UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020

2021

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from         to

Commission File Number: Number 001-39496

Starboard Value Acquisition Corp.

Cyxtera Technologies, Inc.
(Exact name of registrant as specified in its charter)

Delaware84-3743013
Delaware84-3743013
(State or other jurisdiction of
incorporation or
organization)
(I.R.S. Employer
Identification No.)Number)

2333 Ponce De Leon Boulevard Suite 900
Coral Gables, FL 33134
(305) 537-9500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
777 Third Avenue, 18th Floor
New York, NY
10017
(Address of principal executive offices)(Zip Code)

(212) 845-7977
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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

Title of each classTrading Symbol(s)SymbolName of each exchange on which registered
Units, each consisting ofClass A common stock, par value $0.0001 per shareCYXTThe Nasdaq Stock Market LLC
Warrants to purchase one share of Class A Common Stock and one-sixth of one Redeemable Warrantcommon stockSVACUCYXTWThe Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per shareSVACThe Nasdaq Stock Market LLC
Redeemable Warrants, exercisable for one share of Class A Common Stock for $11.50 per shareSVACWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrantRegistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x*

*The registrant became subject to such requirements on September 9, 2020, and it has filed all reports so required since that date.

Indicate by check mark whether the registrantRegistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨Accelerated filer¨
Non-accelerated filerxSmaller reporting companyx
Emerging growth companyx

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).: Yes x No ¨

As of November 16, 2020, 40,423,45312, 2021, there were approximately 165,978,740 shares of the registrant's Class A common stock, par value $0.0001 and 10,105,863 shares of Class B common stock, par value $0.0001, were issued andper share, outstanding.


STARBOARD VALUE ACQUISITION CORP.

Quarterly Report on Form



CYXTERA TECHNOLOGIES, INC.
FORM 10-Q

Table of Contents

TABLE OF CONTENTS

Page No.
PART I. FINANCIAL INFORMATIONPage
Financial Statements1
Condensed Balance Sheets as of September 30, 2020 (Unaudited) and December 31, 20191

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

STARBOARD VALUE ACQUISITION CORP.

CONDENSED BALANCE SHEETS

  September 30, 2020  December 31, 2019 
  (Unaudited)    
Assets:        
Current assets:        
Cash $2,652,970  $72,751 
Prepaid expenses  279,418   - 
Total current assets  2,932,388   72,751 
Deferred offering costs associated with the initial public offering  -   312,489 
Investments held in Trust Account  404,261,756   - 
Total Assets $407,194,144  $385,240 
         
Liabilities and Stockholders' Equity:        
Current liabilities:        
Accounts payable $42,363  $253,937 
Accrued expenses  70,000   - 
Franchise tax payable  150,702   565 
Note payable - related party  -   107,062 
Total current liabilities  263,065   361,564 
Deferred legal fees  250,000   - 
Deferred underwriting commissions in connection with the initial public offering  18,190,554   - 
Total liabilities  18,703,619   361,564 
         
Commitments and Contingencies        
Class A common stock; 38,349,052 shares subject to possible redemption at $10.00 per share  383,490,520   - 
         
Stockholders' Equity:        
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding  -   - 
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,074,401 shares issued and outstanding (excluding 38,349,052 shares subject to possible redemption)  207   - 
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,105,863 shares issued and outstanding (1)  1,011   1,035 
Additional paid-in capital  5,175,852   23,965 
Accumulated deficit  (177,065)  (1,324)
Total stockholders' equity  5,000,005   23,676 
Total Liabilities and Stockholders' Equity $407,194,144  $385,240 

(1) This number includes up to 1,350,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters as of December 31, 2019. On September 18, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 4,423,453 Units; thus, only 244,137 Class B ordinary shares were forfeited accordingly.(see Note 5)

The accompanying notes are an integral part of these unaudited condensed financial statements.

1


STARBOARD VALUE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

  For The Three Months
Ended September 30, 2020
  For The Nine Months
Ended September 30, 2020
 
General and administrative expenses $52,801  $52,830 
Franchise tax expense  147,937   150,137 
Loss from operations $(200,738) $(202,967)
Net gain on investments held in Trust Account  27,226   27,226 
Net loss $(173,512) $(175,741)
         
Weighted average shares outstanding of Class A common stock  38,081,625   38,081,625 
Basic and diluted net income per share $-  $- 
Weighted average shares outstanding of Class B common stock  10,105,863   10,105,863 
Basic and diluted net loss per share $(0.02) $(0.02)

The accompanying notes are an integral part of these



PART I- FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

CYXTERA TECHNOLOGIES, INC.
Condensed Consolidated Balance Sheets
(unaudited, condensed financial statements.

in millions, except share information)

September 30, 2021December 31, 2020
Assets:
Current assets:
Cash$74.5 $120.7 
Accounts receivable, net of allowance of $0.5 and $1.4, respectively26.2 33.5 
Prepaid and other current assets38.0 41.9 
Due from affiliates (Note 18)— 117.1 
Total current assets138.7 313.2 
Property and equipment, net1,496.4 1,580.7 
Goodwill761.5 762.2 
Intangible assets, net536.2 586.3 
Other assets15.2 23.7 
Total assets$2,948.0 $3,266.1 
Liabilities and shareholders' equity:
Current liabilities:
Accounts payable$48.1 $48.9 
Accrued expenses60.5 88.4 
Due to affiliates (Note 18)— 22.7 
Current portion of long-term debt, capital leases and other financing obligations49.9 65.0 
Deferred revenue60.8 60.2 
Other current liabilities9.1 6.8 
Total current liabilities228.4 292.0 
Long-term debt, net of current portion900.6 1,311.5 
Capital leases and other financing obligations, net of current portion907.3 933.1 
Deferred income taxes39.8 77.8 
Warrant liabilities44.5 — 
Other liabilities160.5 93.9 
Total liabilities2,281.1 2,708.3 
Commitments and contingencies (Note 16)00
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; 165,978,740 and 115,745,455 shares issued and outstanding as of September 30, 2021 and December 31, 2020 , respectively— — 
Additional paid-in capital1,810.4 1,504.6 
Accumulated other comprehensive income12.3 16.7 
Accumulated deficit(1,155.8)(963.5)
Total shareholders' equity666.9 557.8 
Total liabilities and shareholders' equity$2,948.0 $3,266.1 
2
See accompanying notes to condensed consolidated financial statements4

STARBOARD VALUE ACQUISITION CORP.

UNAUDITED



CYXTERA TECHNOLOGIES, INC.
Condensed Consolidated Statements of Operations
(unaudited, in millions, except for share information)

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Revenues$177.1 $172.0 $525.3 $517.7 
Operating costs and expenses
  Cost of revenues, excluding depreciation and amortization93.5 97.3 287.4 287.3 
  Selling, general and administrative expenses29.2 24.5 79.7 81.4 
  Depreciation and amortization59.4 57.5 180.6 172.4 
  Restructuring, impairment, site closures and related costs (Note 5)1.4 — 68.4 — 
  Transaction-related costs (Note 13)5.2 — 5.2 — 
  Impairment of notes receivable from affiliate (Note 18)— 9.4 — 18.2 
Total operating costs and expenses188.7 188.7 621.3 559.3 
Loss from operations(11.6)(16.7)(96.0)(41.6)
Interest expense, net(43.1)(42.4)(129.3)(127.8)
Other expenses, net(0.4)(1.4)(1.2)(2.1)
Change in fair value of warrant liabilities(2.7)— (2.7)— 
Loss from operations before income taxes(57.8)(60.5)(229.2)(171.5)
Income tax benefit11.1 14.6 36.9 22.7 
Net loss$(46.7)$(45.9)$(192.3)$(148.8)
Loss Per Share
     Basic and diluted$(0.32)$(0.40)$(1.58)$(1.29)
Weighted average number of shares outstanding
     Basic and diluted147,754,776 115,745,455 121,868,742 115,745,455 
See accompanying notes to condensed consolidated financial statements5


CYXTERA TECHNOLOGIES, INC.
Condensed Consolidated Statements of Comprehensive Loss
(unaudited, in millions)

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Net loss$(46.7)$(45.9)$(192.3)$(148.8)
Other comprehensive income (loss):
Foreign currency translation adjustment(6.1)9.7 (4.4)(5.1)
Other comprehensive income (loss)(6.1)9.7 (4.4)(5.1)
Comprehensive loss$(52.8)$(36.2)$(196.7)$(153.9)
See accompanying notes to condensed consolidated financial statements6


CYXTERA TECHNOLOGIES, INC.
Condensed Consolidated Statements of Changes in Shareholders' Equity
(unaudited, in millions, except for share information)

Class A common stockAdditional paid-in
capital
Accumulated other comprehensive income (loss)Accumulated deficitTotal shareholders' equity
ShareAmount
Balance as of December 31, 2020115,745,455$— $1,504.6 $16.7 $(963.5)$557.8 
Equity-based compensation— 1.9 — — 1.9 
Capital redemption(9,645,455)— (97.9)— — (97.9)
Net loss— — — (52.6)(52.6)
Other comprehensive gain (loss)— — 0.2 — 0.2 
Balance as of March 31, 2021106,100,000— 1,408.6 16.9 (1,016.1)409.4 
Equity-based compensation— — 1.7 — — 1.7 
Net loss— — — — (93.0)(93.0)
Other comprehensive gain (loss)— — — 1.5 — 1.5 
Balance as of June 30, 2021106,100,000 — 1,410.3 18.4 (1,109.1)319.6 
Equity-based compensation— 1.8 — — 1.8 
Reverse recapitalization, net of transaction costs59,878,740— 393.1 — — 393.1 
Capital contribution— 5.2 — — 5.2 
Net loss— — — (46.7)(46.7)
Other comprehensive (loss) gain— — (6.1)— (6.1)
Balance as of September 30, 2021165,978,740$— $1,810.4 $12.3 $(1,155.8)$666.9 
See accompanying notes to condensed consolidated financial statements7


CYXTERA TECHNOLOGIES, INC.
Condensed Consolidated Statements of Changes in Shareholders' Equity
(unaudited, in millions, except share information)

Class A common stockAdditional paid-in
capital
Accumulated other comprehensive income (loss)Accumulated deficitTotal shareholders' equity
ShareAmount
Balance as of December 31, 20190.96$— $1,494.9 $8.0 $(840.7)$662.2 
Retroactive application of recapitalization115,745,454— — — — — 
Adjusted balance, beginning of period115,745,4551,494.98.0(840.7)662.2
Equity-based compensation— 2.2 — — 2.2 
Net loss— — — (47.4)(47.4)
Other comprehensive (loss) gain— — (17.4)— (17.4)
Balance as of March 30, 2020115,745,4551,497.1(9.4)(888.1)599.6
Equity-based compensation— 2.0 — — 2.0 
Net loss— — — (55.5)(55.5)
Other comprehensive gain (loss)— — 2.6 — 2.6 
Balance as of June 30, 2020115,745,455 $— 1,499.1 (6.8)(943.6)548.7 
Equity-based compensation— 2.0 — — 2.0 
Net loss— — — (45.9)(45.9)
Other comprehensive gain (loss)— — 9.7 — 9.7 
Balance as of September 30, 2020115,745,455$— $1,501.1 $2.9 $(989.5)$514.5 
See accompanying notes to condensed consolidated financial statements8


CYXTERA TECHNOLOGIES, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited, in millions)

Nine Months Ended September 30,
20212020
Net loss$(192.3)$(148.8)
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization180.6 172.4 
Restructuring, impairment, site closures and related costs2.0 — 
Amortization of favorable/unfavorable leasehold interests, net2.9 2.4 
Loss on extinguishment of debt and amortization of debt issuance costs and fees, net9.1 4.4 
Impairment of notes receivable from affiliate (Note 18)— 18.2 
Equity-based compensation5.4 5.7 
Provision for (reversal of) doubtful accounts(1.1)(4.0)
Deferred income taxes(37.1)(23.9)
Change of fair value of warrant liabilities2.7 — 
Non-cash interest expense, net7.1 9.8 
Changes in operating assets and liabilities, excluding impact of acquisitions and dispositions:
Accounts receivable8.3 21.1 
Prepaid and other current assets3.1 12.8 
Other assets8.1 3.7 
Accounts payable(10.5)3.0 
Accrued expenses(27.7)(6.2)
Due to affiliates(22.8)— 
Other liabilities63.0 14.8 
Net cash provided by operating activities0.8 85.4 
Cash flows from investing activities:
Purchases from property and equipment(44.1)(58.5)
Amounts received from (advanced to) affiliate (Note 18)117.1 (14.9)
Net cash provided by (used in) investing activities73.0 (73.4)
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 costs436.0 — 
Repayment of long-term debt(459.4)(8.0)
Repayment of capital leases and other financing obligations(49.1)(26.3)
Capital redemption(97.9)— 
Capital contribution5.2 — 
Net cash (used in) provided by financing activities(125.2)57.4 
Effect of foreign currency exchange rates on cash5.2 (2.9)
Net (decrease) increase in cash(46.2)66.5 
Cash at beginning of period120.7 12.9 
Cash at end of period$74.5 $79.4 
Supplemental cash flow information:
Cash paid for income taxes, net$4.3 $1.6 
Cash paid for interest$67.6 $43.4 
Non-cash purchases of property and equipment$19.4 $42.4 
See accompanying notes to condensed consolidated financial statements9


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020

  For the Three and Nine Months Ended September 30, 2020 
  Common Stock  Additional     Total 
  Class A  Class B  Paid-In  Accumulated  Stockholders' 
  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
Balance - December 31, 2019 (1)(2)  -  $-   10,350,000  $1,035  $23,965  $(1,324) $23,676 
Net loss (unaudited)  -   -   -   -   -   (1,086)  (1,086)
Balance - March 31, 2020 (unaudited) (1)(2)  -  $-   10,350,000  $1,035  $23,965  $(2,410) $22,590 
Net loss (unaudited)  -   -   -   -   -   (1,143)  (1,143)
Balance - June 30, 2020 (unaudited) (1)(2)  -  $-   10,350,000  $1,035  $23,965  $(3,553) $21,447 
Sale of units in initial public offering, gross  40,423,453   4,042   -   -   404,230,488   -   404,234,530 
Offering costs  -   -   -   -   (25,676,631)  -   (25,676,631)
Sale of private placement warrants to Sponsor in private placement  -   -   -   -   10,084,691   -   10,084,691 
Class B common stock forfeited  -   -   (244,137)  (24)  24   -   - 
Class A common stock subject to possible redemption  (38,349,052)  (3,835)  -   -   (383,486,685)  -   (383,490,520)
Net loss  -   -   -   -   -   (173,512)  (173,512)
Balance - September 30, 2020 (unaudited)  2,074,401  $207   10,105,863  $1,011  $5,175,852  $(177,065) $5,000,005 

The accompanying notes are an integral part of these unaudited condensed financial statements.

(1) This number includes up to 1,350,000 shares of common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On September 18, 2020, the underwriters partially exercised the over-allotment option to purchase an additional 4,423,453 Units; thus, only 244,137 Class B ordinary shares were forfeited accordingly.(see

(Unaudited)




Note 5)

(2) As of December 31, 2019, March 31, 20201.    Organization and June 30, 2020, 8,625,000 sharesdescription of the Company’s Class B common stock, par value $0.0001 per share,business


Cyxtera Technologies, Inc. ("Cyxtera") is a global data center leader in retail colocation and interconnection services. Cyxtera's data center platform consists of 61 highly interconnected data centers across 28 markets on 3 continents. Cyxtera provides an innovative suite of deeply connected and intelligently automated infrastructure and interconnection solutions to more than 2,300 enterprises, service providers and government agencies around the world.

Cyxtera was issued and outstanding. On September 9, 2020, the Company effected a 1.2:1 share capitalization, resultingincorporated in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization. 

3

STARBOARD VALUE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

Cash Flows from Operating Activities:    
Net loss $(175,741)
Adjustments to reconcile net loss to net cash used in operating activities:
Net gain from investments held in Trust Account  (27,226)
Changes in operating assets and liabilities:    
Prepaid expenses  (279,418)
Accounts payable  30,760 
Franchise tax payable  150,137 
Net cash used in operating activities  (301,488)
     
Cash Flows from Investing Activities    
Cash deposited in Trust Account  (404,234,530)
Net cash used in investing activities  (404,234,530)
     
Cash Flows from Financing Activities:    
Proceeds from note payable to related parties  41,500 
Repayment of note payable to related party  (141,500)
Proceeds received from initial public offering, gross  404,234,530 
Proceeds received from private placement  10,084,691 
Offering costs paid  (7,102,984)
Net cash provided by financing activities  407,116,237 
     
Net change in cash  2,580,219 
     
Cash - beginning of the period  72,751 
Cash - end of the period $2,652,970 
     
Supplemental disclosure of noncash financing activities:    
Offering costs included in accounts payable $7,666 
Offering costs included in accrued expenses $70,000 
Offering costs funded with note payable $7,062 
Deferred underwriting commissions in connection with the initial public offering $18,190,554 
Deferred legal fees $250,000 
Initial value of Class A common stock subject to possible redemption $341,051,610 
Change in initial value of Class A common stock subject to possible redemption $42,438,910 
Forfeiture of Class B common stock $24 

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1—Description of Organization, Business Operations and Basis of Presentation

Delaware as Starboard Value Acquisition Corp. (the “Company”(“SVAC”) was incorporated in Delaware on November 14, 2019. The Company was formed forOn July 29, 2021 (the “Closing Date”), SVAC consummated the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similarpreviously announced business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2020, the Company had not commenced any operations. All activity for the period from November 14, 2019 (inception) through September 30, 2020 relatespursuant to the Company’s formationAgreement and the initial public offeringPlan of Merger, dated February 21, 2021 (the “Initial Public Offering”“Merger Agreement”) described below. The Company will not generate any operating revenues until after the completion, by and among SVAC, Cyxtera Technologies, Inc., a Delaware corporation (“Legacy Cyxtera”), Mundo Merger Sub 1, Inc., a Delaware Corporation and wholly-owned subsidiary of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is SVAC Sponsor("Merger Sub 1"), Mundo Merger Sub 2, LLC, a Delaware limited liability company (the “Sponsor”and wholly-owned subsidiary of SVAC ("Merger Sub 2" and, together with Mundo Merger Sub 1, the "Merger Subs"), and Mundo Holdings, Inc. ("NewCo"), a Delaware corporation and wholly-owned subsidiary of SIS Holding LP, a Delaware limited partnership ("SIS"). The registration statements for the Company’s Initial Public Offering became effective on September 9, 2020. On September 14, 2020, the Company consummated its Initial Public Offering of 36,000,000 units (the “Units” and, with respectPursuant to the Class A common stock, par value $0.0001 per share, includedMerger Agreement, Legacy Cyxtera was contributed to Newco and then converted into a limited liability company and, thereafter, Merger Sub 1 was merged with and into NewCo, with NewCo surviving such merger as a wholly-owned subsidiary of SVAC and immediately following such merger and as part of the same overall transaction NewCo was merged with and into Merger Sub 2, with Merger Sub 2 surviving such merger as a wholly owned subsidiary of SVAC (the “Business Combination” and, collectively with the other transactions described in the Units offered,Merger Agreement, the “Public Shares”“Transactions”) at $10.00 per Unit, generating gross proceeds of $360.0 million,. On the Closing Date, and incurring offering costs of approximately $23.0 million, inclusive of $16.2 million in deferred underwriting commissions (Note 5).  The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,400,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On September 18, 2020, the underwriters partially exercised the over-allotment option and on September 23, 2020, purchased an additional 4,423,453 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $44.2 million, and incurred additional offering costs of approximately $2.7 million (net of approximately $221,000 in reimbursement for certain expenses from the underwriters), including approximately $2.0 million in deferred underwriting fees.

