Item 7.01 Regulation FD Disclosure.
As previously disclosed, on February 21, 2021, Starboard Value Acquisition Corp.
("SVAC") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Cyxtera Technologies, Inc., a Delaware corporation ("Cyxtera"), and the
other parties thereto, pursuant to which Cyxtera and the various operating
subsidiaries of Cyxtera will become subsidiaries of SVAC, with the Cyxtera
stockholder becoming a stockholder of SVAC (the transactions contemplated by the
Merger Agreement, the "Transactions").
On July 16, 2021, SVAC issued a press release announcing that a special meeting
of its stockholders (the "Special Meeting") will be held on Wednesday, July 28,
2021 at 10:00 a.m., Eastern Time. The record date for the Special Meeting is
June 28, 2021. The purpose of the Special Meeting is to vote on certain
proposals relating to the Transactions. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject
to the liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.
Item 8.01 Other Events.
Item 7.01 is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the Transactions, SVAC filed a proxy statement (the "Proxy
Statement") with the Securities and Exchange Commission (the "SEC"), which was
distributed to holders of SVAC's common stock in connection with SVAC's
solicitation of proxies for the vote by the SVAC stockholders with respect to
the Transactions and other matters as described in the Proxy Statement. SVAC
urges its stockholders and other interested persons to read the Proxy Statement
and amendments thereto and documents incorporated by reference therein, as well
as other documents filed with the SEC in connection with the Transactions, as
these materials will contain important information about SVAC, Cyxtera and the
Transactions. The definitive Proxy Statement was mailed to SVAC's stockholders
on or about July 16, 2021. Stockholders are also be able to obtain copies of
such documents, without charge, at the SEC's website at www.sec.gov, or by
directing a request to: Starboard Value Acquisition Corp., 777 Third Avenue,
18th Floor, New York, NY 10017.
Participants in Solicitation
SVAC and its directors and executive officers, under SEC rules, may be deemed to
be participants in the solicitation of proxies of SVAC's stockholders in
connection with the Transactions. Stockholders of SVAC may obtain more detailed
information regarding the names, affiliations and interests of SVAC's directors
and executive officers in SVAC's final prospectus for its initial public
offering filed with the SEC on September 11, 2020 and in the Proxy Statement
relating to the Transactions. Information concerning the interests of SVAC's
participants in the solicitation, which may, in some cases, be different than
those of SVAC's stockholders generally, is set forth in the Proxy Statement
relating to the Transactions.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the federal securities laws. These forward-looking statements
generally are identified by the words "expects," "will," "projected,"
"continue," "increase," and/or similar expressions that concern Cyxtera's or
SVAC's strategy, plans or intentions, but the absence of these words does not
mean that a statement is not forward-looking. Such statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and are based on management's belief or interpretation of information
currently available. Because forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are
outside of Cyxtera's or SVAC's control. Actual results and condition (financial
or otherwise) may differ materially from those indicated in the forward-looking
statements. These forward-looking statements are subject to a number of risks
and uncertainties that could cause actual results and conditions to differ
materially from those indicated in the forward-looking statements, including,
but not limited to, changes in domestic and foreign business, market, financial,
political and legal conditions; the ability of the parties to successfully or
timely consummate the Transactions, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the Transactions, the risk that legal or regulatory
developments (such as the SEC's recently released statement on accounting and
reporting considerations for warrants in SPACs) could cause unforeseen delays in
the timing of the Transactions and negatively impact the trading price of SVAC's
securities and the attractiveness of the Transactions to investors, or that the
required stockholder approval may not be obtained; failure to realize the
anticipated benefits of the Transactions; the risk that the market price of the
combined company's securities may decline following the consummation of the
Transactions if the Transaction's benefits do not meet the expectations of
investors or securities analysts; risks relating to the uncertainty of Cyxtera's
projected operating and financial information; the impact of Cyxtera's
substantial debt on its future cash flows and its ability to raise additional
capital in the future; adverse global economic conditions and credit market
uncertainty; the regulatory, currency, legal, tax and other risks related to
Cyxtera's international operations; the United Kingdom's withdrawal from the
European Union and the potential negative effect on global economic conditions,
financial markets and Cyxtera's business; the effects of the COVID-19 pandemic
on Cyxtera's business or future results; the ability to access external sources
of capital on favorable terms or at all, which could limit Cyxtera's ability to
