ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT





Indenture

On January 22, 2020, CyrusOne LP, a Maryland limited partnership (the "Operating Partnership") and a wholly owned subsidiary of CyrusOne Inc., a Maryland corporation (the "Company"), and CyrusOne Finance Corp., a Maryland corporation and a wholly owned subsidiary of the Operating Partnership (together with the Operating Partnership, the "Issuers") closed their previously announced offering of €500 million aggregate principal amount of 1.450% Senior Notes due 2027 (the "Notes").

The Notes have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a shelf registration statement on Form S-3 (File No. 333-231203), as supplemented by the prospectus supplement dated January 15, 2020, filed with the Securities and Exchange Commission under the Securities Act.

The Notes were issued pursuant to an indenture, dated as of December 5, 2019 (the "Base Indenture"), among the Issuers and Wells Fargo Bank, N.A., as trustee (the "Trustee"), as supplemented by the Third Supplemental Indenture, dated as of January 22, 2020 (the "Third Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Issuers, the Company, as guarantor, the Trustee and Deutsche Bank Trust Company Americas, as paying agent and security registrar.

The Company is filing the Base Indenture and the Third Supplemental Indenture as Exhibit 4.1 and Exhibit 4.2 to this report, respectively. The Issuers used the net proceeds from the offering to settle certain currency swaps, repay some Euro denominated revolver borrowings and for general corporate purposes, including financing some of the Company's development activities in Europe.

The Notes are unsecured senior obligations of the Issuers, which rank equally in right of payment with all of the Issuers' existing and future unsecured senior debt and senior in right of payment to all of the Issuers' future subordinated debt, if any. The Notes will be effectively subordinated to any of the Issuers' future secured debt, if any, to the extent of the value of the assets securing such debt. The Notes will be guaranteed on a senior unsecured basis by CyrusOne Inc., the sole beneficial owner and sole trustee of CyrusOne GP, which is the sole general partner of CyrusOne LP. The guarantees will rank equally in right of payment with all of CyrusOne Inc.'s existing and future unsecured senior debt and senior in right of payment to all of CyrusOne Inc.'s future subordinated debt, if any. The guarantees will be effectively subordinated to any of CyrusOne Inc.'s future secured debt to the extent of the value of the assets securing such debt. In addition, the Notes will be structurally subordinated to the liabilities of any subsidiaries of CyrusOne LP (other than CyrusOne Finance Corp.). The guarantees will be structurally subordinated to the liabilities of any subsidiaries of CyrusOne Inc. (other than the Issuers).

The Notes will bear interest at a rate of 1.450% per annum, payable annually on January 22 of each year, beginning on January 22, 2021.

The Indenture limits the ability of CyrusOne LP and its subsidiaries to incur secured or unsecured indebtedness and to merge, consolidate or transfer all or substantially all of their assets, in each case subject to certain qualifications set forth in the Indenture. The Indenture also requires CyrusOne LP and its subsidiaries to maintain total unencumbered assets of at least 150% of their unsecured indebtedness on a consolidated basis.

The Notes will mature on January 22, 2027. However, prior to November 22, 2026, the Issuers may redeem some or all of the Notes at a price equal to 100% of their principal amount plus a "make-whole" premium. In addition, the Issuers may redeem some or all of the Notes on or after November 22, 2026, at a redemption price equal to 100% of the aggregate principal amount of the Notes. In each case, the Issuers must also pay accrued and unpaid interest, if any, to the redemption date.

The above description of the Indenture does not purport to be a complete statement of the parties' rights and obligations under the Indenture and is qualified in its entirety by reference to the terms of the Base Indenture and the Third Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and which are incorporated herein by reference. In connection with the offering of the Notes, the Company is filing the legal opinions relating to the offering as Exhibit 5.1 and Exhibit 5.2 to this report.

ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS





(d) Exhibits



Exhibit No.   Description
  4.1           Indenture, dated as of December 5, 2019, by and among CyrusOne LP
              and CyrusOne Finance Corp., as issuers, and Wells Fargo Bank, N.A.,
              as trustee (incorporated by reference to Exhibit 4.1 to the
              Company's Current Report on Form 8-K, filed on December 5, 2019).
  4.2           Third Supplemental Indenture, dated as of January 22, 2020, by and
              among CyrusOne LP and CyrusOne Finance Corp., as issuers, CyrusOne
              Inc., as guarantor, Wells Fargo Bank, N.A., as trustee, and Deutsche
              Bank Trust Company Americas, as paying agent and security
              registrar.
  4.3           Form of 1.450% Senior Note due 2027 (included in Exhibit 4.2).
  5.1           Opinion of Sullivan & Cromwell LLP.
  5.2           Opinion of Venable LLP.
  23.1          Consent of Sullivan & Cromwell LLP (included as part of Exhibit
              5.1).
  23.2          Consent of Venable LLP (included as part of Exhibit 5.2).
104           Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.

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