Simultaneouslyconnection with the closing of the Initial Public Offering,Business Combination, SVAC changed its name to Cyxtera Technologies, Inc.


Unless otherwise indicated or the Company completedcontext otherwise requires, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” the private sale (the “Private Placement”) of an aggregate of 6,133,333 warrants (the “Private Placement Warrants”)“Company” and “Cyxtera” refer to the Sponsor, at a purchase priceconsolidated operations of $1.50 per Private Placement Warrant, generating gross proceedsCyxtera Technologies, Inc. and its subsidiaries. References to “SVAC” refer to Starboard Value Acquisition Corp. prior to the Companyconsummation of $9.2 million. In connection with the underwriters’ partial exercise of their over-allotment option, the Sponsor purchased an additional 589,794 Private Placement Warrants, generating gross proceeds to the Company of approximately $0.9 million.

Upon the closing of the Initial Public Offering, the Private Placementthe sale of the Over-Allotment Units and 589,794 additional Private Placement Warrants, $404.2 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, the Private Placementthe Over-Allotment Units and the additional Private Placement Warrants were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii)references to “Legacy Cyxtera” refer to Cyxtera Technologies, Inc. prior to the distributionconsummation of the Trust Account as described below.

The Company’s management has broad discretion with respect toBusiness Combination.


Legacy Cyxtera was deemed the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (excluding any deferred underwriting discount and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interestaccounting acquirer in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

5

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portionbased on an analysis of the amount then heldcriteria outlined in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case,805. This determination was primarily based on Legacy Cyxtera’s stockholders prior to the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination andhaving a majority of the shares votedvoting power in the combined company, Legacy Cyxtera having the ability to appoint a majority of the Board of Directors of the combined company, Legacy Cyxtera’s existing management comprising the senior management of the combined company, Legacy Cyxtera's operations comprising the ongoing operations of the combined company, Legacy Cyxtera being the larger entity based on historical revenues and business operations and the combined company assuming Legacy Cyxtera’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Cyxtera issuing stock for the net assets of SVAC, accompanied by a recapitalization. The net assets of SVAC are votedstated at historical cost, with no goodwill or other intangible assets recorded.


While SVAC was the legal acquirer in favorthe Business Combination, because Legacy Cyxtera was deemed the accounting acquirer, the historical financial statements of Legacy Cyxtera became the historical financial statements of the combined company upon the consummation of the Business Combination. IfAs a stockholder vote is not required by law andresult, the Company does not decide to hold a stockholder vote for business or other legal reasons,financial statements included in this report reflect: (i) the Company will, pursuant to its Certificatehistorical operating results of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuantLegacy Cyxtera prior to the tender offer rulesBusiness Combination; (ii) the consolidated results of SVAC and Legacy Cyxtera following the close of the U.S. SecuritiesBusiness Combination; (iii) the assets and Exchange Commission (“SEC”)liabilities of Legacy Cyxtera at their historical cost; and file tender offer documents(iv) the Company’s equity structure for all periods presented.

In accordance with guidance applicable to these circumstances, the SEC priorequity structure has been restated in all comparative periods up to completing a Business Combination. If, however, stockholder approvalthe Closing Date to reflect the number of shares of the transaction is required by law, or the Company decidesCompany’s Class A common stock, $0.0001 par value per share, issued to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and Public SharesLegacy Cyxtera’s shareholders in connection with the completionBusiness Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Cyxtera common stock prior to the Business Combination have been retroactively restated as shares reflecting the
10


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

effective exchange ratio of a120,568,182 utilized in the Business Combination.

Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 Refer to Note 3 for further discussion of the Securities Exchange ActCyxtera and SVAC Business Combination.


Note 2.    Basis of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respectpresentation and significant accounting policies

a)Basis of presentation and use of estimates

The accompanying condensed consolidated financial statements have been prepared by Cyxtera and reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to more than an aggregate of 15% or more offairly state the Public Shares, without the prior consent of the Company.

The Sponsorfinancial position and the Company’s officers and directors have agreed not to propose an amendment to the Certificateresults of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 14, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

6

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

interim periods presented. The Sponsor and the Company’s officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor and the Company’s officers and directors should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a transaction agreement reduce the amount of funds in the Trust Account to below the lesser of  (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assetscondensed consolidated balance sheet data as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, less franchise and income taxes payable. This liability will not apply with respect to any claims by a third party or target that executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Basis of Presentation

The accompanying unaudited condensedDecember 31, 2020 has been derived from audited consolidated financial statements as of the Companythat date. The condensed consolidated financial statements have been prepared in accordance with United Statesthe regulations of the Securities and Exchange Commission ("SEC") but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles (“in the United States of America ("U.S. GAAP”GAAP"). For further information, refer to the Company's consolidated financial statements as of and for the year ended December 31, 2020 included in the Final Prospectus Supplement, pursuant to Rule 424(b)(3), dated September 7, 2021, to the Registration Statement on Form S-1 (Registration No. 333-258948) filed by the Company on August 20, 2021 (the "Registration Statement on Form S-1"). Results for the interim financial information and Article 8 of Regulation S-X. Accordingly, they doperiods are not include allnecessarily indicative of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the entire fiscal year.


b)Risks and uncertainties due to COVID-19 pandemic

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets which could impact our estimates and assumptions. We have assessed the impact and are not aware of any specific events or circumstances that require an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

c)Update to significant accounting policies

The Company's significant accounting policies are detailed in Note 2 - Summary of Significant Accounting Policies of the Company’s consolidated financial statements as of and for the year ended December 31, 2020 included within the Registration Statement on Form S-1. Significant updates to our accounting policies as a result of assuming the warrant liabilities through the Business Combination (Note 3), and the adoption and issuance of the 2021 Omnibus Incentive Plan (the "2021 Plan") (Note 14) during the three and nine months ended September 30, 20202021 are discussed below.

Warrant liabilities

The Company does not necessarily indicativeuse derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Financial Accounting Standards Board ("FASB") ASC Topic 480, Distinguishing Liabilities from Equity ("ASC Topic 480"), and FASB ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The public warrants (the "Public Warrants") and private placement warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Public and Private Placement Warrants”) issued in connection with SVAC's initial public offering ("IPO") and reallocated upon the consummation of the results that may be expected for the year ending December 31, 2020.

The accompanying unaudited condensed financial statements should be readBusiness Combination were recognized as derivative liabilities in conjunctionaccordance with the audited balance sheet and notes thereto included in the Current Report on Form 8-K, the unaudited pro forma balance sheet and notes thereto included in the Current Report on Form 8-K and the final prospectus filed byASC Topic 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The Public and Private Placement Warrants were initially recorded at fair value on the date of the Business Combination.

11


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)







Stock-based compensation

The Company maintains the 2021 Plan, an equity incentive plan under which the Company may grant equity incentive awards, including non-qualified stock options and restrictive stock units, to employees, officers, directors, and consultants. The Company records stock-based compensation expense based on the fair value of stock awards at the grant date and recognizes the expense over the vesting period on a straight-line basis. The fair value of each stock option granted is estimated on the grant date using the Black-Scholes-Merton option valuation model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and our historical experience. Our assumption used to calculate the volatility of the stock options is based on public peer companies. Compensation expense is recognized over the requisite service period for each separately vesting portion of the award, and only for those awards expected to vest, with forfeitures estimated at the SECdate of grant based on September 18, 2020, September 28, 2020our historical experience and September 11, 2020, respectively.

Emerging Growth Company

future expectations.


d)Recent accounting pronouncements

The Company is as an “emerging growth company,”company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBSas amended (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.. The JOBS Act provides that an emerging growth company can electtake advantage of an extended transition period for complying with new or revised accounting standards, such that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to opt outprivate companies. The Company has elected to avail itself of the extended transition periodperiods and, comply withas a result, the requirementsCompany will not be required to adopt new or revised accounting standards on the adoption dates required for other public companies so long as the Company remains an emerging growth company.


In December 2019, the FASB issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform, which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to non-emerging growth companies but any such election to opt out is irrevocable.contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company has elected notis evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions and by clarifying and amending existing guidance applicable to opt out of such extended transition period, which means that when aaccounting for income taxes. The amendment is effective for the Company commencing in 2022 with early adoption permitted, and the Company expects to adopt the new standard is issuedon the effective date or revised andthe date it has different application dates for public or private companies, the Company,no longer qualifies as an emerging growth company, canwhichever is earlier. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which amends ASC Topic 350-40 to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. In discussing the topic of cloud computing accounting, ASU 2018-15 aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Specifically, the ASU amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA that is considered a service contract. Entities are permitted to apply either a retrospective or prospective transition approach to adopt the guidance. When prospective transition is chosen, entities must apply the transition requirements to any eligible costs incurred after adoption. The ASU is effective for annual periods commencing in 2021 and will be adopted in the Company’s
12


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)






December 31, 2021 consolidated financial statements. Adoption for interim periods is required in 2022. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments, which requires companies to measure and recognize lifetime expected credit losses for certain financial instruments, including trade accounts receivable. Expected credit losses are estimated using relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This amendment is effective commencing in 2023 with early adoption permitted, and the Company expects to adopt the new standard on the effective date or revised standard at the time private companies adopt the new or revised standard.

7

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

This may make comparison of the Company’s financial statements with another public company that is neitherdate it no longer qualifies as an emerging growth company, norwhichever is earlier. Entities are permitted to use a modified retrospective approach. The Company is evaluating the impact that the adoption of this standard will have on its consolidated financial statements.


In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance and implementation guidance with ASU 2017-13, ASU 2018-01, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2020-05 (collectively referred as “Topic 842”). The new guidance requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by finance and operating leases with lease terms of more than 12 months, and also requires enhanced disclosures. The amendment requires the recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective approach and is effective commencing in 2022 with early adoption permitted, and the Company expects to adopt the new standard for annual periods beginning January 1, 2022, and the interim periods with annual periods beginning after January 1, 2023, or the date it no longer qualifies as an emerging growth company, that has opted out of usingwhichever is earlier. The Company is currently evaluating which practical expedients, if any, will be elected with the extended transition period difficult or impossible becauseadoption of the potential differencesnew standard. The Company expects to record a significant increase in accounting standards used.

Liquidityassets and Capital Resources

Asliabilities on the condensed consolidated balance sheet at adoption due to the recording of September 30, 2020,right-of-use assets and corresponding lease liabilities related to its operating leases pursuant to which the Company had approximately $2.7 millionis a lessee. The Company does not expect the adoption of this guidance to have any impact on its cash flows and liquidity.



Note 3. Business combination

July 29, 2021 Acquisition of Legacy Cyxtera

On July 29, 2021, Legacy Cyxtera consummated the Business Combination with SVAC, with Legacy Cyxtera deemed the accounting acquirer. The Business Combination was accounted for as a reverse recapitalization with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Cyxtera issuing stock for net assets of SVAC, accompanied by a recapitalization. As stated in Note 1, in connection with the closing of the Business Combination, SVAC was renamed Cyxtera Technologies, Inc.

Of the 40,423,453 shares of SVAC’s Class A common stock issued in its operating bankIPO (“Public Shares”) in September 2020, holders of 26,176,891 shares of SVAC's Class A common stock properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account and working capitalholding the proceeds from SVAC's IPO, calculated as of approximately $2.7 million.

The Company’s liquidity needstwo business days prior to date have been satisfied through the payment of $25,000 from the Sponsor to purchase the Founder Shares, the loan under the Note (as defined below) of approximately $141,000 (see Note 4) from the Sponsor, and the net proceeds from the consummation of the Private Placement not heldBusiness Combination, which was approximately $10.00 per share or $261.8 million in the Trust Account. The Company fully repaid the Note on September 14, 2020. In addition, in order to finance transaction costs in connection withaggregate. As a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below in Note 4). As of September 30, 2020, there were no Working Capital Loans outstanding.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result, from the outcome of this uncertainty.

Note 2—Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at September 30, 2020.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

8

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At September 30, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

·Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

·Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

·Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of September 30, 2020, the carrying values of cash, accounts payable, accrued expenses, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of underwriting, legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.��� Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2020, 38,349,05214,246,562 shares of Class A common stock subject to possible redemption are presented as temporary equity, outsideremained outstanding leaving $142.5 million in the trust account.


As a result of the stockholders’ equity sectionBusiness Combination, 106,100,000 shares of Class A common stock were issued to SIS, the sole stockholder of Cyxtera prior to the Business Combination, and 25,000,000 shares of Class A common stock were issued to certain qualified institutional buyers and accredited investors, at a price of $10.00 per share, for aggregate consideration of $250 million, for the purpose of raising additional capital for use by the combined company following the closing of the Business Combination and satisfying one of the conditions to the closing (the "PIPE Investment"). Additionally, as a result of the Business Combination, 10,526,315 shares of Class A common
13


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)







stock were issued to certain clients of Starboard Value LP (the "Forward Purchasers") for $100 million and 10,105,863 shares of SVAC Class B common stock held by SVAC Sponsor LLC, a Delaware limited liability company (the "Sponsor"), automatically converted to 10,105,863 shares of Class A common stock.

In connection with SVAC’s IPO, the Forward Purchasers and SVAC had entered into an Optional Share Purchase Agreement, dated September 9, 2020 (the “Optional Share Purchase Agreement”), pursuant to which the Forward Purchasers were granted the option, anytime or from time to time for the six-month period following the closing of the Company’s initial business combination, to purchase common equity of the surviving entity in the initial business combination (the “Optional Shares”) at a price per Optional Share of $10.00 , subject to adjustments. In connection with the Merger Agreement, Legacy Cyxtera and the Forward Purchasers entered into a letter agreement pursuant to which the Forward Purchasers agreed not to purchase Optional Shares for an aggregate amount exceeding $75 million. On July 29, 2021, immediately prior to the consummation of the Transactions, Legacy Cyxtera entered into a second letter agreement (the “Optional Purchase Letter Agreement”) with the Forward Purchasers pursuant to which the parties agreed to amend the Optional Share Purchase Agreement to limit the number of Optional Shares available for purchase by the Forward Purchasers in the six-month period following the Transactions from $75.0 million to $37.5 million. Additionally, pursuant to an assignment agreement entered into concurrently with the Optional Purchase Letter Agreement (the “Assignment Agreement”), the Forward Purchasers agreed to assign an option to purchase $37.5 million of Optional Shares under the Optional Share Purchase Agreement to SIS. As a result of the Optional Purchase Letter Agreement and the Assignment Agreement, each of SIS and the Forward Purchasers will be able to purchase, at a price of $10.00 per share, up to 3.75 million shares of Class A common stock (for a combined maximum amount of $75.0 million or 7.5 million shares) during the six-month period following the closing date of the Transactions. The exercise price of $10.00 per share is subject to adjustment in proportion to any stock dividends, stock splits, reverse stock splits or similar transactions. If the optional share purchase holder exercises the option, then the Company would be obligated to issue shares of Class A common stock in exchange for cash (the option would be settled on a gross basis). The accounting guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC Subtopic 815-40”), states that contracts should be classified as equity instruments (and not as an asset or liability) if they are both (1) indexed to the issuer’s own stock and (2) classified in stockholders’ equity in the issuer’s statement of financial position. The optional share purchase options are indexed to the Company's Class A common stock because the options are considered a fixed-for-fixed option on equity shares, pursuant to which the option holder will receive a fixed number of Class A common stock for a fixed conversion price of $10.00 per share. The Optional Share Purchase Agreement contains no contingent exercise or settlement provisions, which would preclude equity classification.

After giving effect to the Transactions, the redemption of the Public Shares as described above, the issuance of shares as part of the forward purchase and the consummation of the PIPE Investment, on July 29, 2021 and September 30, 2021, there were currently 165,978,740 shares of Class A common stock issued and outstanding. The Class A common stock and Public Warrants commenced trading on the Nasdaq Stock Market on July 30, 2021. As noted above, an aggregate of $261.8 million was paid from SVAC's trust account to holders that properly exercised their right to have Public Shares redeemed, and the remaining balance immediately prior to the closing remained in the trust account. After taking into account the funds of $142.5 million in the trust account and $1.4 million from SVAC's cash operating accounts after redemptions, the $250 million in gross proceeds from the PIPE Investment and the $100 million in gross proceeds from forward purchase, the Company received approximately $493.9 million in total cash from the Business Combination, before direct and incremental transaction costs of approximately $57.9 million and debt repayment of $433 million, plus accrued interest. The $433 million debt repayment includes the full repayment of Legacy Cyxtera's 2017 Second Lien Term Facility of $310 million and pay down of Legacy Cyxtera's Revolving Facility and 2021 Revolving Facility (each as defined in Note 11) of $123 million, plus accrued interest.

Prior to the Business Combination, Legacy Cyxtera and SVAC filed separate standalone federal, state and local income tax returns. As a result of the Business Combination, which qualified as a reverse recapitalization, SVAC (now known as Cyxtera Technologies, Inc.) became the parent of the consolidated filing group, with Legacy Cyxtera (now known as Cyxtera Technologies, LLC) as a subsidiary.


