Item 7.01 Regulation FD Disclosure.
As previously disclosed, on February 21, 2021, Starboard Value Acquisition
Corp., a Delaware corporation ("SVAC"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Mundo Merger Sub 1, Inc., a Delaware
corporation and wholly-owned subsidiary of SVAC ("Merger Sub 1"), Mundo Merger
Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of
SVAC ("Merger Sub 2"), Cyxtera Technologies, Inc., a Delaware corporation
("Cyxtera"), and Mundo Holdings, Inc. ("NewCo"), a Delaware corporation and
wholly-owned subsidiary of SIS Holdings LP, a Delaware limited partnership
("Cyxtera Stockholder"), which provides for, among other things, (i) Cyxtera to
be contributed to Newco by the Cyxtera Stockholder, with Cyxtera becoming a
wholly-owned subsidiary of Newco, (ii) Merger Sub 1 to be merged with and into
NewCo (the "First Merger"), with NewCo surviving the First Merger as a
wholly-owned subsidiary of SVAC and Merger Sub 1 ceasing to exist, and (iii)
immediately following the First Merger, NewCo to be merged with and into Merger
Sub 2 (the "Second Merger", and together with the First Merger and the other
transactions contemplated by the Merger Agreement, the "Transactions"), with
Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of SVAC
and NewCo ceasing to exist. As a result of the Transactions, Cyxtera and the
various operating subsidiaries of Cyxtera will become subsidiaries of SVAC, with
the Cyxtera Stockholder becoming a stockholder of SVAC.
On February 22, 2021, certain communications regarding the Transactions were
made, which are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5.
Such exhibits and the information set forth therein shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise be subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act.
Item 8.01 Other Events.
Item 7.01 is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the Transactions, SVAC is expected to file a proxy statement
(the "Proxy Statement") with the Securities and Exchange Commission (the "SEC"),
which will be distributed to holders of SVAC's common stock in connection with
SVAC's solicitation of proxies for the vote by the SVAC stockholders with
respect to the Transactions and other matters as described in the Proxy
Statement. SVAC urges its stockholders and other interested persons to read,
when available, the Proxy Statement and amendments thereto and documents
incorporated by reference therein, as well as other documents filed with the SEC
in connection with the transactions, as these materials will contain important
information about SVAC, Cyxtera and the Transactions. When available, the
definitive Proxy Statement will be mailed to SVAC's stockholders. Stockholders
will also be able to obtain copies of such documents, without charge, once
available, at the SEC's website at www.sec.gov, or by directing a request to:
Starboard Value Acquisition Corp., 777 Third Avenue, 18th Floor, New York, NY
10017.
Participants in Solicitation
SVAC and its directors and executive officers, under SEC rules, may be deemed to
be participants in the solicitation of proxies of SVAC's stockholders in
connection with the Transactions. Stockholders of SVAC may obtain more detailed
information regarding the names, affiliations and interests of SVAC's directors
and executive officers in SVAC's final prospectus for its initial public
offering filed with the SEC on September 11, 2020 and in the Proxy Statement
relating to the Transactions when available. Information concerning the
interests of SVAC's participants in the solicitation, which may, in some cases,
be different than those of SVAC's stockholders generally, will be set forth in
the Proxy Statement relating to the Transactions when it becomes available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the federal securities laws, opinions and projections prepared by
Cyxtera's and SVAC's management. These forward-looking statements generally are
identified by the words "expects," "will," "projected," "continue," " increase,"
and/or similar expressions that concern Cyxtera's or SVAC's strategy, plans or
intentions, but the absence of these words does not mean that a statement is not
forward-looking. Such statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995 and are based on
management's belief or interpretation of information currently available.
Because forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of
Cyxtera's or SVAC's control. Actual results and condition (financial or
otherwise) may differ materially from those indicated in the forward-looking
statements.
These forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results and conditions to differ
materially from those indicated in the forward-looking statements, including,
but not limited to, changes in domestic and foreign business, market, financial,
political and legal conditions; the inability of the parties to successfully or
timely consummate the Transactions, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the Transactions or that the required stockholder approval
is not obtained; failure to realize the anticipated benefits of the
Transactions; the risk that the market price of the combined company's
securities may decline following the consummation of the Transactions if the
Transaction's benefits do not meet the expectations of investors or securities
analysts; risks relating to the uncertainty of Cyxtera's projected operating and
financial information; the impact of Cyxtera's substantial debt on its future
cash flows and its ability to raise additional capital in the future; adverse
global economic conditions and credit market uncertainty; the regulatory,
currency, legal, tax and other risks related to Cyxtera's international
operations; the United Kingdom's withdrawal from the European Union and the
potential negative effect on global economic conditions, financial markets and
Cyxtera's business; the effects of the COVID-19 pandemic on Cyxtera's business
or future results; the ability to access external sources of capital on
favorable terms or at all, which could limit Cyxtera's ability to execute its
business and growth strategies; fluctuations in foreign currency exchange rates
in the markets in which Cyxtera operates internationally; physical and
electronic security breaches and cyber-attacks which could disrupt Cyxtera's
operations; Cyxtera's dependence upon the demand for data centers; Cyxtera's
products and services having a long sales cycle that may harm its revenues and
operating results; any failure of Cyxtera's physical infrastructure or negative
impact on its ability to provide its services, or damage to customer
infrastructure within its data centers, which could lead to significant costs
and disruptions that could reduce Cyxtera's revenue and harm its business
reputation and financial results; inadequate or inaccurate external and internal
information, including budget and planning data, which could lead to inaccurate
financial forecasts and inappropriate financial decisions; maintaining
sufficient insurance coverage; environmental regulations and related new or
unexpected costs; climate change and responses to it; prolonged power outages,
shortages or capacity constraints; the combined company's inability to recruit
or retain key executives and qualified personnel; the ability to compete
successfully against current and future competitors; Cyxtera's fluctuating
operating results; incurring substantial losses, as Cyxtera has previously;
Cyxtera's ability to renew its long-term data center leases on acceptable terms,
or at all; Cyxtera's government contracts, which are subject to early
termination, audits, investigations, sanctions and penalties; failure to
attract, grow and retain a diverse and balanced customer base, including key
magnet customers; future consolidation and competition in Cyxtera's customers'
industries, which could reduce the number of Cyxtera's existing and potential
customers and make it dependent on a more limited number of customers; Cyxtera's
reliance on third parties to provide internet connectivity to its data centers;
disruption or termination of connectivity; government regulation; the
non-realization of the financial or strategic goals related to acquisitions that
were contemplated at the time of any transaction; Cyxtera's ability to protect
its intellectual property rights; Cyxtera's ability to continue to develop,
acquire, market and provide new offerings or enhancements to existing offerings
that meet customer requirements and differentiate it from its competitors;
disruptions associated with events beyond its control, such as war, acts of
terror, political unrest, public health concerns, labor disputes or natural
disasters; sales or issuances of shares of the combined company's common stock
may adversely affect the market price of the combined company's common stock;
the requirements of being a public company, including maintaining adequate
internal control over financial and management systems; risks related to
corporate social responsibility; Cyxtera's ability to lease available space to
existing or new customers, which could be constrained by its ability to provide
sufficient electrical power; Cyxtera's ability to adapt to changing technologies
and customer requirements; Cyxtera's ability to manage its growth; risks related
to litigation, securities class action or threatened litigation which may divert
management time and attention, require Cyxtera to pay damages and expenses or
restrict the operation of its business; the volatility of the market price of
the combined company's stock; the incurrence of goodwill and other intangible
asset impairment charges, or impairment charges to Cyxtera's property, plant and
equipment, which could result in a significant reduction to its earnings; U.S.
and foreign tax legislation and future changes to applicable U.S. or foreign tax
laws and regulations and/or their interpretation may have an adverse effect on
Cyxtera's business, financial condition and results of operations and tax rules
and regulations are subject to interpretation and require judgment by Cyxtera
that may be successfully challenged by the applicable taxation authorities upon
audit, which could result in additional tax liabilities; and Cyxtera's ability
to use its United States federal and state net operating losses to offset future
United States federal and applicable state taxable income may be subject to
certain limitations which could accelerate or permanently increase taxes owed.
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the
"Risk Factors" section of SVAC's final prospectus related to its initial public
offering, the proxy statement discussed below and other documents filed by SVAC
from time to time with the SEC. There may be additional risks that Cyxtera and
SVAC do not presently know or that they currently believe are immaterial that
could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements reflect
Cyxtera's and SVAC's expectations, plans or forecasts of future events and views
as of the date of this Current Report on Form 8-K. Accordingly, you should not
place undue reliance upon any such forward-looking statements in this Current
Report on Form 8-K. Neither Cyxtera, SVAC nor any of their affiliates have any
obligation to update this Current Report on Form 8-K.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Transaction and shall not constitute an offer to sell or a solicitation of
an offer to buy the securities of SVAC or Cyxtera nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
99.1 Cyxtera Transaction Key Messages.
99.2 Cyxtera CEO's Communication to Employees.
99.3 Cyxtera Customer Notification.
99.4 Form of Cyxtera Customer E-mail.
99.5 Certain Cyxtera Social Media Content.
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