Item 1.01. Entry into a Material Definitive Agreement.

Restructuring Support Agreement and Term Sheet

On May 4, 2023, Cyxtera Technologies, Inc. (the "Company") and certain of its direct and indirect subsidiaries (collectively, the "Company Parties") entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the "Restructuring Support Agreement") with (i) members of an ad hoc group of term lenders (the "AHG") represented by Gibson, Dunn & Crutcher LLP and Houlihan Lokey Capital, Inc. (the "AHG Professionals") under the first lien term loan credit facility (the "Term Loan Facility") pursuant to the First Lien Credit Agreement, dated as of May 1, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "First Lien Credit Agreement"), 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 Citibank, N.A., as administrative agent for such lenders, (ii) as applicable, certain revolving lenders pursuant to the first lien revolving credit facility (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "First Lien Facilities") under the First Lien Credit Agreement and (iii) certain holders of the Company's equity interests (collectively, the "Consenting Stakeholders"). In the aggregate, the Consenting Stakeholders hold over two-thirds of the Company Parties' outstanding term loan claims under the First Lien Facilities and 38% of the Company's outstanding equity interests. Capitalized terms used but not otherwise defined in this "Restructuring Support Agreement and Term Sheet" section of this Current Report on Form 8-K have the meanings given to them in the Restructuring Support Agreement.

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 April 14, 2023 (the "Launch Date"); (iii) no acceptable final bid for a potential purchaser is received by nine weeks after the Launch Date (the "Final Bid Deadline"); (iv) on or prior to August 15, 2023 (the "Sale Closing Date"), the Company is unable to, or in the reasonable judgment of both the Company and the Required Consenting Term Lenders, will not be able to (a) satisfy the Minimum Sale Proceeds Requirement and/or (b) retain the Minimum Required Liquidity as contemplated in the Term Sheet; or (v) the marketing process to determine the highest and best bona fide offer to purchase all or some of the Company's business enterprise (the "Marketing Process") is terminated.

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 Bankruptcy Court. Unless otherwise agreed to by the Required Consenting Term Lenders, the Company will file the Chapter 11 Cases and pursue the Recapitalization Transaction on the earlier of (i) May 14, 2023 and (ii) within five business days following the Toggle Date.

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 May 12, 2023, the Company Parties will have appointed (i) a Chief Restructuring Officer, who will be acceptable to certain of the lenders and will report to a new committee of the board of directors to oversee the Recapitalization Transaction (the "Special Committee"); provided that, in entering into the Restructuring Support Agreement, the Required Consenting Term Lenders consented to the appointment of Eric Koza as Chief Restructuring Officer, and (ii) certain independent directors to the Company's board; . . .




Item 2.02.  Results of Operations and Financial Condition.

On May 4, 2023, the Company issued a press release announcing its financial results for the three months ended March 31, 2023. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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 May 4, 2023 issued by the Company announcing the entry into the Restructuring Support Agreement and the 2023 First Lien Term Facility is attached hereto as Exhibit 99.1.

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 U.S. Securities and Exchange Commission, including those in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2022 and any updates thereto in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. Cyxtera has no obligation to update or revise these forward-looking statements and does not undertake to do so.

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).


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