14


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)







The following table reconciles the elements of the Business Combination, certain elements of which the accounting is preliminary, to the condensed balance sheets.

consolidated statement of cash flows and the condensed consolidated statement of changes in shareholders' equity for the period ended September 30, 2021:

9
Recapitalization
(in millions)
SVAC's trust and cash, net of redemptions$143.9 
Cash- PIPE Investment250.0 
Cash- Forward Purchase100.0
Less: transaction costs and advisory fees, net of tax benefit(57.9)
Net proceeds from reverse recapitalization436.0
Plus: non-cash net liabilities assumed (1)(41.8)
Less: accrued transaction costs and advisory fees(1.1)
Net contributions from reverse recapitalization$393.1 


STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Income Taxes

The Company follows the asset

(1)Represents $41.8 million of non-cash Public and liability method of accounting for income taxes. Deferred tax assets andPrivate Placement warrant liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, the Company had a deferred tax asset of approximately $37,000, which had a full valuation allowance recorded against it of approximately $37,000. The deferred tax asset is comprised at approximately $26,000 of projected net operating loss for the current tax year and approximately $11,000 of organization and start-up costs.

For tax benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Common Share

Netassumed.



Note 4.    Loss per common share

Basic loss per share is computed by dividing net incomeloss (the numerator) by the weighted-average number of shares of Class A common stock outstanding (the denominator) for the period. Diluted loss per share assumes that any dilutive equity instruments were exercised with outstanding Class A common stock adjusted accordingly when the conversion of such instruments would be dilutive.

For the three and nine months ended September 30, 2021 and 2020, the Company's diluted loss per share calculation was equivalent to the basic loss per share calculation. The calculation of the loss per share of common stock does not consider the effect of 20,197,323 Public Warrants and Private Placement Warrants, 849,233 employee stock options issued in the third quarter of 2021, and 7,500,000 options issued to the Forward Purchasers and SIS pursuant to the Optional Share Purchase Agreement, since the exercise prices of the Public and Private Placement Warrants and options are in excess of the average Class A common stock price for the periods and therefore their inclusion was considered anti-dilutive.


Note 5.Restructuring, impairment, site closures and related costs

Addison site

In January 2021, the Company notified the landlord of the Addison office space in Texas of its intent to sublease the property for the remaining 10 years. The Company ceased use and leased the space during the three months ended March 31, 2021. In connection with this decision, the Company incurred $7.9 million of expenses, including $5.9 million of accrued lease termination costs and $2.0 million of asset disposals.

Moses Lake site

In February 2021, the Company notified the landlord of the Moses Lake data center facility in the State of Washington of its intent to cease the use of the space. Accordingly, the Company accelerated depreciation and amortization of all assets on the site, including favorable leasehold interest amortization, which resulted in no additional depreciation and amortization during the three months ended September 30, 2021 and $1.8 million during the nine months ended September 30, 2021, and no additional favorable leasehold interest amortization and $0.6 million additional favorable leasehold interest amortization, recorded in cost of revenues, during the three and nine months ended September 30, 2021, respectively. The Company ceased use of the property in June 2021 at which time it met the conditions for recording a charge related to the remaining lease obligation of $58.5 million. There is
15


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


no sublease in place on this property. Furthermore, management believes the ability to sublease the property is remote and as such has not made any assumption for the future cash flows from a potential sublease in making this estimate.
As of September 30, 2021, the restructuring liability reserve is entirely related to lease termination costs and is included in other liabilities in the condensed consolidated balance sheet. The activity in the restructuring liability reserve for the nine months ended September 30, 2021 was as follows (in millions):
Nine Months Ended September 30, 2021
Beginning balance$— 
Lease termination costs64.4 
Reclassification of deferred rent credits3.4 
Accretion2.0 
Payments(6.1)
      Ending balance$63.7 


Note 6.    Revenue

Disaggregation of revenue

The Company disaggregates revenue from contracts with customers into recurring revenue and non-recurring revenues. Cyxtera derives the majority of its revenues from recurring revenue streams, consisting primarily of colocation service fees. These fees are generally billed monthly and recognized ratably over the term of the contract. The Company’s non-recurring revenues are primarily comprised of installation services related to a customer's initial deployment and professional services the Company performs. These services are considered to be non-recurring because they are billed typically once, upon completion of the installation or the professional services work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection with their initial installation. However, revenues from installation services are deferred and recognized ratably over the period of the contract term in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606) as discussed in Note 2 to the Company’s consolidated financial statements as of and for the year ended December 31, 2020 included within the Registration Statement on Form S-1.

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Recurring revenue$169.3 $163.5 $501.2 $493.5 
Non-recurring revenues7.8 8.5 24.1 24.2 
Total$177.1 $172.0 $525.3 $517.7 

16

CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


Contract balances

The following table summarizes the opening and closing balances of the Company's receivables; contract asset, current; contract asset, non-current; deferred revenue, current; and deferred revenue, non-current (in millions):
ReceivablesContract asset, currentContract asset, non-currentDeferred revenue, currentDeferred revenue, non-current
Closing balances as of December 31, 2019$65.2 $32.5 $23.8 $14.6 $9.6 
Net increase (decrease) during the three months ended March 31, 202016.7 (1.7)(3.3)(0.8)— 
Closing balances as of as of March 31, 202081.9 30.8 20.5 13.8 9.6 
Net (decrease) increase during the three months ended June 30, 2020(29.1)(2.1)(2.8)(1.1)0.2 
Closing balances as of  as of June 30, 202052.8 28.7 17.7 12.7 9.8 
Net (decrease) increase during the three months ended September 30, 2020(4.6)(2.8)(1.1)2.1 8.5 
Closing balances as of September 30, 2020$48.2 $25.9 $16.6 $14.8 $18.3 
Closing balances as of December 31, 202033.5 23.8 16.8 15.6 18.1 
Net (decrease) increase during the three months ended March 31, 2021(20.9)(1.8)(2.7)(0.5)(2.0)
Closing balances as of as of March 31, 202112.6 22.0 14.1 15.1 16.1 
Net increase (decrease) during the three months ended June 30, 20213.7 (2.4)(1.5)(0.4)(0.8)
Closing balances as of as of June 30, 202116.3 19.6 12.6 14.7 15.3 
Net increase (decrease) during the three months ended September 30, 20219.9 (1.3)(1.7)0.4 1.4 
Closing balances as of September 30, 2021$26.2 $18.3 $10.9 $15.1 $16.7 

The difference between the opening and closing balances of the Company's contract assets and deferred revenues primarily results from the timing difference between the Company's performance obligation and the customer's payment. The amounts of revenue recognized during the nine months ended September 30, 2021 and 2020 from the opening deferred revenue balance was $12.1 million and $11.4 million, respectively. During the nine months ended September 30, 2021 and 2020, no impairment loss related to contract balances was recognized in the condensed consolidated statements of operations.

In addition to the contract liability amounts shown above, deferred revenue on the condensed consolidated balance sheets includes $45.7 million and $44.6 million of advanced billings as of September 30, 2021 and December 31, 2020, respectively.

Contract costs

The ending balance of net capitalized contract costs as of September 30, 2021 and December 31, 2020 was $29.2 million and $40.6 million, respectively, $18.3 million and $23.8 million of which were included in prepaid and other current assets in the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively, and $10.9 million and $16.8 million of which were included in other assets in the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. For the nine months ended September 30, 2021 and 2020, $20.6 million and $25.8 million, respectively, of contract costs were amortized, $12.1 million and $17.8 million of which were included in cost of revenues, excluding depreciation and amortization in the condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020, respectively, and $8.5 million and $8.0 million of which were included in selling, general and administrative expenses in the condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020.
17

CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


Remaining performance obligations

Under colocation contracts, Cyxtera's performance obligations are to provide customers with space and power through fixed duration agreements, which are typically over three years. Under these arrangements, the Company bills customer on a monthly basis. Under interconnection agreements, Cyxtera's performance obligations are to provide customers the ability to establish connections to their network service providers and business partners. Interconnection services are typically offered on month-to-month contract terms and generate recurring revenue.

Cyxtera's remaining performance obligations under its colocation agreements represent contracted revenue that has not been recognized, which includes deferred revenue and amounts that will be invoiced and recognized in future periods. The remaining performance obligations do not include estimates of variable consideration related to unsatisfied performance obligations, such as the usage of metered power, or any contracts that could be terminated without significant penalties such as the majority of interconnection revenues. The aggregate amount allocated to performance obligations that were unsatisfied or partially satisfied as of September 30, 2021 was $830.9 million, of which 46%, 27%, and 27% is expected to be recognized over the next year, the next one to two years, and thereafter, respectively. The aggregate amount allocated to performance obligations that were unsatisfied as of December 31, 2020 was $869.3 million, of which 49%, 27%, and 24% is expected to be recognized over the next year, the next one to two years, and thereafter, respectively.

While initial contract terms vary in length, substantially all contracts automatically renew in one-year increments. Included in the performance obligations is either 1) remaining performance obligations under the initial contract terms or 2) remaining performance obligations related to contracts in the renewal period once the initial terms have lapsed.


Note 7.     Balance Sheet components

Allowance for doubtful accounts

The activity in the allowance for doubtful accounts during the nine months ended September 30, 2021 and 2020 was as follows (in millions):

September 30, 2021December 31, 2020
Beginning balance$1.4 $13.5 
Recoveries (Write-offs)0.2 (6.5)
Reversal of allowance(1.1)(5.5)
Impact of foreign currency translation— (0.1)
Ending balance$0.5 $1.4 

Factored receivables

On February 9, 2021, a subsidiary of Cyxtera entered into a Master Receivables Purchase Agreement with Nomura Corporate Funding America, LLC (the “Factor”) to factor up to $37.5 million in open trade receivables at any point during the term of the commitment, which extends for a period of twelve months. Pursuant to the terms of the arrangement, a subsidiary of the Company, shall, from time to time, sell to the Factor certain of its accounts receivable balances on a non-recourse basis for credit approved accounts. The agreement allows for up to 85% of the face amount of an invoice to be factored. The unused balance fee under the arrangement is 2%. During the nine months ended September 30, 2021, the Company's subsidiary factored $91.5 million receivables and received $90.1 million, net of fees of $1.4 million. Cash collected under this arrangement is reflected within the change in accounts receivables in the condensed consolidated statement of cash flows.



18


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


Prepaid and other current assets

Prepaid and other current assets consist of the following as of September 30, 2021 and December 31, 2020 (in millions):

September 30, 2021December 31, 2020
Contract asset, current$18.3 $23.8 
Prepaid expenses19.1 14.6 
Value added tax ("VAT") receivable— 0.9 
Other current assets0.6 2.6 
Total prepaid and other current assets$38.0 $41.9 


Note 8.    Goodwill and intangible assets

Goodwill was $761.5 million and $762.2 million as of September 30, 2021 and December 31, 2020, respectively. The change in goodwill during the nine months ended September 30, 2021 and 2020 was due to foreign currency translation. The Company has not consideredrecorded any goodwill impairment related to the effectcolocation business since inception.

In addition, the Company has indefinite-lived intangible assets of $0.5 million as of September 30, 2021 and December 31, 2020.

Summarized below are the warrants soldcarrying values for the major classes of amortizing intangible assets as of September 30, 2021 and December 31, 2020 (in millions):

September 30, 2021December 31, 2020
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Customer relationships$768.0 $(266.4)$501.6 $768.0 $(221.1)$546.9 
Favorable leasehold interests57.6 (23.5)34.1 59.3 (20.4)38.9 
Developed technology0.3 (0.3)— 0.3 (0.3)— 
Total intangibles$825.9 $(290.2)$535.7 $827.6 $(241.8)$585.8 

The main changes in the Initial Public Offeringcarrying amount of each major class of amortizing intangible assets during the three and nine months ended September 30, 2021and 2020 was amortization and, to a lesser extent, the Private Placementimpact of foreign currency translation.

Amortization expense on intangible assets, excluding the impact of unfavorable leasehold interest amortization, amounted to purchase up to an aggregate of 20,197,611 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

The Company’s unaudited condensed statements of operations include a presentation of net income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic$11.8 million, $45.2 million, $12.4 million and diluted for Class A common stock is calculated by dividing the net gain on investments held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account of approximately $27,000$45.3 million, respectively, for the three and nine months ended September 30, 2021 and 2020. Amortization expense for all intangible assets, except favorable leasehold interests, was recorded within depreciation and amortization expense in the condensed consolidated statements of operations. As of September 30, 2021 and December 31, 2020, resultingthe Company had $16.8 million and $18.5 million, respectively, of unfavorable leasehold interests included within other liabilities in net incomethe accompanying condensed consolidated balance sheets. Favorable leasehold amortization of nil$1.3 million, $4.6 million, $1.4 million and $4.1 million, and unfavorable leasehold amortization of $0.6 million, $1.7 million, $0.6 million and $1.7 million, respectively, was recorded within cost of revenues, excluding depreciation and amortization in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, byrespectively.




19


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The Company estimates annual amortization expense for existing intangible assets subject to amortization is as follows (in millions):

For the years ending December 31:
Remaining 2021$16.8 
202265.7 
202365.7 
202465.7 
202565.0 
Thereafter256.8 
Total amortization expense$535.7 

Impairment tests

The Company performs annual impairment tests of goodwill on October 1st of each year or whenever an indicator of impairment exists. No impairment charges were recorded during the weighted average numberthree and nine months ended September 30, 2021 and 2020.


Note 9.    Fair value measurements

The fair value of Class A common stock outstanding sincecash, accounts receivable, accounts payable, accrued expenses, deferred revenue and other current liabilities approximate their carrying value because of the dateshort-term nature of issuance. Net loss per share, basicthese instruments. Refer to Note 12 for the fair value measurement disclosures related to the warrant liabilities.

The carrying values and dilutedfair values of other financial instruments are as follows as September 30, 2021 and December 31, 2020 (in millions):

September 30, 2021December 31, 2020
Carrying valueFair valueCarrying valueFair value
2017 First Lien Term Facility$771.3 $780.0 $786.6 $730.6 
2019 First Lien Term Facility97.8 98.0 98.5 93.0 
2017 Second Lien Term Facility— — 310.0 241.8 
Revolving Facility2.7 2.7 142.6 142.6 
2021 Revolving Facility37.3 37.3 — — 
The fair value of our 2017 First Lien Term Facility (as defined in Note 11) as of September 30, 2021 and December 31, 2020 was based on the quoted market price for Class B common stockthis instrument in an inactive market, which represents a Level 2 fair value measurement. During the three months ended September 30, 2021, the 2017 Second Lien Term Facility (as defined in Note 11) was paid in full. At December 31, 2020, the quoted market price for this instrument was also based on the quoted market price in an inactive market, represents a Level 2 fair value measurement.. The carrying value of the Revolving Facility (as defined in Note 11) and the 2021 Revolving Facility (as defined in Note 11) approximates estimated fair value as of September 30, 2021 and December 31, 2020 due to the variability of interest rates. Debt issuance costs of $8.4 million and $17.1 million, respectively as of September 30, 2021 and December 31, 2020 are not included in the carrying value of these instruments as shown above.

20


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 10.    Leases

Capital lease obligations and sale-leaseback financings

The Company leases certain facilities and equipment under capital lease arrangements that expire at various dates ranging from 2022 to 2054. The Company also enters sale-leaseback financings, primarily relating to equipment. Amortization of assets under capital leases is calculated by dividingincluded in depreciation and amortization expense in the net lossCompany’s condensed consolidated statements of approximately $174,000operations. Payments on capital leases and $176,000sale-leaseback financings are included in repayments of capital leases and sale-leaseback financings in the Company’s condensed consolidated statements of cash flows.

The weighted-average interest rate on the Company’s sale-leaseback financings is 8.1% as of September 30, 2021. The lease terms of the Company’s sale-leaseback financings range from 24 to 36 months. During the nine months ended September 30, 2021, the Company had additions to assets and liabilities recorded as sale-lease financings of $2.9 million (there were no such additions during the same period in 2020).

The future minimum lease payments under capital lease arrangements and sale-leaseback financings as of September 30, 2021 are as follows (in millions):

For the years ending December 31:
Remaining 2021$31.2 
2022132.9 
2023124.4 
2024114.5 
2025116.6 
Thereafter2,281.7 
Total minimum lease payments2,801.3 
Less: amount representing interest(1,853.3)
Present value of net minimum lease payments948.0 
Less: current portion(40.7)
Capital leases, net of current portion$907.3 

Interest expense recorded in connection with capital leases and sale-leaseback financings totaled $25.1 million, $76.1 million, $24.6 million and $73.0 million, respectively, for the three and nine months ended September 30, 2021 and 2020 respectively, less income attributableand is included within interest expense, net in the accompanying condensed consolidated statements of operations.

Operating leases

The Company leases the majority of its data centers and certain equipment under noncancelable operating lease agreements. The Company’s operating leases for data centers expire at various dates from 2021 to Class A common stock2045 with renewal options available to the Company. The lease agreements typically provide for base rental rates that increase at defined intervals during the term of nilthe lease. In addition, the Company has negotiated rent expense abatement periods for each period,certain leases to better match the phased build out of its data centers. The Company accounts for such abatements and increasing base rentals using the straight-line method over the term of the lease. The difference between the straight-line expense and the cash payment is recorded as deferred rent within other liabilities in the condensed consolidated balance sheets.

Occasionally, the Company enters into contracts with customers for data center, office and storage spaces that contain lease components. The Company's leases with customers are generally classified as operating leases and lease payments are recognized on a straight-line basis over the lease term.


21


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The future minimum lease receipts and payments under operating leases as of September 30, 2021 are as follows (in millions):

For the years ending December 31:Lease receipts
Lease commitments(1)
Remaining 2021$3.1 $14.9 
2022$12.2 $59.7 
2023$12.2 $58.4 
2024$12.2 $56.3 
2025$12.2 $43.3 
Thereafter$16.3 $312.4 
Total minimum lease receipts/payments$68.2 $545.0 
(1) Minimum lease payments have not been reduced by minimum sublease rentals of $47.4 million due in the weighted average numberfuture under non-cancelable subleases.

Total rent expense, including the $64.4 million restructuring charge for Moses Lake and Addison described in Note 5 and the net impact from amortization of Class B common stock outstandingfavorable and unfavorable leasehold interests, was approximately $28.0 million, $150.2 million, $29.0 million and $87.0 million, respectively, for the periods.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would havethree and nine months ended September 30, 2021 and 2020. The $64.4 million exit costs are included within restructuring, impairment, site closures and related costs in the condensed consolidated statements of operations. The remainder is included within cost of revenues, excluding depreciation and amortization in the condensed consolidated statements of operations.



