424B3 1 a424b3forearningsrelease20.htm 424B3 424B3 for earnings release 2021

    
PROSPECTUS SUPPLEMENT NO. 5
Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated September 7, 2021)Registration No. 333-258948
        

image_0.jpg
Cyxtera Technologies, Inc.
Up to 20,197,323 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 160,309,118 Shares of Class A Common Stock
Up to 8,576,940 Warrants
 

This prospectus supplement supplements the prospectus dated September 7, 2021 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-258948), filed with the Securities and Exchange Commission (“SEC”) on August 20, 2021. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information on Cyxtera Technologies, Inc's. unaudited fourth quarter and full year 2021 results, which is set forth below.

The Prospectus and the prospectus supplement relate to the issuance by us of up to an aggregate of 20,197,323 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), which consists of (i) up to 8,576,940 shares of Class A Common Stock that are issuable upon the exercise of 8,576,940 warrants (the “Private Placement Warrants”) originally issued in a private placement in connection with the initial public offering of Starboard Value Acquisition Corp., a Delaware corporation (“SVAC”) and in connection with the completion of the forward purchase, by the holders thereof, and (ii) up to 11,620,383 shares of Class A Common Stock that are issuable upon the exercise of 11,620,383 warrants (the “Public Warrants,” and together with the Private Placement Warrants, the “Warrants”) originally issued in the initial public offering of SVAC, by the holders thereof. We will receive the proceeds from any exercise of any Warrants for cash.

The Prospectus and the prospectus supplement also relate to the offer and sale, from time to time, by the selling security holders named in the Prospectus (including their transferees, donees, pledgees and other successors-in-interest) (the “Selling Securityholders”) of (i) up to 160,309,118 shares of Class A Common Stock and (ii) up to 8,576,940 Warrants. We will not receive any proceeds from the sale of shares of Class A Common Stock or Warrants by the Selling Securityholders pursuant to the Prospectus.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by the Prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of Class A Common Stock or Warrants. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Class A Common Stock or Warrants publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the Selling Securityholders may sell the shares of Class A Common Stock or Warrants in the section of the Prospectus entitled “Plan of Distribution.”

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public company reporting requirements.

Our Class A Common Stock is listed on The Nasdaq Stock Market LLC under the symbol “CYXT.” On March 21, 2022, the closing price per share of our Class A Common Stock was $11.45.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 5 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 22, 2022.

 
CYXTERA TECHNOLOGIES, INC.
Consolidated Balance Sheets
As of December 31, 2021, and 2020
(unaudited, in millions, except share information)

20212020
Assets:
Current assets:
Cash$52.4 $120.7 
Accounts receivable, net of allowance of $0.3 and $1.418.3 33.5 
Prepaid and other current assets37.5 41.9 
Due from affiliates — 117.1 
Total current assets108.2 313.2 
Property and equipment, net1,530.8 1,580.7 
Goodwill761.7 762.2 
Intangible assets, net519.8 586.3 
Other assets16.7 23.7 
Total assets$2,937.2 $3,266.1 
Liabilities and shareholders' equity:
Current liabilities:
Accounts payable$57.9 $48.9 
Accrued expenses65.3 88.4 
Due to affiliates — 22.7 
Current portion of long-term debt, capital leases and other financing obligations50.3 65.0 
Deferred revenue60.7 60.2 
Other current liabilities10.0 6.8 
Total current liabilities244.2 292.0 
Long-term debt, net of current portion896.5 1,311.5 
Capital leases and other financing obligations, net of current portion937.8 933.1 
Deferred income taxes29.9 77.8 
Warrant liabilities64.7 — 
Other liabilities158.2 93.9 
Total liabilities2,331.3 2,708.3 
Commitments and contingencies
Shareholders' equity:
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding— — 
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 166,207,190 and 115,745,455 shares issued and outstanding as of December 31, 2021, and December 31, 2020, respectively— — 
Additional paid-in capital1,816.5 1,504.6 
Accumulated other comprehensive income10.8 16.7 
Accumulated deficit(1,221.4)(963.5)
Total shareholders' equity605.9 557.8 
Total liabilities and shareholders' equity$2,937.2 $3,266.1 
1

CYXTERA TECHNOLOGIES, INC.
Consolidated Statements of Operations
For the Years Ended December 31, 2021, and 2020
(unaudited, in millions, except for share information)

