard Value LP is777 Third Avenue , 18th Floor,New York, New York 10017. (5)Jeffrey C. Smith may be deemed to beneficially own 22,130,128 shares of Class A common stock because he is a member ofStarboard Value GP, LLC , which is the general partner ofStarboard Value LP , and, therefore, may be deemed to direct the voting and dispositive decisions ofStarboard Value LP with respect to such Class A common stock.Mr. Smith disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The business address ofMr. Smith andStarboard Value LP is777 Third Avenue , 18th Floor,New York, New York 10017. (6) These shares of Class A common stock reported as beneficially owned include shares of Class A common stock that may be received upon exercise of warrants or through the optional share purchase agreement within 60 days. (7) Pursuant to the stockholder's agreement,SVAC Sponsor LLC andSIS Holdings LP may be deemed to be a group. IfSVAC Sponsor LLC andSIS Holdings LP were a group, such group would be deemed to beneficially own 126,053,840, or 74.3%, of the outstanding Class A Common Stock.
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements of businesses acquired.
LegacyCyxtera's consolidated statements of operations, comprehensive loss, changes in shareholder's equity and cash flows for the years endedDecember 31, 2020 , 2019 and 2018, the consolidated balance sheets as ofDecember 31, 2020 and 2019, and the related notes to the financial statements, are set forth in the Proxy Statement beginning on page F-76 and incorporated herein by reference. LegacyCyxtera's unaudited condensed consolidated statements of operations, comprehensive loss, changes in shareholder's equity and cash flows for the three months endedMarch 31, 2021 and 2020, the condensed consolidated balance sheet as ofMarch 31, 2021 , and the notes related thereto, are set forth in the Proxy Statement beginning on page F-52 and incorporated herein by reference.Cyxtera's unaudited condensed consolidated statements of operations, comprehensive loss, changes in shareholder's equity and cash flows for the three and six months endedJune 30, 2021 and 2020, the condensed consolidated balance sheet as ofJune 30, 2021 , and the notes related thereto, are set forth in Exhibit 99.2 and incorporated herein by reference. 3
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SVAC's audited condensed consolidated balance sheets as ofDecember 31, 2020 (As Restated) andDecember 31, 2019 , the related statements of operations, changes in stockholders' equity and cash flows for the year endedDecember 31, 2020 (As Restated) and for the period fromNovember 14, 2019 (inception) throughDecember 31, 2019 , and the notes related thereto are set forth in the Proxy Statement beginning on page F-26 and incorporated herein by reference. SVAC's unaudited condensed consolidated balance sheet as ofMarch 31, 2021 , the related unaudited condensed consolidated statements of operations, changes in stockholders' equity and cash flows for the three months endedMarch 31, 2021 and 2020, and the notes related thereto are set forth in the Proxy Statement beginning on page F-2 and incorporated herein by reference. SVAC's unaudited condensed consolidated balance sheet as ofJune 30, 2021 , the related unaudited condensed consolidated statements of operations, changes in stockholders' equity and cash flows for the three and six months endedJune 30, 2021 and 2020, and the notes related thereto are set forth in the Form 10-Q for the quarterly period endedJune 30, 2021 filed by SVAC onJuly 29, 2021 , and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial statements of the Company as ofJune 30, 2021 and for the six months endedJune 30, 2021 and for the year endedDecember 31, 2020 , is filed as Exhibit 99.3 and incorporated herein by reference. (d) Exhibits. Incorporated by Reference Exhibit Number Description Form Exhibit Filing Date 2.1* Agreement and Plan of Merger, dated as ofFebruary 21, 2021 , by and amongStarboard Value Acquisition Corp. , Mundo Merger Sub 1, Inc., Mundo Merger Sub 2, LLC, Cyxtera Technologies, Inc. and Mundo Holdings, Inc. 8-K 2.1 2/22/2021 3.1 Second Amended and Restated Certificate of Incorporation. 