CYXTERA TECHNOLOGIES, INC. Item 1.01. Entry into a Material Definitive Agreement.
As disclosed under the sections entitled "Proposal Number 1-The Business
Combination Proposal" beginning on page 109 of the definitive proxy statement
(the "Proxy Statement") filed by SVAC with the
On
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
As described above, on
Holders of 26,176,891 shares of SVAC's Class A common stock sold in its initial
public offering (the "public shares") properly exercised their right to have
such shares redeemed for a full pro rata portion of the trust account holding
the proceeds from SVAC's initial public offering, calculated as of two business
days prior to the consummation of the Business Combination, which was
approximately
As a result of the Business Combination, 106,100,000 shares of Class A common
stock were issued to
After giving effect to the Transactions, the redemption of public shares as
described above, the issuance of shares as part of the Forward-Purchase and the
consummation of the
The Company's Class A common stock and public warrants commenced trading on the
As noted above, an aggregate of
Item 3.02. Unregistered Sales of
At the Closing, the Company consummated the
The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.
Item 3.03. Material Modification to Rights of Security Holders
The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference.
Item 4.01 Changes in Registrant's Certifying Accountant
On
Withum's report on the Company's financial statements as of
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During the period from
The Company has provided Withum with a copy of the disclosures made by the
Company in response to this Item 4.01 and has requested that Withum furnish the
Company with a letter addressed to the
On
During the period from
Item 5.01. Changes in Control of the Registrant.
The information set forth above under Item 1.01 and Item 2.01 of this Report is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth above in the sections titled "Directors and Officers," "Executive Compensation," "Certain Relationships and Related Transactions" and "Indemnification of Directors and Officers" in Item 2.01 to this Report is incorporated herein by reference.
At its Special Meeting, SVAC's stockholders considered and approved the
Such summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Plan, which is included as Exhibit 10.14 to this Report and is incorporated herein by reference.
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Subject to and effective upon the effectiveness of a registration statement on Form S-8 of the Company's Class A Common Stock, the Company's non-employee directors will receive restricted stock units under the Plan covering an aggregate of 29,891 shares of Class A common stock, which will vest on the first anniversary of the date of grant (subject to continued service to the Company).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Copies of the A&R Charter and the A&R Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively, and are incorporated herein by reference.
The material terms of each of the A&R Charter and the A&R Bylaws and the general effect upon the rights of holders of the Company's capital stock are included in the Proxy Statement under the sections titled "Proposal Number 2-The Charter Proposal" and "Description of Securities" beginning on pages 141 and 248, respectively, of the Proxy Statement, which is incorporated herein by reference.
Item 5.06 Change in Shell Company Status
As a result of the Business Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement in the sections entitled "Proposal Number 1-The Business Combination Proposal" beginning on page 109 thereof, which is incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements of businesses acquired.
Legacy
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SVAC's audited condensed consolidated balance sheets as of
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial statements of the Company
as of
(d) Exhibits.
Incorporated by Reference
Exhibit
Number Description Form Exhibit Filing Date
2.1* Agreement and Plan of Merger, dated as of
February 21, 2021 , by and among Starboard 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.
3.2 Amended and Restated By-Laws.
4.1 Specimen Class A Common Stock Certificate of
Starboard 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 and Continental 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.
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
between Continental 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, dated
November 25, 2019 between the SVAC and SVAC Sponsor
LLC. S-1 10.5 8/18/2020
10.6 Private Placement Warrants Purchase Agreement,
dated August 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.
10.11 Employment Agreement between Cyxtera Management,
Inc. and Nelson Fonseca dated May 8, 2017 .
10.12 Amendment to the Employment Agreement between
Cyxtera Management, Inc. and Nelson Fonseca dated
November 18, 2019 .
10.13 Employment Agreement between Cyxtera Management,
Inc. and Randy Rowland dated May 8, 2017 .
10.14 Amendment to the Employment Agreement between
Cyxtera Management, Inc. and Randy Rowland dated
November 18, 2019 .
10.15 Executive Employment Agreement between Cyxtera
Management, Inc. and Carlos Sagasta dated February
10, 2020 .
10.16 2021 Incentive Award Plan.
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10.17 Form of Amended and Restated Registration Rights
Agreement by and among certain stockholders.
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.
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.
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
16.1 Letter from WithumSmith+Brown PC to the U.S.
Securities and Exchange Commission dated August 4, 2021 .
16.2 Letter from KPMG LLP to the U.S. Securities and
Exchange Commission , dated August 4, 2021 .
21.1 Subsidiaries of the Company.
99.1 Press release dated July 30, 2021 .
99.2 Unaudited pro forma condensed combined financial
information.
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 the
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