Note 11.    Long-term debt

Long-term debt consists of the following as of September 30, 2021 and December 31, 2020 (in millions):

September 30, 2021December 31, 2020
2017 First Lien Term Facility due May 2024$780.4 $786.6 
2019 First Lien Term Facility due May 202497.8 98.5 
2017 Second Lien Term Facility due May 2025— 310.0 
Revolving Facility due November 202340.0 142.6 
Less: unamortized debt issuance costs(8.4)(17.1)
909.8 1,320.6 
Less: current maturities of long-term debt(9.2)(9.1)
Long-term debt, net current portion$900.6 $1,311.5 

Senior secured credit facilities

On May 1, 2017, a material effect on the Company’s financial statements.

Note 3—Initial Public Offering

On September 14, 2020,subsidiary of the Company consummated its Initial Public Offering(the “Borrower”) entered into credit agreements for up to $1,275.0 million of 36,000,000 Units at $10.00 per Unit, generating gross proceedsborrowings under first and second lien credit agreements (collectively, the “Senior Secured Credit Facilities”). The Senior Secured Credit Facilities consist of $360.0(a) a first lien credit agreement providing for (i) a $150.0 million first lien multi-currency revolving credit facility (the “Revolving Facility”) and incurring offering costs(ii) (a) an $815.0 million first lien term loan borrowing (the “2017 First Lien Term Facility”), and (b) a second lien credit agreement providing for a $310.0 million second lien term loan credit borrowing (the "2017 Second Lien Term Facility"). On May 13, 2019, the Borrower borrowed an additional $100.0 million under the incremental first lien loan under the first lien credit agreement (the “2019 First Lien Term Facility”). On May 7, 2021, certain of approximately $23.0the lenders under the Revolving Facility entered into an amendment with Cyxtera pursuant to which they agreed to extend the maturity date for certain revolving commitments from May 1, 2022 to November 1, 2023. Under these terms of the amendment, $141.3 million inclusive of $16.2commitments under the existing Revolving Facility were exchanged for $120.1 million in deferred underwriting commissions.of commitments under a new revolving facility (the "2021 Revolving Facility"). The underwriters were granted a 45-day option from2021 Revolving Facility has substantially the same terms as Revolving Facility, except that the maturity date of the final prospectus relating2021 Revolving Facility is November 1, 2023. In connection with the amendment, the Company repaid $19.6 million of the

22


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

outstanding balance under the Revolving Facility on May 10, 2021. The amounts owed under the 2017 Second Lien Term Facility, the Revolving Facility and the 2021 Revolving Facility were repaid in July and August 2021 following the consummation of the Business Combination - see Note 3. The Company recognized a loss on extinguishment of debt of $5.2 million, which resulted from the write off of deferred financing costs attributed to the Initial2017 Second Lien Term Facility. The $5.2 million loss on extinguishment of debt is included within interest expense, net in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021. Subsequent to the consummation of the Business Combination and the pay-down of the Revolving Facility and the 2021 Revolving Facility, the Company drew down an additional $40.0 million from such revolving facilities during the interim period ended September 30, 2021.

The Senior Secured Credit Facilities, including the 2019 First Lien Term Facility, are secured by substantially all assets of Borrower and contain customary covenants, including reporting and financial covenants, some of which require the Borrower to maintain certain financial coverage and leverage ratios, as well as customary events of default, and are guaranteed by certain of the Borrower’s domestic subsidiaries. As of September 30, 2021, the Company believes the Borrower was in compliance with these covenants. The Revolving Facility, the 2021 Revolving Facility, the 2017 First Lien Term Facility, and the 2019 First Lien Term Facility have a five year, 18 month, seven, and five year term, respectively, and are set to expire on May 1, 2022, November 1, 2023, May 1, 2024, and May 1, 2024, respectively.

The Borrower is required to make amortization payments on each of the 2017 First Lien Term Facility and the 2019 First Lien Term Facility at a rate of 1.0% of the original principal amount per annum, payable on a quarterly basis, with the remaining balance to be repaid in full at maturity. The 2017 First Lien Term Facility bears interest at a rate based on LIBOR plus a margin that can vary from 2.0% to 3.0%. The 2019 First Lien Term Facility bears interest at a rate based on LIBOR plus a margin that can vary from 3.0% to 4.0%. The 2017 Second Lien Term Facility bore an interest at a rate based on LIBOR plus a margin that can vary from 6.25% to 7.25%. As of September 30, 2021, the rate for the 2017 First Lien Term Facility was 4.0% and the rate for the 2019 First Lien Term Facility was 5.0%.

The Revolving Facility and the 2021 Revolving Facility allow the Borrower to borrow, repay, and reborrow over its stated term. The Revolving Facility and the 2021 Revolving Facility provide a sublimit for the issuance of letters of credit of up to $30.0 million at any one time. Borrowings under the Revolving Facility and the 2021 Revolving Facility bear interest at a rate based on LIBOR plus a margin that can vary from 2.5% to 3.0% or, at the Borrower's option, the alternative base rate, which is defined as the higher of (a) the Federal Funds Rate plus, 0.5%, (b) the JP Morgan prime rate or (c) one-month LIBOR plus 1% , in each case, plus a margin that can vary from 1.5% to 2%. As of September 30, 2021, the rate for the Revolving Facility and the 2021 Revolving Facility was 3.1%. The Borrower is required to pay letter of credit fee on the face amount of each letter of credit, at a 0.125% rate per annum. The balance of the Revolving Facility and the 2021 Revolving Facility was $40.0 million as of September 30, 2021.

The aggregate maturities of our long-term debt, are as follows as of September 30, 2021 (in millions):

For the years ending December 31:Principal amount
Remaining 2021$2.2 
2022$11.8 
2023$46.4 
2024$857.8 
2025$— 
Total$918.2 




23


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Interest expense, net

Interest expense, net for the three and nine months ended September 30, 2021 and 2020 consist of the following (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Interest expense on debt, net of capitalized interest$11.6 $16.2 $44.1 $50.3 
Interest expense on capital leases25.1 24.7 76.1 73.1 
Amortization of deferred financing costs and fees6.4 1.5 9.1 4.4 
Total$43.1 $42.4 $129.3 $127.8 


Note 12. Warrant liabilities

In September 2020, in connection with SVAC’s IPO, SVAC issued Public OfferingWarrants to purchase up to 5,400,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On September 18, 2020, the underwriters partially exercised the over-allotment option and on September 23, 2020, purchased an additional 4,423,453 Units, generating gross proceeds of approximately $44.2 million, and incurring additional offering costs of approximately $2.7 million (net of approximately $221,000 in reimbursement for certain expenses from the underwriters), including approximately $2.0 million in deferred underwriting fees.

Each Unit consists of one share of Class A common stock, and one-sixth of one redeemable warrant (or 6,737,242 redeemable warrants in the aggregate, assuming no exerciseshares of the underwriters’ over-allotment option) (each, a “Detachable Redeemable Warrant”) and a contingent right to receive at least one-sixth of one redeemable warrant following the Initial Business Combination Redemption Time (as defined below) under certain circumstances and subject to adjustments (the “Distributable Redeemable Warrants”). Each Public Warrant (as defined below) entitles the holder to purchase one share ofSVAC Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

10

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company’s Certificate of Incorporation provides that, at the distribution time (as defined below), the Company will effect a distribution of a number of warrants equal to the number of Units issued in the Initial Public Offering multiplied by one-sixth (the “Aggregate Warrant Amount”) as follows: (i) to the extent that no Public Stockholders redeem their Public Shares in connectionshare. Simultaneously with the initial Business Combination, each Public Stockholder will receive one-sixth of one Distributable Redeemable Warrant per Public Share and (ii) to the extent that any Public Stockholders redeem any of their Public Shares in connection with the initial Business Combination, then (A) one-sixth of one Distributable Redeemable Warrant will be distributed per each Public Share that was not redeemed (the “Remaining Public Shares”) and (B) the warrants in an amount equal to the Aggregate Warrant Amount less the number of warrants distributed pursuant to the foregoing clause (A) will be distributed on a pro rata basis to (x) the holders of the Remaining Public Shares based on their percentage of Class A common stock held after redemptions and the issuance of any forward purchase shares, as Distributable Redeemable Warrants and (y) the holders of the forward purchase shares based on their percentage of Class A common stock held after redemptions and the issuance of any forward purchase shares, as private placement warrants. Public Stockholders who exercise their redemption rights are not entitled to receive any distribution of Distributable Redeemable Warrants in respect of such redeemed Public Shares. The right of any Public Stockholder to receive any additional Distributable Redeemable Warrants with respect to each Public Share they hold is contingent upon such share not being redeemed in connection with the initial Business Combination. The number of Distributable Redeemable Warrants to be distributed in respect of each share of unredeemed Class A common stock is contingent upon the aggregate number of Public Shares that are redeemed in connection with the initial Business Combination. The right to receive Distributable Redeemable Warrants will remain attached to the Class A common stock and will not be separately transferable, assignable or salable. The Distributable Redeemable Warrants will be distributed at the “distribution time,” which will be immediately after the Initial Business Combination Redemption Time and immediately before the closing of the initial Business Combination. The Distributable Redeemable Warrants, together with the Detachable Redeemable Warrants, are collectively referred to herein as the “Public Warrants”. The “Initial Business Combination Redemption Time” means the time at which the Company redeems the shares of Class A common stock that the holders thereof have elected to redeem in connection with the initial Business Combination, which will occur prior to the consummation of the initial Business Combination.

Note 4—Related Party Transactions

Founder Shares

On November 27, 2019, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. In June 2020, the Sponsor transferred (i) 431,250 Founder Shares to Martin D. McNulty, Jr., the Company’s Chief Executive Officer and a member of the board of directors and (ii) 25,000 Founder Shares to each of Pauline J. Brown, Michelle Felman and Lowell Robinson. In July 2020, the Sponsor transferred 25,000 Founder Shares to Robert L. Greene. On September 9, 2020, the Company effected a 1.2:1 share capitalization, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization.

The Sponsor and the Company's Chief Executive Officer agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’sIPO, SVAC issued and outstanding shares after the Initial Public Offering. On September 23, 2020, upon the underwriters' partial exercise of the over-allotment, an aggregate of 244,137 Founder Shares were forfeited by the Sponsor and the Company’s Chief Executive Officer.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until (A) one year after the date of the consummation of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

11

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,133,333 Private Placement Warrants to the Sponsor, at a pricepurchase shares of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $9.2 million. In connection with the underwriters’ partial exercise of their over-allotment option, the Sponsor purchased an additional 589,794 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of approximately $0.9 million.

Each whole Private Placement Warrant is exercisable for one whole share ofits Class A common stock at a price of $11.50 per share. A portion ofshare to the proceeds fromSponsor and to SVAC’s underwriters. In July 2021, in connection with the sale of theBusiness Combination transaction described in Note 3, additional Public and Private Placement Warrants were issued to SVAC common stockholders, including the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete aForward Purchasers. At July 29, 2021 (the Business Combination within the Combination Period, thedate) and September 30, 2021, there were 11,620,383 Public Warrants and 8,576,940 Private Placement Warrants outstanding. The Public and Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days afterfive years from the completion of the initial Business Combination.

Related Party Loans

On November 27, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial


The Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of October 31, 2020 or the completion of the Initial Public Offering. The Company borrowed approximately $141,000 under the Note and fully repaid the Note on September 14, 2020.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company entered into an agreement that provides that, commencing on the date that the securities of the Company are first listed on The Nasdaq Stock Market LLC and continuing until the earlier of the Company’s consummation of a Business Combination or the Company’s liquidation, the Company will pay the Sponsor a total of  $10,000 per month for office space, administrative and support services.

The Sponsor, the Company’s executive officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf.

12

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 5—Commitments and Contingencies

Forward Purchase Agreement

On September 9, 2020, certain clients of Starboard Value LP, a Delaware limited partnership, which are also the majority-owners of the Sponsor, entered into a forward purchase agreement (the “forward purchase agreement”) with the Company, pursuant to which such clients (the “forward purchasers”) will purchase shares of the Company’s Class A common stock (“forward purchase shares”) at a price equal to $9.50 per share, in a private placement that will close simultaneously with the closing of the initial Business Combination. At the closing, the forward purchasers will purchase the number of forward purchase shares from the Company that would result in net proceeds in an aggregate amount necessary to satisfy the aggregate payment obligations resulting from the exercise of redemption rights by holders of the Public Shares in connection with the initial Business Combination (the “Redemption Obligation”), subject to a maximum funding commitment by the forward purchasers of $100.0 million. In addition, in connection with their purchase of any forward purchase shares, the forward purchasers will acquire private placement warrants at the distribution time. The forward purchasers have agreed that they will not redeem any Class A common stock held by them in connection with the initial Business Combination. The forward purchase shares are identical to the shares of Class A common stock included in the Units, except that the forward purchase shares are subject to transfer restrictions and certain registration rights, as described herein, and there is no contingent right to receive Distributable Redeemable Warrants attached to the forward purchase shares. Rather, in connection with their purchase of any forward purchase shares, the forward purchasers will acquire private placement warrants.

Optional Share Purchase Agreement

In addition, on September 9, 2020, the Company entered into an agreement with the forward purchasers, pursuant to which the forward purchasers may, at their option in whole or in part, anytime or from time to time during the 6-month period following the closing of the initial Business Combination, purchase additional common equity of the surviving entity in the initial Business Combination at a price of  $10.00 per share (or other relevant equity interest) (the “optional shares”) for aggregate consideration not to exceed the difference between (i) $150.0 million and (ii) the lesser of  (a) the Redemption Obligation or (b) $100.0 million (the “optional share purchase agreement”).

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to the forward purchase agreement, the Company has agreed to use its commercially reasonable efforts to (i) within 30 days after the closing of the initial Business Combination, file a registration statement with the SEC for a secondary offering of the forward purchase shares and any private placement warrants (including the shares of common stock issuable upon exercise thereof) issued to the forward purchasers, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 60 days after such closing and (iii) maintain the effectiveness of such registration statement, until the earlier of  (A) the date on which the forward purchasers cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreement. The Company will bear the costs of registering the forward purchase shares and private placement warrants. The optional share purchase agreement provides that the forward purchasers are entitled to certain registration rights with respect to their optional shares.

13

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Underwriting Agreement

The underwriters were entitled to an underwriting discount of $0.20 per Unit, and were paid approximately $8.1 million in the aggregate, upon the closing of the Initial Public Offering and the sale of Over-Allotment Units. The underwriters agreed and paid approximately $2.0 million to the Company to reimburse certain of the Company’s expenses in connection with the Initial Public Offering and the sale of Over-Allotment Units.

An additional fee of $0.45 per Unit, or $18.2 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Deferred Legal Fees

The Company obtained legal advisory service with a legal counsel firm in connection with the Initial Public Offering and agreed to pay the legal counsel firm an amount of $250,000 solely in the event that the Company completes a Business Combination.

Note 6—Stockholders’ Equity

Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2020, there were 40,423,453 shares of Class A common stock outstanding, including 38,349,052 shares of Class A common stock subject to possible redemption that were classified as temporary equity in the accompanying condensed balance sheet. As of December 31, 2019, there were no shares of Class A common stock issued or outstanding.

Class B common stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. In November 2019, the Company issued 8,625,000 shares of Class B common stock. On September 9, 2020, the Company effected a share capitalization, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The Sponsor and the Company's Chief Executive Officer agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On September 23, 2020, upon the underwriters' partial exercise of the over-allotment, an aggregate of 244,137 Founder Shares were forfeited by the Sponsor and the Company’s Chief Executive Officer. As of September 30, 2020 and December 31, 2019, there were 10,105,863 and 10,350,000 shares of Class B common stock outstanding, respectively.

Prior to the initial Business Combination, only holders of the Company’s Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. These provisions of the Certificate of Incorporation may only be amended if approved by the holders of at least 90% of the Company’s common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the Company’s stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or stock exchange rule, holders of the Company’s Class A common stock and holders of the Company’s Class B common stock will vote together as a single class, with each share entitling the holder to one vote.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination (other than the forward purchase shares and the private placement warrants delivered pursuant to the forward purchase agreement), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding the forward purchase shares and private placement warrants delivered pursuant to the forward purchase agreement, any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company.

14

STARBOARD VALUE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation ofIn September 2021 we filed the Units and only whole Public Warrants will trade. The Public Warrants will become exercisableRegistration Statement on Form S-1 for, among other things, the later of  (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration, statement under the Securities Act coveringof 1933, as amended, of the sharesissuance of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the PublicPrivate Placement Warrants. The Company will use its reasonable best efforts to cause the same to become effectivePublic and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are heldgoverned by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable byterms of that certain Warrant Agreement, dated September 9, 2020 (the “Warrant Agreement”), between the Company and exercisable by such holders on the same basis as the Public Warrants.

Once the warrants become exercisable, theContinental Stock Transfer & Trust Company (the “Warrant Agent”).


We may call the Public Warrants for redemption:

·in whole and not in part;

·at a price of $0.01 per warrant;

·upon a minimum of 30 days’ prior written notice of redemption; and

·if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

in whole and not in part;
at a price of $0.01 per warrant;
upon a minimum of 30 days' prior written notice of redemption; and
if, and only if, the last reported sales price of the Class A common stock equals or exceeds
$18.00 per share for any 20 trading days within a 30-day trading period ending on the third trading
day prior to the date on which we send the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Warrant Agreement.


In addition, commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for shares of Class A common stock (including both Public Warrants and Private Placement Warrants):

·in whole and not in part;

15

in whole and not in part;

STARBOARD VALUE ACQUISITION CORP.

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that
holders will be able to exercise their warrants prior to redemption and receive that number of
shares of Class A common stock determined by reference to an agreed table described in the
Warrant Agreement, based on the redemption date and the “fair market value” of the Class A
common stock except as otherwise described below;
if, an only, if, the last sale price of Class A common stock equals or exceeds $10.00 per share
24

CYXTERA TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

·at $0.10 per warrant upon (continued)
(Unaudited)


(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the
trading day prior to the date on which the Company sends notice of redemption to the
warrant holders;
if, and only if, the Private Placement Warrants also concurrently exchanged at the same price
(equal to a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock) as the outstanding Public Warrants, as
described above; and
if and only if, there is an effective registration statement covering the issuance of the shares of
Class A common stock determined by reference to an agreed table described in the warrant agreement, based on the redemption date and the “fair market value” of the Class A common stock except as otherwise described below;

·if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders;

·if, and only if, the Private Placement Warrants and the private placement warrants to be issued pursuant to the forward purchase agreement are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and

·if and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available.

The exercise price and number of common stock issuable upon exercise of the

warrants and a current prospectus relating thereto available throughout the 30-day period after
written notice of redemption is given, or an exemption from registration is available.