8-K 3.1 8/4/2021 3.2 Amended and Restated By-Laws. 8-K 3.2 8/4/2021 4.1 Specimen Class A Common Stock Certificate ofStarboard Value Acquisition Corp. S-1 4.2 8/28/2020 4.2 Specimen Warrant Certificate of Starboard Value Acquisition Corp. S-1 4.3 8/28/2020 4.3 Warrant Agreement, dated September 9, 2020, by and between SVAC andContinental Stock Transfer & Trust Company, as warrant agent. 8-K 4.1 9/14/2020 4.4 Specimen Class A Common Stock Certificate of Cyxtera Technologies, Inc. 8-K 4.4 8/4/2021 10.1 Promissory Note, dated November 27, 2019 issued to SVAC Sponsor LLC. S-1 10.1 8/18/2020 10.2 Form of Letter Agreement among the SVAC and its officers and directors and SVAC Sponsor LLC. S-1 10.2 8/18/2020 10.3 Form of Investment Management Trust Agreement betweenContinental Stock Transfer & Trust Company and SVAC. S-1 10.3 8/18/2020 10.4 Form of Registration Rights Agreement between SVAC and certain security holders. S-1 10.4 8/18/2020 10.5 Securities Subscription Agreement, datedNovember 25, 2019 between the SVAC and SVAC Sponsor LLC. S-1 10.5 8/18/2020 10.6 Private Placement Warrants Purchase Agreement, datedAugust 17, 2020 , between SVAC and SVAC Sponsor LLC. S-1 10.6 8/18/2020 10.7 Form of Indemnity Agreement of SVAC. S-1 10.7 8/18/2020 10.8 Form of Administrative Services Agreement, by and between SVAC and SVAC Sponsor LLC. S-1 10.8 8/18/2020 10.9 Forward Purchase Agreement, dated August 17, 2020, by and among SVAC and the Forward Purchasers. S-1 10.9 8/18/2020 10.10 Form of Indemnification Agreement. 8-K 10.10 8/4/2021 10.11 Employment Agreement between CyxteraManagement, Inc. andNelson Fonseca dated May 8, 2017. 8-K 10.11 8/4/2021 10.12 Amendment to the Employment Agreement betweenCyxtera Management, Inc. andNelson Fonseca dated November 18, 2019. 8-K 10.12 8/4/2021 10.13 Employment Agreement between CyxteraManagement, Inc. andRandy Rowland dated May 8, 2017. 8-K 10.13 8/4/2021 10.14 Amendment to the Employment Agreement betweenCyxtera Management, Inc. andRandy Rowland dated November 18, 2019. 8-K 10.14 8/4/2021 10.15 Executive Employment Agreement between CyxteraManagement, Inc. andCarlos Sagasta dated February 10, 2020. 8-K 10.15 8/4/2021 10.16 2021 Incentive Award Plan. 8-K 10.16 8/4/2021 4
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10.17 Form of Amended and Restated Registration Rights
Agreement by and among certain stockholders. 8-K 10.17 8/4/2021
10.18 First Lien Credit Agreement, dated May 1, 2017, by
and among Cyxtera DC Parent Holdings, Inc. , Cyxtera
DC Holdings, Inc. (f/k/a Colorado Buyer Inc. ), and
the other parties thereto. 8-K 10.18 8/4/2021
10.19 Amendment to the Credit Agreement, dated May 7,
2021, by and among Cyxtera DC Holdings, Inc. (f/k/a
Colorado Buyer Inc. ), Cyxtera DC Parent Holdings,
Inc. , and Citibank, N.A ., as administrative agent
and collateral agent. 8-K 10.19 8/4/2021
10.20 Stockholders Agreement, dated July 29, 2021, by
and among Cyxtera Technologies, Inc. , a Delaware
corporation (f/k/a Starboard Value Acquisition
Corp.), SIS Holdings LP , BCEC-Cyxtera Technologies
Holdings (Guernsey) L.P. , Medina Capital Fund II
-SIS Holdco, L.P. and SVAC Sponsor LLC 8-K 10.20 8/4/2021
16.1 Letter from WithumSmith+Brown PC to the U.S.
Securities and Exchange Commission dated August 4,
2021. 8-K 16.1 8/4/2021
16.2 Letter from KPMG LLP to the U.S. Securities and
Exchange Commission, dated August 4, 2021. 8-K 16.2 8/4/2021
21.1 Subsidiaries of the Company. 8-K 21.1 8/4/2021
99.1 Press release dated July 30, 2021. 8-K 99.1 8/4/2021
99.2 Cyxtera's unaudited condensed consolidated
statements of operations, comprehensive loss,
changes in shareholder's equity and cash flows for
the three and six months ended June 30, 2021 and
2020, the condensed consolidated balance sheet as of
June 30, 2021 , and the notes related thereto.
99.3 Unaudited pro forma condensed combined financial
information.
99.4 Cyxtera's Management's Discussion and Analysis of
Financial Condition and Results of Operations for
the three and six months ended June 30, 2021 and
2020.
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
* Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a
copy of all omitted exhibits and schedules to theSEC upon its request. 5
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