execute its business and growth strategies; fluctuations in foreign currency
exchange rates in the markets in which Cyxtera operates internationally;
physical and electronic security breaches and cyber-attacks which could disrupt
Cyxtera's operations; Cyxtera's dependence upon the demand for data centers;
Cyxtera's products and services having a long sales cycle that may harm its
revenues and operating results; any failure of Cyxtera's physical infrastructure
or negative impact on its ability to provide its services, or damage to customer
infrastructure within its data centers, which could lead to significant costs
and disruptions that could reduce Cyxtera's revenue and harm its business
reputation and financial results; inadequate or inaccurate external and internal
information, including budget and planning data, which could lead to inaccurate
financial forecasts and inappropriate financial decisions; maintaining
sufficient insurance coverage; environmental regulations and related new or
unexpected costs; climate change and responses to it; prolonged power outages,
shortages or capacity constraints; the combined company's ability to recruit or
retain key executives and qualified personnel; the ability to compete
successfully against current and future competitors; Cyxtera's fluctuating
operating results; incurring substantial losses, as Cyxtera has previously;
Cyxtera's ability to renew its long-term data center leases on acceptable terms,
or at all; Cyxtera's government contracts, which are subject to early
termination, audits, investigations, sanctions and penalties; failure to
attract, grow and retain a diverse and balanced customer base; future
consolidation and competition in Cyxtera's customers' industries, which could
reduce the number of Cyxtera's existing and potential customers and make it
dependent on a more limited number of customers; Cyxtera's reliance on third
parties to provide internet connectivity to its data centers; disruption or
termination of connectivity; government regulation; the non-realization of the
financial or strategic goals related to acquisitions that were contemplated at
the time of any transaction; Cyxtera's ability to protect its intellectual
property rights; Cyxtera's ability to continue to develop, acquire, market and
provide new offerings or enhancements to existing offerings that meet customer
requirements and differentiate it from its competitors; disruptions associated
with events beyond its control, such as war, acts of terror, political unrest,
public health concerns, labor disputes or natural disasters; sales or issuances
of shares of the combined company's common stock may adversely affect the market
price of the combined company's common stock; the requirements of being a public
company, including maintaining adequate internal control over financial and
management systems; risks related to corporate social responsibility; Cyxtera's
ability to lease available space to existing or new customers, which could be
constrained by its ability to provide sufficient electrical power; Cyxtera's
ability to adapt to changing technologies and customer requirements; Cyxtera's
ability to manage its growth; risks related to litigation, securities class
action or threatened litigation which may divert management time and attention,
require Cyxtera to pay damages and expenses or restrict the operation of its
business; the volatility of the market price of the combined company's stock;
the incurrence of goodwill and other intangible asset impairment charges, or
impairment charges to Cyxtera's property, plant and equipment, which could
result in a significant reduction to its earnings; U.S. and foreign tax
legislation and future changes to applicable U.S. or foreign tax laws and
regulations and/or their interpretation may have an adverse effect on Cyxtera's
business, financial condition and results of operations and tax rules and
regulations are subject to interpretation and require judgment by Cyxtera that
may be successfully challenged by the applicable taxation authorities upon
audit, which could result in additional tax liabilities; and Cyxtera's ability
to use its United States federal and state net operating losses to offset future
United States federal and applicable state taxable income may be subject to
certain limitations which could accelerate or permanently increase taxes owed.
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the
"Risk Factors" section of SVAC's final prospectus related to its initial public
offering, SVAC's Annual Report on Form 10-K/A for the year ended December 31,
2020, the Proxy Statement discussed above under the heading "Additional
Information and Where to Find It" and other documents filed by SVAC from time to
time with the SEC. There may be additional risks that Cyxtera and SVAC do not
presently know or that they currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Cyxtera's and SVAC's
expectations, plans or forecasts of future events and views as of the date of
this Current Report on Form 8-K. Accordingly, you should not place undue
reliance upon any such forward-looking statements in this Current Report on Form
8-K. Neither Cyxtera, SVAC nor any of their affiliates assume any obligation to
update this Current Report on Form 8-K, except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Transactions and shall not constitute an offer to sell or a solicitation of
an offer to buy the securities of SVAC or Cyxtera nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction.
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