UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 22, 2021
STARBOARD VALUE ACQUISITION CORP.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001- 39496 |
|
84-3743013 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
777 Third Avenue, 18th
Floor
New York, NY |
10017 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number,
including area code: (212) 845-7977
Not Applicable
(Former name or former address, if changed
since last report)
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:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol |
Name of Each Exchange on Which
Registered |
| Units, each consisting of one share of Class A Common Stock and one-sixth of one Warrant to purchase one share of Class A Common Stock |
|
SVACU |
The Nasdaq Stock Market LLC |
| Class A Common Stock, par value $0.0001 per share |
|
SVAC |
The Nasdaq Stock Market LLC |
| Redeemable Warrants, exercisable for one share of Class A Common Stock for $11.50 per share |
|
SVACW |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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.
SIGNATURE
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.
| |
Starboard Value Acquisition Corp. |
| |
|
| Dated: February 22, 2021 |
|
|
| |
By: |
/s/ Martin D. McNulty, Jr. |
| |
|
Name: |
Martin D. McNulty, Jr. |
| |
|
Title: |
Chief Executive Officer |
