United States Securities and Exchange Commission Form
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 22, 2015 CYRUSONE INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35789 46-0691837 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1649 West Frankford Road Carrollton, TX 75007 (Address of Principal Executive Office) Registrant’s telephone number, including area code: (972) 350-0060 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 — Other Events. As previously announced in the Current Report on Form 8-K filed by CyrusOne Inc. (the “Company”) on April 28, 2015, the Company’s operating partnership, CyrusOne LP, a Maryland limited partnership (the “Operating Partnership”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Operating Partnership, Jupiter Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Operating Partnership (the “Merger Sub”), Cervalis Holdings LLC, a Delaware limited liability company (“Cervalis”), and LDG Holdings LLC, as representative for the sellers. The Merger Agreement provides for the acquisition of Cervalis by the Operating Partnership pursuant to the merger of Merger Sub with and into Cervalis, with Cervalis as the surviving corporation (the “Merger”). Upon completion of the Merger, Cervalis will be an indirect wholly owned subsidiary of the Company. There can be no assurance that the Merger will be completed on the terms contemplated or at all. The Company is filing certain historical and pro forma financial information related to the Merger as exhibits to this Current Report on Form 8-K. 2 ITEM 9.01 — Financial Statements and Exhibits. (a) Financial statements of businesses acquired The unaudited condensed consolidated interim financial statements of Cervalis as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 are filed as Exhibit 99.1 hereto. The audited financial statements of Cervalis as of and for the years ended December 31, 2014, 2013 and 2012 are filed as Exhibit 99.2 hereto. (b) Pro Forma Financial Information The unaudited pro forma condensed combined balance sheet as of March 31, 2015 and the unaudited pro forma condensed combined income statements for the year ended December 31, 2014 and the three months ended March 31, 2015, giving effect to the Merger are filed as Exhibit 99.3 hereto. Such unaudited pro forma condensed combined financial statements are not necessarily indicative of the operating results or financial position that actually would have been achieved if the Merger had been in effect as of the dates and for the periods indicated or that may be achieved in future periods and should be read in conjunction with the historical financial statements of the Company and Cervalis. (d) Exhibits Exhibit No. Description 23.1 Consent of McGladrey LLP, Independent Registered Public Accounting Firm. 99.1 Unaudited condensed consolidated interim financial statements of Cervalis Holdings LLC as of March 31, 2015 and for the three months ended March 31, 2015 and 2014. 99.2 Audited financial statements of Cervalis Holdings LLC as of and for the years ended December 31, 2014, 2013 and 2012. 99.3 Unaudited pro forma condensed combined financial information of CyrusOne Inc. as of March 31, 2015 and for the year ended December 31, 2014 and the three months ended March 31, 2015. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CYRUSONE INC. Date: June 22, 2015 By: /s/ Thomas W. Bosse Thomas W. Bosse Vice President, General Counsel and Secretary 4 EXHIBIT INDEX Exhibit No. Description 23.1 Consent of McGladrey LLP, Independent Registered Public Accounting Firm. 99.1 Unaudited condensed consolidated interim financial statements of Cervalis Holdings LLC as of March 31, 2015 and for the three months ended March 31, 2015 and 2014. 99.2 Audited financial statements of Cervalis Holdings LLC as of and for the years ended December 31, 2014, 2013 and 2012. 99.3 Unaudited pro forma condensed combined financial information of CyrusOne Inc. as of March 31, 2015 and for the year ended December 31, 2014 and the three months ended March 31, 2015. 5 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (No.’s 333-194770 and 333-194771) on Form S-3 (the “Registration Statements”) of CyrusOne Inc. (the “Company”) and the accompanying prospectuses, including any related prospectus supplements, of our report dated March 31, 2015, relating to our audit of the consolidated financial statements of Cervalis Holdings LLC and Subsidiaries as of and for the years-ended December 31, 2014, 2013 and 2012, included as Exhibit 99.2 to the Company’s Current Report on Form 8-K, dated June 22, 2015 and incorporated by reference in the Registration Statements, accompanying prospectuses and any related prospectus supplements. We also consent to the reference to our firm under the captions “Experts” in such Registration Statements, accompanying prospectuses and any related prospectus supplements. /s/ McGladrey LLP New York, NY June 22, 2015 Exhibit 99.1 Cervalis Holdings LLC and Subsidiary Condensed Consolidated Financial Report March 31, 2015 and December 31, 2014 and Three Months Ended March 31, 2015 and 2014 Contents Independent Auditor’s Review Report 1 Financial Statements Condensed consolidated balance sheets 2 Condensed consolidated statements of operations 3 Condensed consolidated statements of changes in members’ (deficiency) equity 4 Condensed consolidated statements of cash flows 5 Notes to condensed consolidated financial statements 6-12 McGladrey LLP Independent Auditor’s Review Report To the Audit Committee Cervalis Holdings LLC Norwalk, Connecticut Report on the Financial Statements We have reviewed the condensed consolidated financial statements of Cervalis Holdings LLC and subsidiaries, which comprise the balance sheet as of March 31, 2015, and the related condensed consolidated statements of operations, changes in members’ (deficiency) equity and cash flows for the three- month periods ended March 31, 2015 and 2014. Management’s Responsibility The Company’s management is responsible for the preparation and fair presentation of the condensed financial information in accordance with accounting principles generally accepted in the United States of America; this responsibility includes the design, implementation, and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in accordance with accounting principles generally accepted in the United States of America. Auditor’s Responsibility Our responsibility is to conduct our reviews in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial information. Accordingly, we do not express such an opinion. Conclusion Based on our reviews, we are not aware of any material modifications that should be made to the condensed financial information referred to above for it to be in accordance with accounting principles generally accepted in the United States of America. Report on Condensed Balance Sheet as of March 31, 2015 We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of December 31, 2014, and the related consolidated statements of operations, changes in members’ (deficiency) equity, and cash flows for the year then ended (not presented herein); and we expressed an unmodified audit opinion on those audited consolidated financial statements in our report dated March 31, 2015. In our opinion, the accompanying condensed consolidated balance sheet of Cervalis Holdings LLC and subsidiaries as of December 31, 2014, is consistent, in all material respects, with the audited consolidated financial statements from which it has been derived. /s/ McGladrey LLP New York, New York June 17, 2015 Member of the RSM International network of Independent accounting, tax and consulting firms. 1 Cervalis Holdings LLC and Subsidiary Condensed Consolidated Balance Sheets March 31, 2015 and December 31, 2014 (amounts in thousands) (Unaudited) 2015