The Private Placement Warrants may be exercised for cash or on a cashless basis, so long as they are held by the Sponsor or its permitted transfers. If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, they will be redeemable by us and exercisable by the holders on the same basis as the Public Warrants.

The exercise price and number of shares of Class A common stock issuable upon exercise of the Public and Private Placement Warrants may be adjusted in certain circumstances including in the event of a stock dividend,share capitalization, or recapitalization, reorganization, merger or consolidation. In addition,The exercise price of the Public and Private Placement Warrants would have adjusted if, (x)in connection with the Company issuesclosing of the Business Combination, we issued additional shares of Class A common stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance,certain other conditions were satisfied. The Public and (ii) without taking into account (A) the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) or (B) any private placement warrants issued pursuant to the forward purchase agreement (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, theWarrant exercise price of the warrants willwould be adjusted (to the nearest cent) to be equal to 115% of the higherprice received in the new issuance. In connection with the Business Combination, we did not issue any additional shares of the Market Value and the Newly Issued Price, and the $18.00Class A common stock for capital raising purposes at an issue price or effective issue price of less than $9.20 per share, redemption triggertherefore the price described above will be adjusted (toreset provision was not triggered.

The Public and Private Placement Warrants have provisions which could affect the nearest cent)settlement amount. Such variables are outside of those used to be equal to 180%determine the fair value of a fixed-for-fixed equity instrument, and accordingly, the higherwarrants are accounted for as liabilities in accordance with ASC Subtopic 815-40, with changes in fair value included as change of the Market Value and the Newly Issued Price.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds heldfair value of warrant liabilities in other expense in the Trust Account, holderscondensed consolidated statement of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 7—Fair Value Measurements

operations.


The following table presents information about the Company’s assets thatPublic and Private Placement Warrants are measured at fair value on a recurring basisbasis. The Public Warrants are traded on the NASDAQ and are recorded at fair value using the closing price as of September 30, 2020the measurement date, and indicatesas such, represents a Level 1 fair value measurement. The Private Placement Warrants are recorded at fair value on a recurring basis using a Monte Carlo simulation model and unobservable inputs, and as such, represent a Level 3 fair value measurement. The Monte Carlo simulation model requires inputs such as the fair value hierarchyof our Class A common stock, the risk-free interest rate, expected term, expected dividend yield and expected volatility. The fair value of our Class A common stock is considered a Level 1 input as shares of our Class A common stock are freely traded on the NASDAQ. The risk-free interest rate assumption is determined by using the U.S. Treasury rates of the valuation techniques thatsame period as the Company utilizedexpected term of the Private Placement Warrants. The dividend yield assumption is based on the dividends expected to determine suchbe paid over the expected life of the warrants. Our volatility is derived from several publicly traded peer companies and the implied volatility of our Public Warrants.

We will continue to adjust the Public and Private Placement Warrant liabilities for changes in fair value.

  Quoted Prices in
Active Markets
  Significant Other
Observable Inputs
  Significant Other
Unobservable Inputs
 
Description (Level 1)  (Level 2)  (Level 3) 
Investments held in Trust Account:            
U.S. Treasury Securities $404,258,816  $            -  $             - 
  $404,258,816  $-  $- 

16
value for the Public and Private Placement Warrants until the warrants are exercised, redeemed or cancelled.


STARBOARD VALUE ACQUISITION CORP.





25

CYXTERA TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(Unaudited)


There were no transfers between fair value measurement levels during the nine months ended September 30, 2021 and there were no Level 3 liabilities outstanding during the nine months ended September 30, 2020. The following table presents information about the Company's movement in its Level 1 instruments include U.S. Treasury securities. and Level 3 warrant liabilities measured at fair value (in millions):

(in millions)Public Warrants (Level 1)Private Warrants (Level 3)Total
Balance at the beginning of the period$— $— $— 
Warrant liabilities assumed on July 29, 202123.2 18.6 41.8 
Change in the fair value of the warrant liabilities0.72.02.7
Balance at the end of the period$23.9 $20.6 $44.5 


The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sourceskey assumptions used to determine the fair value of its investments.

Transfers to/from Levelsthe Private Placement Warrants at September 30, 2021 and July 29, 2021 (the date the warrant obligation was assumed by Cyxtera) using the Monte Carlo simulation model are as follows:


InputsAs of September 30, 2021,As of July 29, 2021
Risk free interest rate0.94 %0.73 %
Volatility for Least-Square Monte Carlo Model55.0 %35.7 %
Expected Term in Years4.85.0
Fair Value of Class A Common Stock$9.25 $9.55 


Note 13.    Shareholders' equity

As mentioned in Note 1, 2, and 3 are recognized at the endequity structure had been restated in all the comparative periods up to the Closing Date to reflect the number of shares of the reporting period. ThereCompany's Class A common stock, $0.0001 par value per share, issued to Legacy Cyxtera's shareholder in connection with the Business Combination. Accordingly, the shares and corresponding capital amounts and earnings per share prior to the Business Combination have been retroactively restated as of January 1, 2020, to 115,745,455 shares, as shown in the condensed consolidated statement of changes in shareholders' equity. The Company’s authorized shares capital consists of 510,000,000 shares of capital stock, of which 500,000,000 are designated as Class A common stock, and 10,000,000 are designated as preferred stock. As of December 31, 2020, Legacy Cyxtera had 115,745,455 shares of Class A common stock issued and outstanding, which shares were owned by SIS. On February 19, 2021, Cyxtera redeemed, cancelled and retired 9,645,455 shares of its common stock, par value $0.0001, prior to the Business Combination, held by SIS, in exchange for the payment of $97.9 million by the Company to SIS. As of September 30, 2021, the Company had 165,978,740 shares of Class A common stock issued and outstanding, of which 64% was owned by SIS. As of September 30, 2021 and December 31, 2020, there were no transfers between levelsshares of preferred stock issued or outstanding.

During the three and nine months ended, September 30, 2021, SIS made a capital contribution of $5.2 million, to fund a Business Combination transaction bonus that was paid to current and former employees and directors of Legacy Cyxtera (the "Transaction Bonus"). The Transaction Bonus of $5.2 million is included within transaction-related costs in the condensed consolidated statements of operations for the three and nine months ended September 30, 2020.

Investments held2021.










26

CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 14.    Equity Compensation

SIS Holdings LP Class B Profit Units

All awards under the SIS Holdings LP Class B Unit Plan (the “SIS Plan”) were issued in Trust Account2017, 2018 and 2019 (none were issued in 2020 or 2021).

The equity-based compensation cost was as follows (in millions) and included $2,940in the following captions in the accompanying condensed consolidated statements of cashoperations:

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Costs of revenues, excluding depreciation and amortization$— $0.2 $0.2 $0.5 
Selling, general, and administrative expenses1.81.65.2 5.2 
Total$1.8 $1.8 $5.4 $5.7 

No related income tax benefit was recognized as of September 30, 2021 and December 31, 2020.


As of September 30, 2021, total equity-based compensation costs related to 42,902 unvested Class B Units not yet recognized totaled $2.9 million, which is expected to be recognized over a weighted-average period of 2 years.

Stock Options

On July 29, 2021, the Company adopted the 2021 Plan. The total amount of shares of Class A common stock authorized for issuance was under the 2021 Plan is 13,278,299. On August 5, 2021, the Company granted stock options under the 2021 Plan. Such options are a form of employee compensation for certain Cyxtera employees. The stock options granted will vest and become exercisable as to 25% of the number of shares granted beginning on the one-year anniversary of the grant date, and the remainder of the options will vest ratably over twelve quarterly periods over the three-year period following the anniversary of the grant date. The options generally expire ten years from the grant date in each case subject to continued employment on applicable vesting date.

The fair value of stock options awards was estimated at the grant date at $2.42 per share using a Black Scholes valuation model, with the following weighted average assumptions for the three and nine months ended September 30, 2021:

Stock Options Granted during the Periods Ended
September 30, 2021
Expected term (in years)6.1
Expected stock volatility30.7 %
Risk-free interest rate0.87 %
Stock price at grant date$8.65 
Exercise price$9.55 
Dividend yield— %

The expected term of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. Expected stock price volatility is based on the volatility of the stock of public companies peers. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-
27

CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)











coupon issues with an equivalent remaining term. The dividend yield assumption is based on our anticipated cash dividend payouts.

Stock options transactions for the three and nine months ended September 30, 2021 were as follows:
Shares Subject to OptionsWeighted Average Exercise Price per ShareWeighted Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
Outstanding from January 1, 2020 to June 30, 2021— — — — 
Granted849,233 $9.55 
Exercised— — 
Expired/forfeited— — 
Outstanding at September 30, 2021849,233 $9.55 9.9— 
Exercisable, September 30, 2021— — — — 
Unvested and expected to vest, September 30, 2021849,233 $9.55 9.9— 

The aggregate intrinsic value in the table above, is the amount by which the value of the underlying stock exceeded the exercise price of outstanding options, before applicable income taxes, and represents the amount optionees would have realized if all-in-the-money options had been exercised on the last business day of the period indicated. None of the stock options were in-the-money at September 30, 2021.

As of September 30, 2021, the total unrecognized stock-based compensation, net of estimated forfeitures (estimated to be nil), related to unvested options was approximately $2.0 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 3.85 years. No options were exercised or vested during the periods ended September 30, 2021.

Total stock options compensation expense for the three and nine months ended September 30, 2021 was approximately $0.1 million, and is recorded in selling, general, and administrative expenses in the condensed consolidated statements of operations. The related income tax benefit for the three and nine months ended September 30, 2021 was inconsequential.


Note 8—Subsequent Events

Management has evaluated subsequent events15.    Income taxes


The income tax benefit for the three and nine months ended September 30, 2021 was $11.1 million and $36.9 million, respectively. The income tax benefit on the pre-tax loss for the three and nine months ended September 30, 2021 was different than the amount expected at the statutory federal income tax rate primarily as a result of additional state income tax benefits, which were partially offset by an increase in the valuation allowance recorded on certain deferred tax assets in the U.S. and foreign jurisdictions that management believes are not more-likely-than-not to determine if events or transactions occurring through November 16,be fully realized in future periods, nondeductible equity compensation, nondeductible remeasurement of the warrant liabilities, and the remeasurement of the Company's net deferred tax assets in the U.K. due to a recently enacted tax rate during the nine months ended September 30, 2021.

The income tax benefit for the three and nine months ended September 30, 2020 was $14.6 million and $22.7 million, respectively. During the nine months ended September 30, 2020, management increased the valuation allowance for the U.S. and certain foreign jurisdictions deferred tax assets that management believes are not more-likely-than-not to be fully realized in future periods. The income tax benefit on the pre-tax loss for the three and nine months ended September 30, 2020 was different than the amount expected at the statutory federal income tax rate primarily as a result of additional state income tax benefits, which were partially offset by valuation allowance recorded on certain deferred tax assets in the U.S. and foreign jurisdictions, foreign withholding taxes, non-deductible equity compensation and the remeasurement of the Company's net deferred tax assets in the U.K due to a recently enacted tax rate change.

28


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)



The unrecognized tax benefits decreased by $1.0 million as a result of Canadian withholding tax payments made in Canada during the nine months ended September 30, 2021.

Note 16.    Commitments and contingencies

Letters of credit

As of September 30, 2021 and December 31, 2020, the Company had $6.9 million and $7.4 million, respectively, in irrevocable stand-by letters of credit outstanding, which were issued primarily to guarantee data center lease obligations, and another subsidiary’s performance under a line of credit. As of September 30, 2021 and December 31, 2020, no amounts had been drawn on any of these irrevocable standby letters of credit.

Purchase obligations

As of September 30, 2021 and December 31, 2020, the Company had approximately $6.1 million and $8.2 million, respectively, of purchase commitments related to IT licenses, utilities and colocation operations. These amounts do not represent the Company’s entire anticipated purchases in the future but represent only those items for which the Company was contractually committed as of September 30, 2021 and December 31, 2020, respectively.

Litigation

From time to time, the Company is involved in certain legal proceedings and claims that arise in the ordinary course of business. It is the Company’s policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. In the opinion of the management, based on consultations with counsel, the results of any of these matters individually and in the aggregate, are not expected to have a material effect on the Company’s results of operations, financial condition or cash flows.


Note 17.    Segment reporting

Cyxtera’s chief operating decision maker is its Chief Executive Officer. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions – the Colocation segment.

The Company derives almost all of its Colocation revenue from sales to customers in the United States, based upon the service address of the customer. Revenue derived from customers outside the United States, based upon the service address of the customer, was not significant in any individual foreign country.
29

CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Note 18.    Certain relationships and related party transactions

Relationships

The Company is party to the following agreements and key relationships:

Cyxtera Management Inc. transition services agreement

The Company, Cyxtera Cybersecurity, Inc. d/b/a AppGate (“Appgate”), and Cyxtera Management, Inc. ("Management Company") entered into a transition services agreement (the “Transition Services Agreement”), pursuant to which the Management Company provided certain transition services to Appgate and Appgate provided certain transition services to Cyxtera. The Transition Services Agreement provided for a term that commenced on January 1, 2020 and substantially ended on December 31, 2020. Appgate is an affiliate of the Company and a direct subsidiary of SIS, and through December 31, 2019 was a direct subsidiary of the Company.

During the three and nine months ended September 30, 2020, the Company charged $0.1 million and $3.3 million, respectively, to Appgate for services rendered under the Transition Services Agreement (net of service fees provided to Cyxtera and its subsidiaries by Appgate), with a full reserve of $0.1 million and $3.3 million, respectively. The provision for doubtful accounts is presented as part of impairment of notes receivable from affiliate in the condensed consolidated statement of operations for the three and nine months ended September 30, 2020. Charges for the three and nine months ended September 30, 2021 were inconsequential. Income from the Transition Services Agreement is included in other expenses, net in the condensed consolidated statements of operations for three and the nine months ended September 30, 2021 and 2020.

Promissory Notes

On March 31, 2019, Appgate issued promissory notes to each of the Company and the Management Company (together, the "Promissory Notes") evidencing certain funds borrowed by Appgate from each of the Company and Management Company as well as potential future borrowings. The Promissory Notes had a combined initial aggregate principal amount of $95.2 million and provided for additional borrowings during the term of the Promissory Notes for additional amounts not to exceed approximately $52.5 million the aggregate (approximately $147.7 million including the initial aggregate principal amount). Interest accrued on the unpaid principal balance of the Promissory notes at a rate per annum equal to 3%; provided; that with respect to any day during the period from the date of the Promissory Notes through December 31, 2019, interest was calculated assuming that the unpaid principal balance of the Promissory Notes on such day is unpaid principal amount of the notes on the last calendar day of the quarter in which such day occurs. Interest was payable upon the maturity date of the notes. Each of the Promissory Notes had an initial maturity date of March 30, 2020 and was extended through March 30, 2021 by amendments entered into effective as of March 30, 2020.

During the three and nine months ended September 30, 2020, the Company advanced $9.3 million and $14.9 million, respectively under the Promissory Notes to Appgate and recorded provision for loan losses in the same amount. Accordingly, as of September 30, 2020, the Company had a receivable related to the Promissory Notes of $148.2 million with a full reserve of $148.2 million. The provision for loan losses is presented as impairment of notes receivable from affiliate in the condensed consolidated statement of operations for the three and nine months ended September 30, 2020.

30


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


On February 8, 2021, the Company received $120.6 million from Appgate. Approximately $117.1 million and $1.1 million were designated as repayment of the full balance of the $154.3 million outstanding principal and accrued interest, respectively, on the Promissory Notes at that time. On the same date, the financial statementsCompany issued a payoff letter to Appgate extinguishing the remaining unpaid balance of the Promissory Notes. The remainder of the payment was designated as settlement of trade balances with Appgate and its subsidiaries and other amounts due to / from under the Transition Services Agreement described above. As a result, during the three months ended March 31, 2021, the Company wrote-off the ending balance in the allowance for loan losses on the Promissory Notes. No transactions related to the Promissory Notes were availablerecorded during the three months ended September 30, 2021.

The activity in the allowance for issuance, require potential adjustmentloan losses on the Promissory Notes during the nine months ended September 30, 2021 and year ended December 31, 2020 was as follows (in millions):

September 30, 2021December 31, 2020
Beginning balance$30.0 $127.7 
Provision for loan losses— 19.4 
Reversal of allowance— (117.1)
Net reversal of allowance for loan losses— (97.7)
Write offs(30.0)— 
Ending balance$— $30.0 

Service provider management consulting fee and structuring fee

In connection with 2017 Acquisitions, certain equity owners of SIS (collectively, the "Service Providers") entered into a Services Agreement (the "Services Agreement") dated May 1, 2017, with SIS and its subsidiaries and controlled affiliates as of such date (collectively the "Company Group"). Under the Services Agreement, the Service Providers agreed to or disclosureprovide certain management, consulting and advisory services to the business combination and affairs of the Company Group from time to time. Pursuant to Services Agreement, the Company Group also agreed to pay the Service Providers an annual service fee in the aggregate amount of $1.0 million in equal quarterly installments (the "Service Provider Fee").

Fees owed under the Services Agreement related to a structuring fee, Service Provider Fee and other related expenses totaled $22.7 million as of December 31, 2020 and were included within due to affiliates in the condensed consolidated balance sheet. Such fees were primarily incurred prior to 2020. All outstanding fees under the Services Agreement were repaid in February 2021.

Sponsor’s investment in the First Lien Term Facility

At September 30, 2021 and December 31, 2020, some of the controlled affiliates of BC Partners, the largest equity owner of SIS, hold investments in the Company’s First Lien Term Facility. The total investment represents less than 5% of the Company’s total outstanding debt.

Relationships with certain members of the Company’s board of directors

The Company owes zero and $0.5 million in board fees, which is included within accrued expenses in the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively.

The chairman of the board of directors is one of the founders and the chairman of Emerge Americas, LLC, which operates the premier technology conference in Miami, Florida. As of
31


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


September 30, 2021 , the Company did not owe any significant amounts to Emerge Americas, LLC.

Since 2019 until the date of the Business Combination, one of the directors of the Company was also a member of the board of directors of Pico Quantitative Trading, LLC (“Pico”). Pico offers a comprehensive range of network products to meet the full spectrum of electronic trading requirements. During the three and nine months ended September 30, 2020, the Company billed Pico $0.2 million and $0.5 million, respectively. During the three and nine months September 30, 2020, the Company billed and collected from Pico $0.2 million and $0.6 million , respectively. As of September 30, 2021, Pico is no longer a related party of the Company.

