8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2022

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Cyxtera Technologies, Inc.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation)	001-39496	84-3743013 (IRS Employer Identification No.)
2333 Ponce de Leon Boulevard Suite 900 Coral Gables, FL 33134 (Address of principal executive office)	(Commission File Number)	33134 (Zip Code)

(305) 537-9500

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

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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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	CYXT	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 10, 2022, Raymond Svider resigned from the Board of Directors (the “Board”) of Cyxtera Technologies, Inc., a Delaware corporation (the “Company”). Mr. Svider’s resignation was not due to any disagreement with the Company.

In addition, on November 10, 2022, the Board elected Benjamin Phillips to serve as a member of the Board to fill the vacancy created by Mr. Svider’s resignation. Mr. Phillips was designated by BCEC-SIS Holdings L.P. pursuant to the Stockholders Agreement, dated July 29, 2021, between the Company and certain investor parties, as modified by that certain Joinder to Stockholders Agreement, dated as of July 29, 2022. Mr. Phillips will not serve on any Board committees.

Mr. Phillips currently serves as Managing Director at BC Partners LLC (“BC Partners”). BC Partners is an alternative investment manager focused on private equity, credit and real estate. Before joining BC Partners in 2018, Mr. Phillips worked at Hill Path Capital LP where he spent three years as a private equity principal, evaluating and executing investments in private equity, public equity and high yield debt and working with management teams at portfolio companies to optimize businesses, particularly in areas of strategy, operations, capital structure and governance. Prior to this, he was a private equity associate at Catterton Partners (now LCatterton). Mr. Phillips also held roles at Sagent Advisors and Bank of America Merrill Lynch (now Bank of America) where he was an investment banking analyst in the Consumer and Retail Group. Mr. Phillips holds an MBA from Harvard Business School and a BA in Economics and Mathematics from Washington University in St Louis.

The Board determined that Mr. Phillips meets the independence standards of the rules of The NASDAQ Stock Market LLC and the applicable rules of the United States Securities and Exchange Commission (the “SEC”). There are no transactions in which Mr. Phillips has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In accordance with the terms of the Company’s Non-Employee Director Compensation Program (the “Program”), Mr. Phillips is eligible to participate in the Company’s standard compensation arrangements for non-employee directors described in the Company’s definitive proxy statement filed with the SEC on April 26, 2022. Notwithstanding the foregoing, pursuant to his employment agreement with BCEC-SIS Holdings L.P., Mr. Phillips’ Board compensation is paid to BCEC-SIS Holdings L.P. In addition, Mr. Phillips agreed to forfeit, for no consideration, his right to receive the Initial Award (as defined in the Program) under the Program. The Company has entered into its standard form of Indemnification Agreement with Mr. Phillips. The Form of Indemnification Agreement is filed as Exhibit 10.10 to the Company’s Current Report as filed with the SEC on August 4, 2021.

Item 7.01.    Regulation FD Disclosure.

On November 16, 2022, the Company issued a press release announcing that its Board of Directors has determined to delay completion of its previously announced conversion to a real estate investment trust for federal income tax purposes. A copy of the press release is “furnished” as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, 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, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01.    Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release issued by the Company dated November 16, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	Cyxtera Technologies, Inc.
Date: November 16, 2022	By:	/s/ Victor Semah
	Name:	Victor Semah
	Title:	Chief Legal Officer

EX-99.1

Exhibit 99.1

Cyxtera Announces Update on REIT Conversion

Miami, FL – November 16, 2022 – Cyxtera (NASDAQ: CYXT), a global leader in data center colocation and interconnection services, today announced that its Board of Directors has determined to target completion of its previously announced conversion to a real estate investment trust (“REIT”) for federal income tax purposes on January 1, 2024 instead of January 1, 2023. Cyxtera’s decision is not due to any issue impacting the company’s ability to meet the requirements to elect REIT status, but rather to maintain flexibility as it considers alternatives for the company and its capital structure.

“Our company continues to perform well, and we remain confident in the strength of our business and the robust demand for our global platform of highly interconnected data centers” said Nelson Fonseca, Cyxtera’s Chief Executive Officer. “As the expected tax and financial benefits of the REIT conversion are long term in nature, delaying the conversion allows Cyxtera to focus on its capital raising and refinancing process while considering alternatives for the company and its capital structure without sacrificing any material benefit of the REIT conversion to the company and its stockholders.”

About Cyxtera

Cyxtera is a global leader in colocation and interconnection services, with a footprint of more than 60 data centers in over 30 markets. With IT infrastructure becoming increasingly hybrid, complex, and distributed, Cyxtera continues to expand its portfolio beyond space and power to deliver more cloud-like and flexible infrastructure solutions across its global data center platform and robust partner ecosystem. Today, Cyxtera provides more than 2,300 enterprise and government customers with the technology solutions they need to scale faster, achieve financial goals, and gain a competitive advantage. For more information, please visit www.cyxtera.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Cyxtera intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about Cyxtera’s capital raising and refinancing efforts, Cyxtera’s exploration of alternatives for the company and its capital structure, the demand for Cyxtera’s services, and Cyxtera’s plans to convert to a REIT and the timing of such conversion, are forward-looking statements and should be evaluated as such.  The forward-looking statements involve risks and uncertainties, and you should not place undue reliance on these forward-looking statements. Actual results may differ materially from expectations discussed in such forward-looking statements. Although Cyxtera believes that its forward-looking statements are based on reasonable assumptions, its expected results may not be achieved, and actual results may differ materially from its expectations. There are a number of factors that could cause actual results and developments to differ materially, including the risk that Cyxtera will not be able to complete the refinancing of its existing debt and/or capital raising on acceptable terms, or at all; the risk that one or more alternatives may not be available to Cyxtera on favorable terms, or at all; the risk that Cyxtera’s exploration of alternatives for the company and its capital structure or the public announcement thereof may be disruptive to the company’s business operations, cause Cyxtera’s stock price to fluctuate significantly, divert the attention of Cyxtera’s management and its board of directors and/or negatively impact Cyxtera’s ability to attract, retain and motivate key employees; Cyxtera’s ability to address the significant implementation and operational complexities required to complete a conversion to a REIT, including, without limitation, completing internal reorganizations and modifying accounting and information technology systems, and receiving any necessary stakeholder and other approvals; Cyxtera’s ability to apply highly technical and complex provisions of the US Internal Revenue Code, as amended, to its operations; and the timing to complete conversion to a REIT, if at all. These cautionary statements should not be construed by you to be exhaustive and the forward-looking statements are made only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Press Contact:

Janice Clayton

press@cyxtera.com

Investor Relations Contact:

Greer Aviv

greer.aviv@cyxtera.com

Source: Cyxtera Technologies, Inc.

XML

Cover Page	Nov. 16, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 10, 2022
Entity Registrant Name	Cyxtera Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39496
Entity Tax Identification Number	84-3743013
Entity Address, Address Line One	2333 Ponce de Leon Boulevard
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Coral Gables
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33134
City Area Code	305
Local Phone Number	537-9500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 pershare
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001794905
Common Stock [Member]
Document Information [Line Items]
Trading Symbol	CYXT
Security Exchange Name	NASDAQ