UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TORULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Report onForm 6-K dated July 1, 2019
(Commission FileNo. 001-35053)
INTERXION HOLDING N.V.
(Translation of Registrant’s Name into English)
Scorpius 30, 2132 LR Hoofddorp, The Netherlands, +31 20 880 7600
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover ofForm 20-F orForm 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Note: RegulationS-T Rule 101(b)(1) only permits the submission in paper of aForm 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting theForm 6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
Note: RegulationS-T Rule 101(b)(7) only permits the submission in paper of a Form6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM6-K REPORT
Attached hereto as Exhibit 1.1 is the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 26, 2019, by and among InterXion Holding N.V. (the “Company”), Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc. and Guggenheim Securities, LLC, as representatives of the several underwriters named therein, executed in connection with the previously announced underwritten public offering of 4,600,000 ordinary shares of the Company, including 600,000 ordinary shares sold to the underwriters pursuant to the underwriters’ option to purchase additional shares granted in the Underwriting Agreement, which the underwriters exercised on June 27, 2019 (the “Offering”).
Attached hereto as Exhibit 5.1 is the Opinion of Loyens & Loeff N.V., dated as of July 1, 2019, as to the validity of the ordinary shares issued in the Offering.
Attached hereto as Exhibit 99.1 is a copy of the press release of the Company, dated June 26, 2019, announcing the pricing of the Offering at $72.75 per ordinary share.
The Offering closed on July 1, 2019.
This Report on Form6-K is incorporated by reference into (i) the Registration Statement on FormF-3 of the Company originally filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2019 (FileNo. 333-232331); (ii) the Registration Statement on FormS-8 of the Company originally filed with the SEC on June 23, 2011 (FileNo. 333-175099); (iii) the Registration Statement on FormS-8 of the Company originally filed with the SEC on June 2, 2014 (FileNo. 333-196447) and (iv) the Registration Statement on FormS-8 of the Company originally filed with the SEC on May 31, 2017 (FileNo. 333-218364).
No. | Description | |
1.1 | Underwriting Agreement, dated as of June 26, 2019, by and among InterXion Holding N.V., Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc. and Guggenheim Securities, LLC, as representatives of the several underwriters named therein, relating to the Offering. | |
5.1 | Opinion of Loyens & Loeff N.V., dated as of July 1, 2019, relating to the validity of the ordinary shares issued in the Offering. | |
23.1 | Consent of Loyens & Loeff N.V. (included in Exhibit 5.1). | |
99.1 | Press Release issued by InterXion Holding N.V., dated as of June 26, 2019, relating to the Offering. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INTERXION HOLDING N.V. | ||
By: | /s/ David C. Ruberg | |
Name: | David C. Ruberg | |
Title: | Chief Executive Officer | |
By: | /s/ Jean Mandeville | |
Name: | Jean Mandeville | |
Title: | Chairman |
Date: July 1, 2019