Two directors of the Company are also members of the board of directors of Presidio Holdings (“Presidio”), a provider of digital transformation solutions built on agile secure infrastructure deployed in a multi-cloud world with business analytics. During the three months ended September 30, 2021 and 2020, the Company paid $0.1 million and $0.1 million to Presidio for services (no amounts paid in 2021). During the nine months ended September 30, 2021 and 2020, the Company paid $0.2 million and $0.2 million to Presidio for services. As of September 30, 2021 and December 31, 2020, the Company did not owe any amounts to Presidio. Presidio is also a customer and referral partner of the Company. During the three months September 30, 2021 , the Company billed Presidio $0.1 million (amount billed during the three months September 30, 2020 was inconsequential). During the nine months September 30, 2021 and 2020, the Company billed Presidio $0.1 million and $0.3 million, respectively. During the three months ended September 30, 2021, the Company collected from Presidio $0.1 million (amount collected during the three months ended September 30, 2020 was inconsequential). During each of the nine months ended September 30, 2021 and 2020, the Company collected from Presidio $0.2 million.

One of the directors of the Company is also a member of the board of directors of Altice USA, Inc. ("Altice"), a vendor and a customer of the Company. The amount paid and due for the three and nine months ended September 30, 2021 was inconsequential. The amount billed and collected for the three and nine months ended September 30, 2021 billed $0.1 million and $0.2 million, respectively.


32


CYXTERA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)



Related party transactions and balances

The following table summarizes the Company’s transactions with related parties for each of the nine months ended September 30, 2021 and 2020 (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Revenues (1)
$0.2 $0.3 $0.8 $0.7 
Selling, general and administrative expenses (2)
— (0.1)(0.1)(0.1)
(Recovery) impairment of notes receivable from affiliate (3)
— 9.4 — 18.2 
Other income, net (4)
— — 0.1 4.2 

(1) Revenues for the nine months ended September 30, 2021and 2020 include amounts recognized from
contracts with Appgate, Brainspace Corporation, and Presidio. Appgate is an affiliate of the Company and a direct subsidiary of SIS. Brainspace Corporation was an affiliate of the Company and an indirect subsidiary of SIS through January 20, 2021.
(2) Selling, general and administrative expenses include amounts incurred under the Transition Services Agreement. Where applicable, no amount appears in the table due to rounding convention.
(3) Represents net (recovery) impairment recognized in connection with amounts funded under the Promissory Notes.
(4) Includes income recognized under the Transition Services Agreement for the three and nine months ended September 30, 2021and 2020.

As of September 30, 2021 there were no receivables or payables with related parties. As of December 31, 2020, the Company had the following balances arising from transactions with related parties (in millions):

December 31, 2020
Accounts receivable (1)
$4.3 
Due from affiliates (2)
$117.1 
Accounts payable (3)
$0.4 
Accrued expenses (4)
$0.5 
Due to affiliates (5)
$22.7 
(1) Accounts receivable at December 31, 2020 include amounts due from Appgate under the Transition Services Agreement, and trade receivables due from Appgate and Brainspace Corporation.
(2) Due from affiliates at December 31, 2020 includes amounts due from Appgate under the Promissory Notes.
(3) Accounts payable at December 31, 2020 include amounts due to Appgate under the Transition Services Agreement, and trade payables due to Appgate.
(4) Accrued expenses at December 31, 2020 include board fees owed to the independent directors of the Company.
(5) Due to affiliates at December 31, 2020 includes amounts owed under the Transaction Services Agreement.


Note 19.    Subsequent events

On October 1, 2021, the Company granted approximately 3.2 million restricted stock units ("RSUs") under the 2021 Plan. The fair value of RSUs granted is determined using the fair value of the Company's Class A common stock on the date of the grant.
33


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CYXTERA
You should read the following management’s discussion and analysis together with our condensed consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

17

Item 2.Management’s Discussion and Analysisrelated notes included under Part I, Item 1 of Financial Condition and Results of Operations.

References in this Quarterly Report on Form 10-Q, (this “Quarterly Report”) toand the “Company,” “our,” “us” or “we” refer to Starboard Value Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensedconsolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained inPart I, Item I of the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Registration Statement on Form S-1.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements. We intend such forward-looking statements withinto be covered by the meaning ofsafe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based theseAll statements that are not purely historical are forward-looking statements. These statements on our current expectations and projections about future events. These forward-looking statements are subject toinvolve known and unknown risks, uncertainties and assumptions about usother important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by suchthe forward-looking statements. In some cases, you can identifyThe forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact includedcontained in this Quarterly Report. FactorsReport on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on Cyxtera. There can be no assurance that mightfuture developments affecting the Company will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or contributeperformance to such a discrepancybe materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in our other filings with the Securities and Exchange Commission (“SEC”(the “SEC”) filings.

including without limitation the Risk Factors contained in our Registration Statement on Form S-1.

Overview

of Cyxtera's Business

Cyxtera is a global data center leader in retail colocation and interconnection services. We are the third largest global retail colocation provider. Our data center platform consists of 61 highly interconnected data centers across 28 markets on 3 continents. We provide an innovative suite of deeply connected and intelligently automated infrastructure and interconnection solutions to more than 2,300 leading enterprises, service providers and government agencies around the world enabling them to scale faster, meet rising consumer expectations and gain a blank check company incorporated in Delaware on November 14, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combinationcompetitive edge.
Factors Affecting Cyxtera's Business
The Business Combination with one or more businesses (the “Business Combination”) that we have not yet identified. Our sponsor is SVAC Sponsor LLC, a Delaware limited liability company (our “Sponsor”).

Our registration statements for our initial public offering (the “Initial Public Offering”) became effective on September 9, 2020. Legacy Cyxtera and Starboard Value Acquisition Company


On September 14, 2020,July 29, 2021, we consummated the Initial Public OfferingBusiness Combination, with Legacy Cyxtera deemed the accounting acquirer. The Business Combination was accounted for as a reverse recapitalization with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP.

Holders of 36,000,000 units (the “Units” and, with respect to the26,176,891 shares of SVAC’s Class A common stock includedsold in its IPO properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from SVAC’s IPO, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.00 per share, or $261,768,910 in the Units offered,aggregate.

As a result of the “Public Shares”)Business Combination, 106,100,000 shares of Class A common stock were issued to SIS and 25,000,000 shares of Class A common stock were issued to the PIPE Investors, at a price of $10.00 per Unit, generating gross proceedsshare, for an aggregate consideration of $360.0$250 million and incurring offering costsfor purposes of approximately $23.0 million, inclusive of $16.2 million in deferred underwriting commissions.  The underwriters were granted a 45-day option fromraising additional capital for use by the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,400,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. On September 18, 2020, the underwriters partially exercised the over-allotment option and on September 23, 2020, purchased an additional 4,423,453 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $44.2 million, and incurred additional offering costs of approximately $2.7 million (net of approximately $221,000 in reimbursement for certain expenses from the underwriters), including approximately $2.0 million in deferred underwriting fees. Commencing on November 2, 2020, holders of the Units may elect to separately trade the Public Shares and the Detachable Redeemable Warrants (as defined below) included in the Units.

Simultaneously withcombined company following the closing of the InitialBusiness Combination and satisfying one of the conditions to the closing. Additionally, as a result of the Business Combination, 10,526,315 shares of Class A common stock were issued to the Forward Purchasers at a price of $9.50 per share, for aggregate consideration of $100 million and 10,105,863 shares of SVAC Class B common stock held by the Sponsor, automatically converted to 10,105,863 shares of Class A common stock.

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After giving effect to the transactions, the redemption of Public Offering, we completedShares as described above, the private sale (the “Private Placement”)issuance of the forward purchase shares and the consummation of the PIPE Investment, there are currently 165,978,740 shares of our Class A common stock issued and outstanding. Our Class A common stock and Public Warrants commenced trading on the Nasdaq under the symbols “CYXT” and “CYXTW,” respectively, on July 30, 2021, subject to ongoing review of our satisfaction of all listing criteria following the Business Combination. As noted above, an aggregate of 6,133,333 warrants (the “Private Placement Warrants”)$261.8 million was paid from SVAC’s trust account to our Sponsor at a purchase price of $1.50 per Private Placement Warrant, generatingholders that properly exercised their right to have Public Shares redeemed, and the remaining balance immediately prior to the closing remained in the trust account. After taking into account the funds in the trust account after redemptions, the $250 million in gross proceeds of $9.2 million. In connection withfrom the underwriters’ partial exercise of their over-allotment option, our Sponsor purchased an additional 589,794 Private Placement Warrants, generatingPIPE Investment and the $100 million gross proceeds of approximately $0.9 million.

Upon the closing of the Initial Public Offering, the Private Placementfrom the sale of the Over-Allotment Unitsforward purchase shares, we received approximately $493 million in total cash from the Business Combination, before fees, expenses and debt repayment.


Public Company Costs

Following the sale of 589,794 additional Private Placement Warrants, $404.2 million ($10.00 per Unit)consummation of the net proceeds of the sale of the Units in the Initial Public Offering, the Private Placement, the Over-Allotment Units and the additional Private Placement Warrants were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination, we became an SEC-registered and (ii) the distribution of the Trust Account as described below.

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If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or September 14, 2022 (the “Combination Period”), weNasdaq-listed company, which will (i) cease all operations, except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released torequire us to pay our franchisehire additional staff and income taxes (less upimplement procedures and processes to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,address public company regulatory requirements and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Results of Operations

Our entire activity since inception through September 30, 2020 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents.customary practices. We expect to incur substantial additional annual expenses for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external costs for investor relations, accounting, audit, legal and other functions.

2021 Restructuring and Site Closures

Addison site

In January 2021, we notified the landlord of our office space in Addison, Texas of our intent to sublease the property for the remaining lease term of 10 years. We ceased use and subleased the space during the three months ended March 31, 2021. In connection with this decision, we incurred $7.9 million of expenses, including $5.9 million of accrued lease termination costs and $2.0 million of asset disposals. We have adopted a hybrid work model for our Corporate staff and have additional space in the Dallas Metroplex area that performs the role of the Addison site since March 1, 2021.

Moses Lake site

In February 2021, we notified the landlord of our Moses Lake, Washington data center facility of our intent to cease the use of the space. Accordingly, we accelerated depreciation and amortization of all assets at the site, including favorable leasehold interest amortization, which resulted in no additional depreciation and amortization during the three months ended September 30, 2021 and $1.8 million during the nine months ended September 30, 2021, and no additional favorable leasehold interest amortization and $0.6 million additional favorable leasehold interest amortization, recorded in cost of revenue, during the three and nine months ended September 30, 2021, respectively. We ceased use of the property in June 2021 at which time we met the conditions for recording a charge related to the remaining lease obligation of $58.5 million. There is no sublease in place on this property. Furthermore, management believes the ability to sublease the property is remote and as such has not made any assumption for future cash flows from a potential sublease in making this estimate.

Impact of COVID-19
Beginning in the first quarter of 2021, there has been a trend in many parts of the world of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains, such as increased expensesport congestion, intermittent supplier delays and a shortfall of semiconductor supply. Ultimately, we cannot predict the duration of the
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COVID-19 pandemic. We will continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate.


Key Operational and Business Metrics

In addition to the Company's results determined in accordance with U.S. GAAP, our management uses the following key operational and business metrics to manage its data center business and to assess the results of operations:
recurring and non-recurring revenues;
bookings; and
churn.
These metrics are important indicators of the overall direction of our business, including trends in sales and the effectiveness of operations and growth initiatives. The following table presents our recurring and nonrecurring revenues from the Company's condensed consolidated financial statements and certain operating metrics for each of the periods indicated, which have been derived from the Company's internal records. These metrics may differ from those used by other companies in our industry who may define these metrics differently.
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Revenues
Recurring revenue$169.3 $163.5 $501.2 $493.5 
Non-recurring revenues7.8 8.5 24.1 24.2 
Total$177.1 $172.0 $525.3 $517.7 
Bookings$1.8 $1.7 $6.9 $5.1 
Churn$1.1 $1.8 $4.3 $5.0 

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We define these metrics as follows:
Revenues: We disaggregate revenue from contracts with customers into recurring revenue and non-recurring revenues. We derive the majority of our revenues from recurring revenue streams, consisting primarily of colocation service fees, which include fees for the licensing of space and power, and interconnection service fees. We consider our colocation service offerings recurring because customers are generally committed to such services under long term contracts, typically three years in length. Our interconnection services are typically on month-to-month contracts but are considered recurring because customers’ use of interconnection services generally remains stable over time. This is because interconnection services facilitate a customer’s full use of the colocation environment or support the business function housed within the customer’s colocation environment by facilitating connections between colocation customers within our data center facilities and their preferred network service providers, low latency public cloud on-ramps and a wide range of technology and network service providers and business partners. Our colocation and interconnection service offerings are generally billed monthly and recognized ratably over the term of the contract. Our management reviews recurring revenue by reference to the metric of “MRR”, which is calculated as of the last day of a given month and represents the sum of all service charges for recurring services provided during such month. Our MRR was $53.5 million and $52.7 million as of September 30, 2021 and 2020, respectively. Our non-recurring revenues are primarily comprised of installation services related to a customer’s initial deployment and professional services we perform. These services are considered to be non-recurring because they are billed typically once, upon completion of the installation or the professional services work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection with their initial installation. However, revenues from installation services are deferred and recognized ratably over the period of the contract term in accordance with ASC Topic 606 as discussed in Note 6 of our unaudited condensed consolidated financial statements.

Bookings:
We define Bookings for a given period as the new monthly recurring service fees for colocation and interconnection services committed under service contracts during the relevant period. Bookings are measured for the respective reporting period and represent the monthly service fees – based on the service fees for one month of services – attributable to new service contracts entered into and additional services committed under existing service contracts during the relevant period. Bookings is a key performance measure that management uses to assess the productivity of our sales force and anticipate data center inventory requirements. In addition, our management considers Bookings together with Churn (described below) to anticipate future changes to MRR.

Bookings was calculated for each period presented (i.e., the three and nine months ended September 30, 2021 and 2020) and represents the new monthly recurring service fees – based on the service fees for one month of services – attributable to new service contracts and additional services committed under existing service contracts during the period presented.
During the three months ended September 30, 2021 and 2020, the total amount of new monthly recurring service fees for colocation and interconnection services committed under service contracts (i.e., Bookings) during such three month periods each totaled $1.8 million. During the nine months ended September 30, 2021 and 2020, the total amount of new monthly recurring service fees for colocation and interconnection services committed under service contracts (i.e., Bookings) during such nine month periods totaled $6.9 million and $5.1 million, respectively.

Churn: We define Churn for a given period as the decrease in MRR during the relevant period attributable to service terminations and reductions. Churn is calculated for the respective reporting period, and represents the sum of the total amount of MRR for which a service contract was terminated or reduced during the relevant period, based on the last month’s service charges. Churn is a key performance measure that management uses to assess our customer satisfaction and performance against competition. In addition, our management considers Churn together with Bookings to anticipate future changes to MRR.
As presented in the table above, Churn was calculated for each period presented (i.e., the three and nine months ended September 30, 2021 and 2020) and represents the sum of the total amount of MRR for which a service contract was terminated or reduced during the period presented.
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During the three months ended September 30, 2021 and 2020, the total amount of MRR for which a service contract was terminated or reduced (i.e., Churn) during such three month periods totaled $1.1 million and $1.8 million, respectively. During the nine months ended September 30, 2021 and 2020, the total amount of MRR for which a service contract was terminated or reduced (i.e., Churn) during such nine month period totaled $4.3 million and $5.0 million, respectively.
Key Components of Results of Operations
Revenues:
We derive the majority of our revenues from recurring revenue streams, consisting primarily of colocation service fees, which include fees for the licensing of space and power, as well as interconnection service fees. We consider our colocation service offerings recurring because our customers are generally committed to such services under long term contracts, typically three years in length. Our interconnection services are typically on month-to-month contracts but are considered recurring because customers’ use of interconnection services generally remains stable over time. This is because interconnection services facilitate the customer’s full use of the colocation environment or support the business function housed within the customer’s colocation environment by facilitating connections between colocation customers within our data center facilities and their preferred network service providers, low latency public cloud on-ramps and a wide range of technology and network service providers and business partners. Our colocation and interconnection service offerings are generally billed monthly and recognized ratably over the term of the contract. Our recurring revenues have comprised more than 95% of total revenues for each of the past three years. In addition, during 2020, 2019, and 2018, 77%, 83%, and 82%, respectively, of our Bookings came from existing customers. For purposes of calculating Bookings attributable to existing customers, an existing customer is a customer with an active service contract that executes an order for additional services. Our largest customer accounted for approximately 15% of recurring revenues on average for the years ended December 31, 2020, 2019, and 2018. Our 50 largest customers accounted for approximately 57%, 59% and 55%, respectively, of recurring revenues for the years ended December 31, 2020, 2019, and 2018, respectively. Our interconnection revenues represented approximately 11%, 10%, and 10% of total revenues for the years ended December 31, 2020, 2019, and 2018.
Our non-recurring revenues are primarily comprised of installation services related to a customer’s initial deployment and professional services we perform, and sale of equipment. Non-recurring installation fees, although generally invoiced in a lump sum upon installation, are deferred and recognized ratably over the contract term. Professional service fees and equipment sales are also generally invoiced in a lump sum upon service delivery and are recognized in the period when the services are provided or the equipment is delivered. As a percentage of total revenues, we expect non-recurring revenues to represent less than 5% of total revenues for the foreseeable future.

Operating Costs and Expenses:
Cost of Revenues, excluding Depreciation and Amortization. The largest components of our cost of revenues are rental payments related to our leased data centers, utility costs, including electricity, bandwidth access, data center employees' salaries and benefits, including stock-based compensation, repairs and maintenance, supplies and equipment and security. A majority of our cost of revenues is fixed in nature and should not vary significantly from period to period unless we expands our existing data centers or open or acquire new data centers. However, there are certain costs that are considered more variable in nature, including utilities and supplies that are directly related to growth in our existing and new customer base. We expect the cost of utilities, specifically electricity, will generally increase in the future on a per-unit or fixed basis, in addition to the variable increase related to the growth in consumption by our customers. In addition, the cost of electricity is generally higher in the summer months, as compared to other times of the year. Our costs of electricity may also increase as a result of beingthe physical effects of climate change, increased regulations driving alternative electricity generation due to environmental considerations or as a public company (forresult of our election to use renewable energy sources. To the extent we incur increased utility costs, such increased costs could materially impact our financial condition, results of operations and cash flows.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation for our sales and
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marketing, executive, finance, human resources, legal, IT functions and administrative personnel, third-party professional services fees, insurance and administrative related-rent expense.

