Filing Details
- Accession Number:
- 0001193125-22-025749
- Form Type:
- 13D Filing
- Publication Date:
- 2022-02-01 19:00:00
- Filed By:
- Bc Partners Holdings Ltd
- Company:
- Cyxtera Technologies Inc.
- Filing Date:
- 2022-02-02
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SIS Holdings | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
| SIS Holdings GP | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
| BCEC-Cyxtera Technologies Holdings (Guernsey) | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
| BCEC Management X Limited | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
| CIE Management IX Limited | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
| BC Partners Group Holdings Limited | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
| BC Partners Holdings Limited | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
| Medina Capital Fund II - SIS Holdco | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
| Medina Capital Fund II - SIS Holdco GP | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
| Manuel D. Medina | 0 | 109,850,000 | 0 | 109,850,000 | 109,850,000 | 61.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cyxtera Technologies, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
23284C102
(CUSIP Number)
Victor Semah
c/o Cyxtera Technologies, Inc.
2333 Ponce De Leon Blvd, Ste 900
Coral Gables, FL 33134
(305) 537-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 31, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 23284C102 | 13D | Page 1 of 15 pages |
| 1 | Names of Reporting Persons
SIS Holdings LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 23284C102 | 13D | Page 2 of 15 pages |
| 1 | Names of Reporting Persons
SIS Holdings GP LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 23284C102 | 13D | Page 3 of 15 pages |
| 1 | Names of Reporting Persons
BCEC-Cyxtera Technologies Holdings (Guernsey) L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Guernsey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 23284C102 | 13D | Page 4 of 15 pages |
| 1 | Names of Reporting Persons
BCEC Management X Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Guernsey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 23284C102 | 13D | Page 5 of 15 pages |
| 1 | Names of Reporting Persons
CIE Management IX Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Guernsey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 23284C102 | 13D | Page 6 of 15 pages |
| 1 | Names of Reporting Persons
BC Partners Group Holdings Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Guernsey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 23284C102 | 13D | Page 7 of 15 pages |
| 1 | Names of Reporting Persons
BC Partners Holdings Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Guernsey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 23284C102 | 13D | Page 8 of 15 pages |
| 1 | Names of Reporting Persons
Medina Capital Fund II - SIS Holdco, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 23284C102 | 13D | Page 9 of 15 pages |
| 1 | Names of Reporting Persons
Medina Capital Fund II - SIS Holdco GP, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 23284C102 | 13D | Page 10 of 15 pages |
| 1 | Names of Reporting Persons
Manuel D. Medina | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
109,850,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
109,850,000 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
109,850,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
61.5% | |||||
| 14 | Type of Reporting Person
IN | |||||
| CUSIP No. 23284C102 | 13D | Page 11 of 15 pages |
EXPLANATORY NOTE
This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on August 11, 2021 (as amended to date, the Schedule 13D) with respect to the shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock), of Cyxtera Technologies, Inc., a Delaware corporation (the Issuer). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 3:
As described in Item 4 below, on January 31, 2021, SIS Holdings LP exercised its option to purchase 3,750,000 shares of Class A Common Stock (the Option Purchase Shares) from the Issuer for aggregate consideration of $37,500,000, or $10 per share, pursuant to the previously disclosed Optional Share Purchase Agreement. SIS Holdings LP used cash on hand for the purchase of the Option Purchase Shares.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:
Share Purchase Pursuant to Optional Share Purchase Agreement
On January 31, 2021, pursuant to its rights under the Optional Share Purchase Agreement, SIS Holdings LP purchased the Option Purchase Shares at a price of $10.00 per share from the Issuer.
