Item 1.01. Entry into a Material Definitive Agreement.
Restructuring Support Agreement and Term Sheet
On
Under the terms of the Restructuring Support Agreement and as specified in the
restructuring term sheet attached thereto and incorporated into the
Restructuring Support Agreement (the "Term Sheet"), the Consenting Stakeholders
have agreed, subject to certain terms and conditions, to support certain
restructuring and recapitalization transactions with respect to the Company
Parties' capital structure (collectively, the "Restructuring Transactions"). The
Restructuring Transactions contemplate a restructuring through either the sale
of some or all of the Company Parties' business enterprise (a "Sale
Transaction") or a recapitalization of the Company Parties' balance sheet (a
"Recapitalization Transaction"). Pursuit of a Sale Transaction will toggle to a
Recapitalization Transaction upon (i) the day on which a Toggle Trigger Event
(as defined below) occurs or (ii) the day the Company elects in its business
judgement, and the lenders holding at least 66.67% of the aggregate outstanding
principal amount of the Company Parties' term loans (the "Required Consenting
Term Lenders"), agree to toggle to a Recapitalization Transaction (the "Toggle
Date"). Pursuant to the Term Sheet, unless otherwise agreed, the Company will
toggle from pursuing a Sale Transaction to pursuing a Recapitalization
Transaction upon the occurrence of one or more of the following events (each, a
"Toggle Trigger Event"): (i) any out-of-court milestone pursuant to the
Restructuring Support Agreement is breached; (ii) no acceptable indication of
interest is received from potential purchasers by four weeks (the "IOI
Deadline") after
If a Sale Transaction is not consummated out-of-court, the Restructuring Support
Agreement contemplates agreed-upon terms for a financial restructuring plan (the
"Plan") to be filed under chapter 11 (the "Chapter 11 Cases") of title 11 of the
United States Code (the "Bankruptcy Code") in order to pursue either a Sale
Transaction or Recapitalization Transaction under the supervision of the
The Restructuring Support Agreement contains various general, out-of-court and in-court milestones. General milestones that will apply in any event include the following:
•no later than the Launch Date, the Company Parties will have commenced outreach to potential purchasers;
•no later than 5 business days after the Launch Date, the Company Parties will have commenced a good faith analysis of its existing executory contracts and unexpired leases with the purpose of reducing go-forward costs and expenses;
•no later than
Item 2.02. Results of Operations and Financial Condition.
On
The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
Press Release
A copy of the press release dated
The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" related to
future events. Forward-looking statements contain words such as "expect,"
"anticipate," "could," "should," "intend," "plan," "believe," "seek," "see,"
"may," "will," "would," or "target." Forward-looking statements are based on
management's current expectations, beliefs, assumptions and estimates and may
include, for example, statements regarding the Company's ability to complete the
Restructuring Transactions pursuant to the Restructuring Support Agreement.
These statements are subject to significant risks, uncertainties and assumptions
that are difficult to predict and could cause actual results to differ
materially and adversely from those expressed or implied in the forward-looking
statements, including risks and uncertainties regarding: the Company's ability
to successfully complete the Restructuring Transactions pursuant to the
Restructuring Support Agreement on the terms provided therein, if at all;
objections to the Company's recapitalization process; employee attrition and the
Company's ability to retain senior management and other key personnel due to the
distractions and uncertainties, including in connection with the Restructuring
Transactions; the Company's ability to maintain relationships with suppliers,
customers, employees and other third parties and regulatory authorities during
the pendency and as a result of the Restructuring Transactions; and the
Company's ability to comply with the terms, conditions and covenants contained
in the 2023 First Lien Term Facility. Forward-looking statements are also
subject to the risk factors and cautionary language described from time to time
in the reports the Company files with the
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Restructuring Support Agreement, dated as of May 4, 2023, by and among the Company Parties and the Consenting Stakeholders. 10.2 First Lien Priority Credit Agreement, dated as of May 4, 2023, by and among Cyxtera DC Parent Holdings, Inc., Cyxtera DC Holdings, Inc., as the borrower, the other loan parties party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. 10.3 Amendment No. 7, dated May 2, 2023, to the First Lien Credit Agreement, dated as of May 1, 2017, by and among Cyxtera DC Holdings, Inc., as the borrower, Cyxtera DC Parent Holdings, Inc., the subsidiary loan parties thereto, the lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent. 99.1 Press release issued by the Company dated May 4, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 6
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