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The company will redeem all of its outstanding warrants to purchase Common Stock.
By TTC Newsroom
December 22, 2021 | 1:00 AM GMT
US colocation services provider Cyxtera (NASDAQ: CYXT) said it will redeem all of its outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), that were issued under the Warrant Agreement, dated September 9, 2020 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as part of the units sold in the Company’s initial public offering (the “IPO”) and that remain outstanding at 5:00 p.m. New York City time on January 19, 2022 (as such date may be extended from time to time, the “Redemption Date”) for a redemption price of $0.10 per Public Warrant.
In addition, the Company will redeem all of its outstanding warrants to purchase Common Stock that were issued (i) under the Warrant Agreement in a private placement simultaneously with the IPO (the “Sponsor Private Placement Warrants”) and to certain forward purchasers under the Amended and Restated Forward Purchase Agreement, dated September 9, 2020, by and between the Company and certain clients of Starboard Value LP party thereto as “forward purchasers” in a private placement completed on July 29, 2021 (the “Forward Purchase Private Placement Warrants” and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”; the Private Placement Warrants and the Public Warrants are referred to collectively as the “Warrants”), in each case on the same terms as the outstanding Public Warrants.
Under the terms of the Warrant Agreement, the Company is entitled to redeem all of the outstanding Public Warrants ninety (90) days after the date such Public Warrants are first exercisable and prior to their expiration at a redemption price of $0.10 per Public Warrant if (i) the last sales price of the Common Stock reported has been at least $10.00 per share on the trading day prior to the date on which notice of the redemption is given, (ii) the Private Placement Warrants are concurrently called for redemption at the same price as the outstanding Public Warrants and (iii) (A) there is an effective registration statement covering the issuance of the Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the redemption period, (B) an exemption from registration is available or (C) the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 of the Warrant Agreement.
At the direction of the Company, the Warrant Agent has delivered a notice of redemption to each of the registered holders of the outstanding Warrants.
The Warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on the Redemption Date to purchase fully paid and non-assessable shares of Common Stock underlying such Warrants.
Payment upon exercise of the Warrants may be made, at the option of the holders thereof, either (i) in cash, at an exercise price of $11.50 per share of Common Stock or (ii) on a “cashless basis,” in which case the exercising holder will receive 0.265 shares of Common Stock per Warrant.
The number of shares of Common Stock issued pursuant to a cashless exercise was determined in accordance with the terms of the make-whole exercise table included in the Warrant Agreement used to determine the fair market value of the Common Stock at the time notice of the redemption is given. In no event will the number of shares of Common Stock issued in connection with an exercise on a cashless basis exceed 0.365 shares of Common Stock per Warrant.
If any holder of Warrants would, after taking into account all of such holder’s Warrants exercised at one time, be entitled to receive a fractional interest in a share of Common Stock, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares.
Any Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the redemption price of $0.10 per Warrant.
None of the Company, its board of directors or employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants.
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