| CUSIP No. 23284C102 | 13D | Page 12 of 15 pages |
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) (b)
The following sets forth, as of the date hereof, the aggregate number of shares of Class A Common Stock and percentage of shares of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, based on 178,566,352 shares of Class A Common Stock outstanding, which includes (i) 171,066,352 shares of Class A Common Stock outstanding as of January 25, 2022, as disclosed in the Issuers Current Report on Form 8-K filed with the SEC on January 26, 2022, and (ii) 7,500,000 shares of Class A Common Stock issued as a result of the purchases made pursuant to the Optional Share Purchase Agreement, which includes 3,750,000 shares of Class A Common Stock issued to SIS Holdings LP and 3,750,000 shares of Class A Common Stock issued to investment funds affiliated with Starboard Value LP:
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| SIS Holdings LP | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
| SIS Holdings GP LLC | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
| BCEC-Cyxtera Technologies Holdings (Guernsey) L.P. | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
| BCEC Management X Limited | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
| CIE Management IX Limited | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
| BC Partners Group Holdings Limited | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
| BC Partners Holdings Limited | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
| Medina Capital Fund II - SIS Holdco, L.P. | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
| Medina Capital Fund II - SIS Holdco GP, LLC | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
| Manuel D. Medina | 109,850,000 | 61.5 | % | 0 | 109,850,000 | 0 | 109,850,000 | |||||||||||||||||
SIS Holdings LP is the record holder of the shares of Class A Common Stock reported herein.
The general partner of SIS Holdings LP is SIS Holdings GP, LLC., which is managed by a board of directors, a majority of which is appointed by BCEC Cyxtera Technologies Holdings (Guernsey) L.P. The general partners of BCEC Cyxtera Technologies Holdings (Guernsey) L.P. are CIE Management IX Limited and BCEC Management X Limited, which are controlled by
| CUSIP No. 23284C102 | 13D | Page 13 of 15 pages |
the board of directors, which are appointed by BC Partners Group Holdings Limited, which is a majority owned subsidiary of BC Partners Holdings Limited, which is controlled by Lee Clark, Karen Jamieson and Mark Rodliffe. As a result, each of the foregoing entities may be deemed to share voting and investment power over the shares of Class A Common Stock held by SIS Holdings LP.
Medina Capital Fund II- SIS Holdco, L.P. maintains the right to elect one of BCEC Cyxtera Technologies Holdings (Guernsey) L.P.s director designees and a negative consent right over the disposition of the securities held by SIS Holdings LP. Medina Capital Fund II - SIS Holdco GP, LLC is the general partner of Medina Capital Fund II- SIS Holdco, L.P., which is ultimately controlled by Manuel D. Medina. As a result, Mr. Medina and each of the foregoing entities may be deemed to share voting and investment power over the shares of Class A Common Stock held by SIS Holdings LP.
In addition, by virtue of the agreements made pursuant to the Stockholders Agreement, the Investor Parties may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. The Reporting Persons expressly disclaim any beneficial ownership of shares of Class A Common Stock beneficially owned by SVAC Sponsor LLC and such shares are not the subject of this Schedule 13D.
| (c) | Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock. |
| (d) | None. |
| (e) | Not applicable. |
| CUSIP No. 23284C102 | 13D | Page 14 of 15 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 2, 2022
| SIS Holdings LP | ||
| By: | SIS Holdings GP, LLC, its General Partner | |
| By: | /s/ Manuel D. Medina | |
| Name: | Manuel D. Medina | |
| Title: | Chief Executive Officer | |
| SIS Holdings GP LLC | ||
| By: | /s/ Manuel D. Medina | |
| Name: | Manuel D. Medina | |
| Title: | Chief Executive Officer | |
| BCEC-Cyxtera Technologies Holdings (Guernsey) L.P. | ||
| By: | /s/ Lee Clark | |
| Name: | Lee Clark | |
| Title: | Director of the General Partners | |
| BCEC Management X Limited | ||
| By: | /s/ Lee Clark | |
| Name: | Lee Clark | |
| Title: | Director | |
| CIE Management IX Limited | ||
| By: | /s/ Lee Clark | |
| Name: | Lee Clark | |
| Title: | Director | |
| BC Partners Group Holdings Limited | ||
| By: | /s/ Lee Clark | |
| Name: | Lee Clark | |
| Title: | Director | |
| CUSIP No. 23284C102 | 13D | Page 15 of 15 pages |
| BC Partners Holdings Limited | ||
| By: | /s/ Lee Clark | |
| Name: | Lee Clark | |
| Title: | Director | |
| Medina Capital Fund II - SIS Holdco, L.P. | ||
| By: | /s/ Manuel D. Medina | |
| Name: | Manuel D. Medina | |
| Title: | Authorized Signatory | |
| Medina Capital Fund II - SIS Holdco GP, LLC | ||
| By: | /s/ Manuel D. Medina | |
| Name: | Manuel D. Medina | |
| Title: | Authorized Signatory | |
| /s/ Manuel D. Medina | ||
| Name: | Manuel D. Medina | |