Depreciation and Amortization. Depreciation and amortization expenses are primarily comprised of depreciation and amortization on our property, plant and equipment and amortization related to intangible assets.

Restructuring, Impairment, Site Closures and Related Cost. Should we commit to a plan to dispose a long-lived asset before the end of its previously estimated useful life or change its use of assets, estimated cash flows are revised accordingly. Restructuring, impairment, site closures and related costs are primarily comprised of costs incurred to dispose of a long-lived asset and include an impairment charge of the leased asset, related liabilities that may arise as a result of the underlying action (such as severance), contractual obligations and other accruals associated with the site closures.

Transaction- related costs. Transaction - related costs was a one-time Transaction Bonus paid to current and former employees and directors of Legacy Cyxtera following the consummation of the Business Combination. The Transaction Bonus was funded in full by a capital contribution from SIS, the sole stockholder of Cyxtera prior to the consummation of the Business Combination.

Interest Expense, net. Interest expense, net is primarily comprised of interest incurred under our credit facilities and on capital leases.
Other Expenses, net. Other expenses, net primarily includes the impact of foreign currency gains and losses.

Change of Fair Value of the Warrant Liabilities. Warrants that were assumed in connection with the consummation of the Business Combination, were initially measured at fair value at the Business Combination date and are subsequently remeasured at estimated fair value on a recurring basis at the end of each reporting period, with changes in estimated fair value of the respective warrant liability recognized as change of fair value of warrant liabilities in the condensed consolidated statement of operations.
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Results of Operations
The following tables set forth our unaudited condensed consolidated results of operations for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations data for the three months and nine months ended September 30, 2021 and 2020 have been derived from our unaudited condensed consolidated financial reporting, accountingstatements which have been prepared following substantially the same basis and auditing compliance)estimates and assumptions as those used by management in the preparation of our consolidated financial statements and related notes.

Three months ended September 30, 2021 and 2020. The following table sets forth our historical operating results for the periods indicated, and the changes between periods:

Three Months Ended September 30,
20212020$ Change% Change
Revenues$177.1 $172.0 $5.1 %
Operating costs and expenses:
Cost of revenues, excluding depreciation and amortization93.5 97.3 (3.8)(4)%
Selling, general and administrative expenses29.2 24.5 4.7 19 %
Depreciation and amortization59.4 57.5 1.9 %
Restructuring, impairment, site closures, and related costs1.4 — 1.4 100 %
Transaction - related costs5.2 — 5.2 100 %
Impairment of notes receivable and other amounts due from affiliate— 9.4 (9.4)(100)%
Total operating costs and expenses188.7 188.7 — — %
Loss from operations(11.6)(16.7)5.1 (31)%
Interest expense, net(43.1)(42.4)(0.7)%
Other expenses, net(0.4)(1.4)1.0 (71)%
     Change of fair value of warrant liabilities
(2.7)— (2.7)100 %
Loss from continuing operations before income taxes(57.8)(60.5)2.7 (4)%
Income tax benefit11.1 14.6 (3.5)(24)%
Net loss$(46.7)$(45.9)$(0.8)%

Revenues
Revenues increased by $5.1 million, or 3%, for the three months ended September 30, 2021 compared to the same period in the prior year. The increase in revenue is attributable to the increase in recurring revenues as a result of increased bookings combined with lower churn.

Operating Costs and Expenses
Cost of Revenues, excluding Depreciation and Amortization
Cost of revenues, excluding depreciation and amortization decreased by $3.8 million, or 4%, for the three months ended September 30, 2021 compared to the same period in the prior year. This decrease in cost of revenues was primarily attributable to the recovery of $4.3 million related to an aged settlement with a vendor. Our exit from Moses Lake, completed in the second quarter of 2021, resulted a reduction in rent expense of $2.1 million compared to the prior year. Customer installation costs decreased by $2.4 million over the prior year period, primarily as a result of cost management efforts on implementations. Payroll related expense also decreased by $1.0 million due to reduction in work force at the data centers period over period. These savings have been offset in part by an increase in utilities expenses of approximately $6.0 million, driven by primarily increases in electricity rates and a slight increase in power consumption.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $4.7 million, or 19%, for the three months ended September 30, 2021 compared to the same period in the prior year. This increase in selling, general and administrative expenses was primarily attributable to an increase in personnel and related expenses of $1.5 million primarily due to an increase in wage rate and an increase insurance cost of $1.0 million as a result of the Company becoming a publicly traded company. In addition, during the three months ended September 30, 2021, we recovered a $2.0 million on accounts receivable deemed uncollectible during the three months ended September 30, 2020.

Depreciation and Amortization

Depreciation and amortization increased by $1.9 million, or 3%, for the three months ended September 30, 2021 compared to the same period in the prior year. The increase was primarily attributable to higher amortization of leasehold improvements, and higher capital lease asset amortization from new capital leases commenced in 2020.

Restructuring, Impairment, site closures and related costs

Restructuring, impairment, site closures and related costs was $1.4 million for the three months ended September 30, 2021 (no such costs incurred in the same period of the prior year).

Transaction - related costs

Transaction - related costs were $5.2 million for the three months ended September 30, 2021 (no such costs incurred in the same period of the prior year). These transaction- related costs consist of the Transaction Bonus which was paid in relation to the consummation of the Business Combination.

Impairment of Notes Receivable and Other Amounts Due from Affiliate
On March 31, 2019, Appgate issued promissory notes (together, the "Promissory Notes") to each of the Company and Cyxtera Management, Inc. (the “Management Company”) evidencing certain funds borrowed by Appgate from each of the Company's and the Management Company as well as potential future borrowings. The Promissory Notes had a combined initial aggregate principal amount of $95.2 million and provided for due diligence expenses.

Foradditional borrowings during the term of the Promissory Notes for additional amounts not to exceed approximately $52.5 million in the aggregate (approximately $147.7 million including the initial aggregate principal amount).

    As of December 31, 2019, we had a receivable related to the Promissory Notes of $127.7 million. On December 31, 2019, Appgate spun-off from the Company. As of December 31, 2019, we assessed collectability of the Promissory Notes from Appgate and reserved the entire amount of $127.7 million as the balance was deemed unrecoverable. In making that determination, we considered factors such as Appgate’s operating and cash losses since the initial acquisition into the Company's group in 2017 through December 31, 2019, and Appgate’s anticipated cash needs and potential access to liquidity and capital resources over the remaining term of the note based on the facts and circumstances at the time.

    During the three months ended September 30, 2020, we advanced $9.3 million under Promissory Notes and recorded a provision for loan losses in the same amount based on the same factors discussed above. Accordingly, as of September 30, 2020, we had a receivable related to the Promissory Notes of $148.2 million with a full allowance of $148.2 million. In addition, during the three months ended September 30, 2020, we had other amounts receivable from Appgate of $0.1 million with a full reserve because of the same factors discussed above for the Promissory Notes. These other amounts include charges under the Transition Services Agreement between the Management Company and Appgate.

On February 8, 2021, we received a payment of $118.2 million from Appgate against the then accumulated principal and interest under the Promissory Notes and issued a payoff letter to Appgate extinguishing the $36.1 million of principal and accrued interest balance remaining following such repayment. The $118.2 million payment
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was attributed to $1.1 million of 2020 accrued interest on the Promissory Notes, $19.4 million to the principal amount advanced in the three months ended September 30, 2020 and the remaining balance of $97.7 million to the recovery of a portion of the Promissory Notes principal and interest balance outstanding as of December 31, 2019. During the three months ended March 31, 2021, we wrote-off the ending balance in the allowance for loan losses on the Promissory Notes during the three months ended March 31, 2021. Accordingly, no additional changes on the Promissory Notes or the allowance for loan losses occurred during the three months ended September 30, 2021.

Interest Expense, Net
Interest expense, net increased by $0.7 million, or 2%, for the three months ended September 30, 2021 compared to the same period in the prior year. The increase in interest expense was attributed to additional interest expense of $0.5 million driven by the capital lease additions for a site, the write-off of $5.2 million of deferred loan costs attributable to the extinguishment of 2017 Second Lien Term Facility, which was offset by the decrease of interest expense of $4.9 million due to the repayment in full of the 2017 Second Lien Term Facility, the Revolving Facility and the 2021 Revolving Facility in July and August 2021 following the consummation of the Business Combination.

Other Expenses, Net
Other expenses decreased by $1 million, or 79% for both the three months ended September 30, 2021 compared to the same period in the prior year. The decrease in other expenses was driven by the change of foreign currency translation for the three months ended September 30, 2021 and 2020.

Change of Fair Value of Warrant Liabilities

For the three months ended September 30, 2021, we recorded a loss of approximately $174,000, which consisted$2.7 million on our unaudited condensed statement of approximately $27,000operations. The loss recorded in the fair value of net gainthe warrant liabilities is a result of the increase of fair value of the warrant liabilities from the Business Combination date through September 30, 2021.

Income Tax Benefit
Income tax benefit for the three months ended September 30, 2021 and 2020 was $11.1 million and $14.6 million, respectively. The income tax benefit on investments held in Trust Account,the pre-tax loss for the three months ended September 30, 2021 was different than the amount expected at the statutory federal income tax rate primarily as a result of additional state income tax benefit offset by valuation allowances recorded on certain deferred tax assets in the U.S. and foreign jurisdictions, non-deductible equity compensation and nondeductible remeasurement of the warrant liabilities. The income tax expense for the three months ended September 30, 2020 was $14.6 million. The income tax benefit on the pre-tax loss for the three months ended September 30, 2020 was different than the amount expected at the statutory federal income tax rate primarily as a result of additional state income tax benefit offset by valuation allowances recorded on certain deferred tax assets in the U.S. and foreign jurisdictions, non-deductible equity compensation, and the remeasurement of the Company's net deferred tax assets in the U.K. due to an enacted tax rate change.

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Nine months ended September 30, 2021 and 2020. The following table sets forth our historical operating results for the periods indicated, and the changes between periods:
Nine Months Ended September 30,
20212020$ Change% Change
Revenues$525.3 $517.7 $7.6 %
Operating costs and expenses:
Cost of revenues, excluding depreciation and amortization287.4 287.3 0.1 — %
Selling, general and administrative expenses79.7 81.4 (1.7)(2)%
Depreciation and amortization180.6 172.4 8.2 %
Restructuring, impairment, site closures, and related costs68.4 — 68.4 100 %
Transaction- related costs5.2 — 5.2 100 %
Impairment of note receivable and other amounts due from affiliate— 18.2 (18.2)(100)%
Total operating costs and expenses621.3 559.3 62.0 11 %
Loss from operations(96.0)(41.6)(54.4)131 %
Interest expense, net(129.3)(127.8)(1.5)%
Other expenses, net(1.2)(2.1)0.9 (43)%
Change of fair value of warrant liabilities(2.7)— (2.7)100 %
Loss from operations before income taxes(229.2)(171.5)(57.7)34 %
Income tax benefit36.9 22.7 14.2 63 %
Net loss$(192.3)$(148.8)$(43.5)29 %

Revenues

Revenues increased by $7.6 million, or 1%, for the nine months ended September 30, 2021 compared to the same period in the prior year. The increase in revenue is attributable to an increase in recurring revenues as a result of increased bookings combined with lower churn.
Operating Costs and Expenses

Cost of Revenue, excluding Depreciation and Amortization
Cost of revenues, excluding depreciation and amortization were flat at $287.3 million for the nine months ended September 30, 2021 and 2020. During the nine months ended September 30, 2020, the company lowered headcount and external contractors across the data centers resulting in a reduction of $5.5 million in payroll and services expenses. As part of the reduction, the Company incurred severance expenses of $1.1 million during the nine months ended September 30, 2020. During 2021, benefit expenses were lower by $1.3 million due to lower claims period over period. As a result of the exit from Moses Lake during 2021, rent expense was lower period over period by $2.8 million. Customer installations costs have decreased by $6.7 million driven by cost management efforts on implementations. In addition, the company recovered $4.3 million in relation to an aged settlement with a vendor. These savings have been offset by increase in utilities expense of $14.7 million and increases to data center maintenance of $2.8 million period over period. The increase in utility expense during 2021 is mostly driven by $3.4 million in additional electric power expenses incurred related to Winter Storm Uri, which affected the grid in several markets, approximately $53,000$5.5 million related to rate increases, and approximately $2.5 million related to increases in consumption.

Selling , General and Administrative Expenses

Selling, general and administrative expenses decreased by $1.7 million, or 2%, for the nine months ended September 30, 2021 compared to the same period in the prior year. This decrease in selling, general and approximately $148,000administrative expenses was primarily attributable to the reversal of a $2.0 million litigation contingency as a result
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of a favorable settlement and a decrease in franchise tax expense.

Forprofessional consulting fees of $2.1 million. The costs were offset by an increase to payroll related expenses of $3.6 million due to salary rate increases.

Depreciation and Amortization
Depreciation and amortization increased by $8.2 million, or 5%, for the nine months ended September 30, 2021 compared to the same period in the prior year. The increase was primarily attributable to higher leasehold improvement amortization from additions during the period and $1.8 million of accelerated depreciation and amortization on Moses Lake assets in connection with the decision to cease use of the data center site as further described in Note 5 to our unaudited condensed consolidated financial statements, and higher capital lease asset amortization from new capital leases entered in 2020.

Restructuring, impairment, site closures and related costs

Restructuring, impairment, site closures and related costs were $68.4 million for the nine months ended September 30, 2021 (no such costs were incurred in the same period of the prior year). These charges are related to the Moses Lake data center facility and Addison office space closures.

Transaction- related costs

Transaction - related costs were $5.2 million for the nine months ended September 30, 2021 (no such costs incurred in the same period of the prior year).

Impairment on Notes Receivable from Affiliate and Other Amounts Due from Affiliate
During the nine months ended September 30, 2020, we advanced an additional $14.9 million under the Promissory Notes to Appgate and recorded provision for loan losses in the same amount based on the same factors discussed above. Accordingly, as of September 30, 2020, the Company had a receivable related to the Promissory Notes of $148.2 million with a full allowance of $148.2 million. In addition, during the nine months ended September 30, 2020, we had other amounts receivable from Appgate for $3.3 million with a full reserve because of the same factors discussed above for the Promissory Notes. These other amounts include charges under the Transition Services Agreement between Cyxtera Management Company and Appgate.
Interest Expense, Net
Interest expense, net increased $1.5 million, or 1%, for the nine months ended September 30, 2021 compared to the same period in the prior year. The increase in interest expense was attributed to additional interest expense of $1.5 million driven by the capital lease additions for a site, the write-off of $5.2 million attributable to the extinguishment of the 2017 Second Lien Term Facility, which was offset by the decrease of interest expense of $4.9 million due to the repayment in full of the Second Lien Term Facility, and the paying down of the Revolving Facility and the 2021 Revolving Facility in July and August 2021 following the consummation of the Business Combination.

Other Expenses, Net
Other expenses, net decreased by $0.9 million, or 43% for the nine months ended September 30, 2021 compared to the same period in the prior year. The decrease in other expenses was driven by the improvement based one foreign currency exchange rates.

Change of Fair Value of Warrant Liabilities
For the nine months ended September 30, 2021, we recorded a loss of approximately $176,000,$2.7 million on our unaudited condensed statement of operations. The loss recorded in the fair value of the warrant liabilities is a result of the increase of fair value of the warrant liabilities from the Business Combination date through September 30, 2021.


44


Income Tax (Expense) Benefit
The income tax benefit for the nine months ended September 30, 2021 was $36.9 million, compared to $22.7 million for the same period in the prior year. The income tax benefit on the pre-tax loss for the nine months ended September 30, 2021 was different than the amount expected at the statutory federal income tax rate primarily as a result of additional state income tax benefits, which consisted of approximately $27,000 of net gain on investments held in Trust Account,were partially offset by approximately $53,000valuation allowances recorded on certain deferred tax assets in generalthe U.S. and administrative expensesforeign jurisdictions, non-deductible equity compensation, nondeductible remeasurement of the warrant liabilities and approximately $150,000the remeasurement of the Company’s net deferred tax assets in franchisethe U.K. due to a recently enacted tax expense.

rate. The income tax benefit on the pre-tax loss for the nine months ended September 30, 2020 was different than the amount expected at the statutory federal income tax rate primarily as a result of additional state income tax benefits, which were partially offset by valuation allowances recorded on certain deferred tax assets in the U.S. and foreign jurisdictions, non-deductible equity compensation, foreign withholding taxes, and the remeasurement of the Company’s net deferred tax assets in the U.K. due to an enacted tax rate change.


Liquidity and Capital Resources

As of September 30, 2021 and December 31, 2020, we had $2.7cash of $74.5 million and $120.7 million, respectively. Historically, customer collections are our primary source of cash. We believe that our existing cash and cash equivalents, the cash generated from operations, and the borrowing capacity under our revolving credit facility, will be sufficient to fund our operations for at least the next twelve months and the long-term foreseeable future. We intend to continue to make significant investments to support our business growth, which may include pursuing additional expansion opportunities. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The occurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. There can be no assurances that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives. If current market conditions were to deteriorate, some of our customers may have difficulty paying us and we may experience increased churn in our customer base, including reductions in their commitments to us, and we may be unable to secure additional financing, or any such additional financing may only be available to us on unfavorable terms, all of which could have a material adverse effect on our liquidity. Additionally, an inability to pursue additional expansion opportunities will have a material adverse effect on our ability to maintain our desired level of revenue growth in future periods.

Debt
As of September 30, 2021, we had $907.2 million and $950.5 million in its operating bank account,capital lease obligations and workinglong-term debt outstanding under our Senior Secured Credit Facilities, respectively. As of December 31, 2020, we had $933.1 million and $1,376.5 million in capital lease obligations and long- term debt outstanding under our Senior Secured Credit Facilities, respectively. Following the consummation of approximately $2.7 million.

Our liquidity needs to date have been satisfied throughBusiness Combination, we repaid the paymententire balance owed under the Second Lien Term Facility of $25,000 from our Sponsor to purchase$310.0 million and amounts owed under the Founder Shares (as defined below), the loan of approximately $141,000 under a promissory note from our Sponsor (the “Note”),Revolving Facility and the net proceeds from2021 Revolving Facility of $123.1 million. Since the consummation of the Private Placement not heldBusiness Combination we have borrowed $40.0 million from the Revolving Facility and the 2021 Revolving Facility all of which is currently outstanding.