20212020
Revenues$703.7 $690.5 
Operating costs and expenses:
Cost of revenues, excluding depreciation and amortization390.5 390.5 
Selling, general and administrative expenses112.8 115.5 
Depreciation and amortization240.6 231.8 
Restructuring, impairment, site closures and related costs 69.8 — 
Transaction- related costs 5.2 — 
Recovery of notes receivable from affiliate — (97.7)
Total operating costs and expenses818.9 640.1 
(Loss) income from operations(115.2)50.4 
Interest expense, net(164.9)(169.4)
Other expenses, net(0.1)(0.3)
Change in fair value of the warrant liabilities(25.5)— 
Loss from operations before income taxes(305.7)(119.3)
Income tax benefit (expense)47.8 (3.5)
Net loss $(257.9)$(122.8)
Loss per Share
     Basic and diluted$(1.94)$(1.06)
Weighted average number of shares outstanding
     Basic and diluted133,126,171 115,745,455 
2

CYXTERA TECHNOLOGIES, INC.
Consolidated Statements of Operations
For Three Months Ended December 31, 2021, and 2020
(unaudited, in millions, except for share information)

Q4 2021Q4 2020
Revenues$178.4 $172.7 
Operating costs and expenses:
Cost of revenues, excluding depreciation and amortization103.1 103.2 
Selling, general and administrative expenses33.1 34.0 
Depreciation and amortization60.0 59.4 
Restructuring, impairment, site closures and related costs 1.4 — 
Recovery of notes receivable from affiliate — (115.9)
Total operating costs and expenses197.6 80.7 
(Loss) income from operations(19.2)92.0 
Interest expense, net(35.6)(41.6)
Other expenses, net1.1 1.8 
Change in fair value of the warrant liabilities(22.8)— 
Loss (income) from operations before income taxes(76.5)52.2 
Income tax expense10.9 19.2 
Net (loss) income $(65.6)$71.4 
(Loss) Income Earnings per Share
     Basic and diluted$(0.40)$0.62 
Weighted average number of shares outstanding
     Basic and diluted165,978,746 115,745,455 
3

CYXTERA TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
For Years Ended December 31, 2021, and 2020
(unaudited, in millions)
20212020
Net loss$(257.9)$(122.8)
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization240.6 231.8 
Restructuring, impairment, site closures and related costs2.0 — 
Amortization of favorable/unfavorable leasehold interests, net3.7 3.1 
Loss on extinguishment of debt and amortization of debt issuance costs and fees, net10.1 5.8 
Recovery of notes receivable from affiliate— (97.7)
Equity-based compensation9.5 8.2 
Reversal of provision for doubtful accounts(1.2)(5.5)
Change of fair value of warrant liabilities25.5 — 
Deferred income taxes(48.2)1.1 
Non-cash interest expense, net9.7 12.0 
Changes in operating assets and liabilities, excluding impact of acquisitions and dispositions:
Accounts receivable16.4 37.4 
Prepaid and other current assets3.6 15.0 
Due from affiliates— 0.8 
Other assets6.5 4.3 
Accounts payable(10.1)(7.1)
Accrued expenses (22.9)10.2 
Due to affiliates(22.7)(2.1)
Other liabilities61.2 22.1 
Net cash provided by operating activities25.8 116.6 
Cash flows from investing activities:
Purchases from property and equipment(77.5)(83.2)
Amounts received from (advanced to) affiliate 117.1 (19.4)
Net cash provided by (used in) investing activities39.6 (102.6)
Cash flows from financing activities:
Proceeds from issuance of long-term debt and other financing obligations40.0 91.7 
Proceeds from recapitalization, net of issuance costs434.5 — 
Capital contribution5.2 — 
Proceeds from sale-leaseback financing 5.0 46.0 
Repayment of long-term debt(461.7)(10.3)
Repayment of capital leases and other financing obligations(62.1)(36.4)
Capital redemption(97.9)— 
Net cash (used in) provided by financing activities(137.0)91.0 
Effect of foreign currency exchange rates on cash3.3 2.7 
Net (decrease) increase in cash(68.3)107.7 
Cash at beginning of period120.7 13.0 
Cash at end of period$52.4 $120.7 
Supplemental cash flow information:
Cash paid for income taxes, net$4.5 $3.6 
Cash paid for interest$58.6 $157.4 
Non-cash purchases of property and equipment$65.7 $55.3 
4