Cyxtera Technologies, Inc. signed a definitive business combination agreement to acquire Starboard Value Acquisition Corp. from SVAC Sponsor LLC and others in a reverse merger transaction for $1.2 billion.

Cyxtera Technologies, Inc. executed the letter of intent to acquire Starboard Value Acquisition Corp. (NasdaqCM:SVAC) from SVAC Sponsor LLC and others in a reverse merger transaction for $1.2 billion on January 4, 2021. Cyxtera Technologies, Inc. signed a definitive business combination agreement to acquire Starboard Value Acquisition Corp. from SVAC Sponsor LLC and others in a reverse merger transaction on February 21, 2021. The merger implies an enterprise value of approximately $3.4 billion. At the effective time of the merger, SVAC shall issue 106.1 million shares of common stock to the Cyxtera stockholder. Existing owners, including BC Partners and Medina Capital are rolling 100% of current equity stakes into the combined company. The combined company will receive proceeds of approximately $654 million to be received from a $250 million concurrent private placement of common stock of SVAC (PIPE), priced at $10.00 per share, along with $404 million of cash held in trust, assuming no public shareholders of SVAC exercise their redemption rights. Certain clients of Starboard have entered into a $100 million forward purchase agreement to offset redemptions, if any. The PIPE includes commitments from institutional investors, including Fidelity Management & Research Company LLC, and clients of Starboard. Proceeds of the transaction will be used to partially retire Company debt and provide incremental cash for growth, as well as to pay transaction expenses. Upon completion of the transaction, including the PIPE, the current owners of Cyxtera will retain approximately 58% ownership of the combined company. The combined company will operate as "Cyxtera Technologies, Inc." and expects its common stock to be listed on The Nasdaq Stock Market under the symbol “CYXT” and its warrants under the symbol “CYXTW.” The combined company Board will be comprised of nine Directors including representatives of SVAC and continuing BC Partners Directors, representing shareholders and providing deep expertise across technology, corporate governance, operational execution. The Company's leadership, including Executive Chair Manuel D. Medina, Chief Executive Officer Nelson Fonseca, Chief Operating Officer Randy Rowland, and Chief Financial Officer Carlos Sagasta, will continue to lead Cyxtera, with Medina and Fonseca also serving on the Board of the combined company as Chair and Director, respectively. SVAC Chair Jeff Smith and Greg Waters will join combined company's Board as Independent Director and Lead Independent Director, respectively, upon completion of the merger. BC Partners' Partner, Chairman, and Chairman of the Executive Committee Raymond Svider and Partner Fahim Ahmed will also serve on the combined company's Board with three additional independent Directors to be added.

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.