Cash Flow

Nine Months Ended September 30,
20212020
Net cash provided by operating activities$0.8 $85.4 
Net cash used in investing activities73.0 (73.4)
Net cash provided by financing activities(125.2)57.4 
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Operating Activities
Cash provided by our operations is generated by colocation service fees, which includes fees for the licensing of space, power and interconnection services.
During the nine months ended September 30, 2021 operating activities provided $0.8 million of net cash as compared to $85.4 million during the same period in the Trust Account. We fullyprior year. The decrease in net cash from operating activities during 2021 compared to 2020 was primarily due to the paying down of $37.5 million in accrued expenses and accounts payable during 2021, improved collections of $20.9 million experienced in 2020, and other changes in working capital. During the nine months ended September 30, 2021, we factored $91.5 million of receivables and received $90.1 million, net of fees of $1.4 million. On February 19, 2021, we repaid $22.7 million of fees owed under the Services Agreement described in Note 18 to our condensed consolidated financial statements, amounts that were related to the Structuring Fee, Service Provider Fee and other Sponsor related expenses.

Investing Activities

Our investing activities are primarily focused on capital expenditures due to expansion activities and overall modernization of our data centers.

During the nine months ended September 14, 2020.30, 2021, investing activities provided $73.0 million of net cash as compared to net cash used of $73.4 million during the same period in the prior year. The increase in net cash provided by investing activities during 2021 compared to 2020 was primarily due to the $117.1 million received from Appgate in February 2021 in settlement of the Promissory Notes and $44.1 million less cash used for purchase of property and equipment.

Financing Activities

Our cash flow from financing activities is centered around the use of our credit facilities and lease financings.
During the nine months ended September 30, 2021, financing activities used $(125.2) million of net cash as compared to net cash provided of $57.4 million for the same period in the prior year. The decrease in net cash from financing activities during 2021 compared to 2020 was primarily due to a $97.9 million capital redemption payment during the period where we redeemed, cancelled and retired 9,645,455 shares of the common stock, par value, $0.0001 per share, of Legacy Cyxtera held by SIS, in exchange for this payment by Legacy Cyxtera to SIS. In May 2021, the Company repaid $19.6 million of the outstanding balance under the Revolving Facility. Upon the consummation of the Business Combination in 2021, we received $436.0 million from the SVAC trust and cash, PIPE investors and Forward Purchasers, net of transaction cost, and used $433.0 million of such proceeds to repay in full the outstanding amounts of principal on the Second Lien Term Facility, Revolving Facility, and the 2021 Revolving Facility. In addition, in order to finance transaction costs in connection with aduring the nine months ended September 30, 2021, the Company paid down $6.8 million of principal of the First Lien Term Facility. Since the consummation of the Business Combination, our Sponsor or an affiliatewe re-borrowed $40.0 million from the Revolving Facility and the 2021 Revolving Facility. Repayments of capital leases was also higher in the 2021 period by $22.8 million compared to the prior year period. The Company also obtained a capital contribution of $5.2 million from SIS to pay the Transaction Bonus to current and former employees.

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Contractual Obligations and Commitments
We lease a majority of our Sponsor, ordata centers and certain equipment under long-term lease agreements. The following represents our officersdebt maturities, financings, leases and directors may, but are not obligated to, provide us working capital loans. Asother contractual commitments as of
September 30, 2021 (in millions):
Remaining 20212022202320242025ThereafterTotal
Long-term debt, excluding the Revolving Facility (1)
$2.2 $11.8 $46.4 $857.8 $— $— $918.2 
Revolving Facility— 2.7 37.3 — — — 40.0 
Interest (2)
9.7 38.2 37.4 11.8 — — 97.2 
Capital leases and other financing obligations (3)
— — — — — — — 
Operating leases (3)
14.9 59.7 58.4 56.3 43.3 312.4 545.0 
Purchase obligations (4)
— — — — — — — 
Asset retirement obligations (5)
— — — — — — — 
$26.8 $— $179.5 $925.9 $43.3 $312.4 $— 
(1)Represents aggregate maturities of long-term debt, excluding the Revolving Facility.
(2)Represents interest on our long-term debt included in (1) based on their approximate interest rates as of September 30, 2020, there were no working capital loans outstanding.

Based on2021, as well as the foregoing, management believes that we will have sufficient workingcredit facility fee for the Revolving Facility.

(3)Represents lease payments under capital and borrowing capacity fromoperating lease arrangements, including renewal options that are certain to be exercised.
(4)Represents unaccrued purchase commitments related to IT licenses, utilities and colocation operations. These amounts do not represent our Sponsor or an affiliate of our Sponsor, or our officers and directors to meet our needs through entire anticipated purchases in the earlier offuture but represent only those items for which the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

19

We continue to evaluate the impact of the COVID-19 pandemic and have concluded that the specific impact is not readily determinableCompany was contractually committed as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

September 30, 2021.

(5)Represents future accretion expense on asset retirement obligations.


Off-Balance-Sheet Arrangements
We dodid not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement with our Sponsor to pay our Sponsor a totaloff-balance sheet arrangements as of $10,000 per month for office space,September 30, 2021.

Significant Accounting Policies and administrative and support services.

Critical Accounting Policies

This management’sEstimates

Our discussion and analysis of our financial condition and results of operations is based onupon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally acceptedAccounting Principles Generally Accepted in the United States of America.America, or “U.S. GAAP”. The preparation of ourthese unaudited condensed consolidated financial statements requires us to make estimates, judgments and judgmentsassumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses.liabilities. We base our estimates on historical experience known trends and events andon various other factorsassumptions that we believe to beare reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identifiedestimates. Refer to our significant accounting policies as disclosed in Note 2 to our Consolidated Financial Statements for the following as its critical accounting policies:

Class A Common Stock Subject to Possible Redemption

Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either withinyear ended December 31, 2020 in the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outsideRegistration Statement on Form S-1 registration statement for a complete description of our control and subjectsignificant accounting policies.



Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 2 to the occurrence of uncertain future events.

Net Income (Loss) Per Common Share

Net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

Our unaudited condensed consolidated financial statements of operations include a presentation of net income (loss) per share for common stock subject to redemptionincluded elsewhere in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted for Class A common stock is calculated by dividing the net gainthis Quarterly Report on investment securities held in the Trust Account, net of applicable taxes available to be withdrawn from the Trust Account by the weighted average number of Class A common stock outstanding for each period. Net loss per common share, basic and diluted for Class B common stock is calculated by dividing the net loss, less income attributable to Class A common shares by the weighted average number of Class B common shares outstanding for the period.

RecentForm 10-Q.

47



JOBS Act Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

20
Election


Off-Balance Sheet Arrangements

As of September 30, 2020, we did not have any off-balance sheet arrangements

We are an emerging growth company, as defined in Item 303(a)(4)(ii) of Regulation S-K.

the JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and underAct. Under the JOBS Act, are allowed to comply withemerging growth companies can delay adopting new or revised accounting pronouncements based onstandards issued subsequent to the effective date forenactment of the JOBS Act until such time as those standards apply to private (not publicly traded) companies. We have elected to delay the adoption of new or revised accounting standards, and as a result, we may not complyuse this extended transition period for complying with new or revised accounting standards onthat have different effective dates for public and private companies until the relevant dates on which adoptionearlier of such standards is required for non-emergingthe date we (i) are no longer an emerging growth companies.company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, theour financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (United States) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.



48


Item 3.
Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Qualitative Disclosures About Market Risk

Not Applicable.


Item 4.
Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision


Limitations on Effectiveness of Controls and with the participation of our management, including our principal executive officerProcedures

In designing and principal financial and accounting officer, we conducted an evaluation of the effectiveness ofevaluating our disclosure controls and procedures, asmanagement recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the enddesired control objectives. In addition, the design of the fiscal quarter ended September 30, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.


Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports filed or submitted under the Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officerChief Executive Officer and principal financial officer or persons performing similar functions, as appropriateChief Financial Officer, to allow timely decisions regarding required disclosure.


Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. In connection with a restatement of SVAC’s 2020 financial statements, SVAC’s management re-evaluated the effectiveness of SVAC’s disclosure controls and procedures as of December 31, 2020, and identified a material weakness in its internal control over financial reporting related to the accounting for instruments that have an equity and liability component related to instruments issued in connection with its IPO in September 2020. Upon completion of the Business Combination transaction with SVAC on July 29, 2021, the related instruments became those of Cyxtera and are reflected in our financial statements. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the above mentioned material weakness, our disclosure controls and procedures were not effective as of September 30, 2021. Notwithstanding the material weaknesses noted above, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America.

Material Weakness

As described in SVAC’s Annual Report on Form 10-K/A for the year ended December 31, 2020 (the “2020 Annual Report”), SVAC identified a material weakness in its internal control over financial reporting related to the accounting for instruments that have an equity and liability component related to instruments issued in connection with its IPO in September 2020. As a result of this material weakness, SVAC’s management concluded that its internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of SVAC’s derivative liabilities, change in fair value of derivative liabilities, Class A common stock subject to possible redemption, accumulated deficit and related financial disclosures as of December 31, 2020, the year ended December 31, 2020 and as of September 30, 2020 and for the three and nine months ended September 30, 2020. Such derivative liabilities were assumed by Cyxtera on July 29, 2021 in connection with our Business Combination with SVAC. As a result of the consummation of the Business Combination, Legacy Cyxtera Management replaced existing SVAC Management.
49




Changes in Internal Control overOver Financial Reporting

There was


Other than as described below, there have been no changechanges in our internal control over financial reporting that occurred(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the nine months ended September 30, 2020,most recent fiscal quarter covered by this Quarterly Report on Form 10-Q that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

21


Remediation Status of Reported Material Weakness

Management continues to execute its plan to remediate the material weakness. We have begun to enhance our internal controls to identify and appropriately apply applicable accounting requirements to evaluate and understand the complex financial instruments that contain elements of liabilities and equity, which apply to our financial statements. Our remediation plans include providing our accounting personnel with enhanced access to accounting literature, research materials and documents specific to complex financial instruments that contain elements of liabilities and equity, increased communication among our accounting personnel regarding complex accounting applications for financial instruments and enhanced review control procedures for complex financial instruments with elements of liabilities and equity. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

The remediation steps outlined above are expected to strengthen the Company’s internal control over financial reporting. Management plans to test the ongoing operating effectiveness of all new and modified controls and will consider the material weakness remediated after the applicable controls operate effectively for a sufficient period.


PART II -II- OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS


Item 1. Legal Proceedings

None.

ITEM 1A.RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the Company’s final prospectus for the Initial Public Offering as filed with the SEC on September 11, 2020.


Item 1A. Risk Factors

Not applicable to smaller reporting companies.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Item 2. Unregistered Sales

On September 14, 2020, we of Equity Securities and Use of Proceeds


Recent Sales of Unregistered Equity Securities

At the closing of the Business Combination, the Company consummated our Initial Public Offeringthe PIPE Investment and issued 25,000,000 shares of 36,000,000 Units. On September 23, 2020, inClass A common stock to the PIPE Purchasers for aggregate consideration of $250 million, or $10 per share. Also at the closing, the Company issued 10,526,315 shares of Class A common stock to the Forward Purchasers for aggregate consideration of $100 million, or $9.50 per share. In connection with underwriters’ electionthe Forward Purchase, the Company issued 1,853,813 Private Placement Warrants to partially exercise their over-allotment option, we sold anthe Forward Purchasers for no additional 4,423,453 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $404,234,530.consideration. Each Unit consists ofwhole Private Placement Warrant is exercisable for one whole share of Class A common stock and one-sixth of one redeemable warrant (the “Detachable Redeemable Warrants”). In addition, each share of Class A common stock issued in the Initial Public Offering carries a contingent right to receive at least one-sixth of one redeemable warrant following the Initial Business Combination Redemption Time under certain circumstances and subject to adjustment (the “Distributable Redeemable Warrants”, and with the Detachable Redeemable Warrants, the “Redeemable Warrants”). UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated and Cowen and Company, LLC acted as the book running managers of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-248094), which the SEC declared effective on September 9, 2020, and a related registration statement on Form S-1MEF (No. 333-248699), which became effective on the same date.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of an aggregate of 6,133,333 Private Placement Warrants to the Sponsor, at a purchase price of $1.50$11.50 per Private Placement Warrant, generating gross proceeds to the Company of $9,200,000. In connection with the underwriters’ partial exercise of their over-allotment option, the Sponsor purchased an additional 589,794 Private Placement Warrants, generating gross proceeds to the Company of $884,691. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

share. The Private Placement Warrants are identical to the Redeemable Warrants underlying the Units sold in the Initial Public Offering, except that,will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the SponsorForward Purchasers or itstheir permitted transferees: (1) they will not be redeemabletransferees.


Additionally, at the closing of the Business Combination, 10,105,863 shares of SVAC’s Class B common stock held by the Company, except as otherwise set forth in the Company’s prospectus; (2) they (including theSponsor automatically converted to shares of Class A common stock issuable upon exerciseas of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold byclosing for no additional consideration.
50



The Company issued the Sponsor, until 30 days after the completionforegoing securities under Section 4(a)(2) of the Company’s initial business combination; (3) they may be exercised bySecurities Act and/or Rule 506 of Regulation D promulgated under the holders onSecurities Act, as a cashless basis;transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and (4) the holders thereof  (includingnot with respecta view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the shares of common stock issuable upon exercise ofcertificates representing the Private Placement Warrants) are entitled to registration rights.

Of the gross proceeds received from the Initial Public Offering, the partial exercise of the over-allotment option and the Private Placement Warrants, $404,234,530 was placedsecurities (or reflected in the Trust Account.

Use of Proceeds

We paid a total of approximately $7.9 million underwriting discounts and commissions (excluding the deferred portion) and approximately $7.1 million for other offering costs and expenses related to the Initial Public Offering. In connectionrestricted book entry with the Initial Public Offering, we incurred offering costs of approximately $25.7 million, inclusive of $18.2 million in deferred underwriting commissions. Other incurred offering costs consisted principally of preparation fees relatedCompany’s transfer agent). The parties also had adequate access, through business or other relationships, to information about the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, approximately $404.2 million of the net proceeds of the sale of the Units in the Initial Public Offering, the Private Placement, the Over-Allotment Units and the additional Private Placement Warrants were placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly Report.

22
Company.


There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.


ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Item 3. Defaults Upon Senior Securities

None.

ITEM 4.MINE SAFETY DISCLOSURES


Item 4. Mine Safety Disclosures

Not applicable.

ITEM 5.OTHER INFORMATION

None.

23
Applicable


Item 5. Other Information

None.

ITEM 6.EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

No.Description of Exhibit
1.1Underwriting Agreement, dated September 9, 2020, between the Company and UBS Securities LLC, as representative of the several underwriters (1)
3.1Amended and Restated Certificate of Incorporation of the Company (1)
3.2Bylaws of the Company (1)
4.1Warrant Agreement, dated September 9, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (1)
10.1Amended and Restated Private Placement Warrants Purchase Agreement, dated September 9, 2020, between the Company and SVAC Sponsor LLC (1)
10.2Letter Agreement, dated September 9, 2020, among the Company, SVAC Sponsor LLC and each of the officers and directors of the Company (1)
10.3Investment Management Trust Account Agreement, dated September 9, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee (1)
10.4Registration Rights Agreement, dated September 9, 2020, among the Company and certain security holders (1)
10.5Form of Indemnity Agreement, between the Company and each of the officers and directors of the Company (1)
10.6Administrative Services Agreement, dated September 9, 2020, between the Company and SVAC Sponsor LLC (1)
10.7Amended and Restated Forward Purchase Agreement, dated September 9, 2020, among the Company and the purchasers signatory thereto (1)
10.8Optional Share Purchase Agreement, dated September 9, 2020, among Company and the purchasers signatory thereto (1)
31.1*Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*XBRL Instance Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

**Furnished.

(1)Previously filed as an exhibit to our Current Report on Form 8-K filed on September 14, 2020 and incorporated by reference herein.

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Item 6. Exhibits


SIGNATURES

51


Exhibit NumberDescriptionIncorporation by Reference
FormExhibitFiling DateFiled Herewith
2.1Agreement and Plan of Merger, dated as of February 21, 2021, by and among Starboard Value Acquisition Corp., Mundo Merger Sub 1, Inc., Mundo Merger Sub 2, LLC, Cyxtera Technologies, Inc. and Mundo Holdings, Inc.8-K2/22/2021
3.1Second Amended and Restated Certificate of Incorporation.8-K8/4/2021
3.2Amended and Restated By-Laws8-K8/4/2021
4.1Specimen Class A Common Stock Certificate of Starboard Value Acquisition Corp.S-1/A8/28/2020
4.2Specimen Warrant Certificate of Starboard Value Acquisition Corp.S-1/A8/28/2020
4.3Warrant Agreement, dated September 9, 2020, by and between SVAC and Continental Stock Transfer & Trust Company, as warrant agent.S-1/A9/08/2020
4.4Specimen Class A Common Stock Certificate of Cyxtera Technologies, Inc.8-K8/04/2021
10.1Form of Indemnification Agreement. #8-K8/04/2021
10.22021 Incentive Award Plan. #8-K8/04/2021
10.3Forms of award agreements under the Cyxtera Technologies, Inc. 2021 Omnibus Incentive Plan.#S-810/01/2021
10.4Form of Amended and Restated Registration Rights Agreement by and among certain stockholders.8-K8/04/2021
10.5Stockholders Agreement, dated July 29, 2021, by and among Cyxtera Technologies, Inc., a Delaware corporation (f/k/a Starboard Value Acquisition Corp.), SIS Holdings LP, BCEC-Cyxtera Technologies Holdings (Guernsey) L.P., Medina Capital Fund II –SIS Holdco, L.P. and SVAC Sponsor LLC8-K8/04/2021
31.1X
31.2X
32.1X
32.2X
101.DEFXBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.PREInline XBRL Taxonomy Extension Presentation DocumentX
101.LABInline XBRL Taxonomy Extension Labels DocumentX
101.CALInline XBRL Taxonomy Extension Calculation DocumentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X



52


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, thereunto duly authorized.

authorized

CYXTERA TECHNOLOGIES, INC.


Date: November 15, 2021
STARBOARD VALUE ACQUISITION CORP
/s/ Carlos Sagasta
Carlos Sagasta
Date: November 16, 2020/s/ Martin D. McNulty, Jr.
Name:Martin D. McNulty, Jr.
Title:Chief Executive Officer
(Principal Executive Officer)
Date: November 16, 2020/s/ Kenneth R. Marlin
Name:Kenneth R. Marlin
Title:Chief Financial Officer
(Principal Financial and Accounting Officer)

25

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