Cyxtera Technologies, Inc. completed the acquisition of Starboard Value Acquisition Corp. from SVAC Sponsor LLC and others in a reverse merger transaction.
The transaction is subject to receipt of regulatory approvals and customary closing conditions, required approval by SVAC's stockholders and the Cyxtera Stockholder; SVAC will have at least $5,000,001 of net tangible assets immediately following the closing of the transactions; the expiration or termination of the waiting period under the HSR Act; SVAC will have at least $550 million in available cash immediately prior to the effective time of the merger; Cyxtera stockholder, BCEC-SIS Holdings (Guernsey) L.P. and Medina Capital Fund II- SIS Holdco, L.P. shall have each duly executed and delivered a copy of the stockholders agreement; each employee loan from any individual that would be a named executive officer with regards to the proxy statement for SVAC's next annual meeting shall have been repaid in full prior to the closing date; SVAC shall have delivered to Cyxtera Stockholder a copy of the A&R Registration Rights agreement and the authorization of the listing of the shares constituting the closing share consideration on the Nasdaq Stock Market. The merger agreement and the transactions were unanimously approved by the Board of Directors of both SVAC and Cyxtera Technologies. The stockholder of Cyxtera has provided its consent to the transaction. Starboard shareholders will hold a special meeting on July 28, 2021 to approve the transaction. As of July 28, 2021, Starboard shareholders approved the transaction. The transaction is expected to close mid-2021. As of July 28, 2021, The transaction is expected to close on July 29, 2021.
Citigroup Global Markets Inc. acted as lead financial advisor to Cyxtera. Morgan Stanley & Co. LLC served as financial advisor to Cyxtera, and J.P. Morgan Securities LLC served as financial advisor to Cyxtera and BC Partners, founding investor of Cyxtera. John Giouroukakis, Marc Jaffe, Erika Weinberg, Jocelyn Noll, Adam Kestenbaum, and Eyal Orgad of Latham & Watkins LLP served as legal advisors to Cyxtera and BC Partners. Hughes Hubbard & Reed LLP served as legal advisor to SVAC Sponsor LLC. Jeffrey Kochian, Kerry Berchem, Alexandra Reuss, Alyssa Dossick, Andrés Zambrano, Ron Nardini, Aimee Adler, Alice Hsu and Alena Geffner-Mihlsten of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to SVAC. Okapi Partners LLC is acting as proxy solicitor for SVAC for a fee of $20,000. Continental Stock Transfer & Trust Company is the transfer agent for SVAC shares.
Cyxtera Technologies, Inc. completed the acquisition of Starboard Value Acquisition Corp. (NasdaqCM:SVAC) from SVAC Sponsor LLC and others in a reverse merger transaction on July 29, 2021. The other members of Cyxtera's Board are John W. Diercksen, former SVAC director Michelle Felman and Melissa Hathaway. On July 30, 2021, Cyxtera's shares of Class A common stock will begin trading on The Nasdaq Global Select Market (the Nasdaq) under the symbol CYXT and its warrants under the symbol CYXTW.