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    SEC Form SC 13D/A filed by Cyxtera Technologies Inc. (Amendment)

    3/29/23 4:55:13 PM ET
    $CYXT
    EDP Services
    Technology
    Get the next $CYXT alert in real time by email
    SC 13D/A 1 form_sc13da-cyxtera.htm
    UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSION 
    WASHINGTON, D.C. 20549
     
    SCHEDULE 13D
     
    Under the Securities Exchange Act of 1934 
    (Amendment No. 5)*
     
    Cyxtera Technologies, Inc.
    (f/k/a Starboard Value Acquisition Corp.) 
    (Name of Issuer)
     
    Class A common stock, par value $0.0001 per share 
    (Title of Class of Securities)
     
    23284C102
     (CUSIP NUMBER)
     
    Jeffrey C. Smith
    Starboard Value LP
    777 Third Avenue, 18th Floor
    New York, New York 10017
    (212) 845-7977
     
    COPIES TO:
    Jason Daniel
    Akin Gump Strauss Hauer & Feld LLP
    2300 N. Field Street
    Suite 1800
    Dallas, TX 75201
    (214) 969-4209
    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
    March 27, 2023
    (Date of event which requires filing of this statement)
     
    If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box   ◻.
     
    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Value LP
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    20,767,571
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    20,767,571
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    20,767,571
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    11.6%
    14
    TYPE OF REPORTING PERSON*
     
    PN

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Value and Opportunity Master Fund Ltd
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    WC
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Cayman Islands
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    11,602,587
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    11,602,587 
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    11,602,587 
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    6.5%
    14
    TYPE OF REPORTING PERSON*
     
    CO

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Value and Opportunity S LLC
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    WC
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    2,054,489
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    2,054,489
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    2,054,489
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    1.1%
    14
    TYPE OF REPORTING PERSON*
     
    OO
     

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Value and Opportunity C LP
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    WC
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    1,221,537
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    1,221,537
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    1,221,537
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    Less than 1%
    14
    TYPE OF REPORTING PERSON*
     
    PN
      

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Value R LP
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    1,221,537
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    1,221,537
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    1,221,537
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    Less than 1%
    14
    TYPE OF REPORTING PERSON*
     
    PN
      

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Value R GP LLC
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    2,160,345
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    2,160,345
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    2,160,345
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    1.2%
    14
    TYPE OF REPORTING PERSON*
     
    OO
     

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Value and Opportunity Master Fund L LP
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    WC
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Cayman Islands
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    938,808
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    938,808
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    938,808
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    Less than 1%
    14
    TYPE OF REPORTING PERSON*
     
    PN
     

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Value L LP
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    938,808
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    938,808
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    938,808
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    Less than 1%
    14
    TYPE OF REPORTING PERSON*
     
    PN
     

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard X Master Fund Ltd
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    WC
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Cayman Islands
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    1,650,431
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    1,650,431
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    1,650,431
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    Less than 1%
    14
    TYPE OF REPORTING PERSON*
     
    CO
      

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Value GP LLC
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    20,767,571
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    20,767,571
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    20,767,571
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    11.6%
    14
    TYPE OF REPORTING PERSON*
     
    OO
     

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Principal Co LP
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    20,767,571
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    20,767,571
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    20,767,571
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    11.6%
    14
    TYPE OF REPORTING PERSON*
     
    PN
      

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Starboard Principal Co GP LLC
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    20,767,571
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    20,767,571
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    20,767,571
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    11.6%
    14
    TYPE OF REPORTING PERSON*
     
    OO
      

     
     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Jeffrey C. Smith
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    United States
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    3,273
     
     
    8
     
    SHARED VOTING POWER
     
    20,767,571
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    3,273
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    20,767,571
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    20,770,844
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    11.6%
    14
    TYPE OF REPORTING PERSON*
     
    IN
      

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Peter A. Feld
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    United States
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    0
     
     
    8
     
    SHARED VOTING POWER
     
    20,767,571
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    0
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    20,767,571
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    20,767,571
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    11.6%
    14
    TYPE OF REPORTING PERSON*
     
    IN
      

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    SVAC Sponsor LLC
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    WC
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    11,262,341
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    11,262,341
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    11,262,341
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    6.3%
    14
    TYPE OF REPORTING PERSON*
     
    OO
     

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    SVAC Manager LLC
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    WC
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    11,262,341
     
     
    8
     
    SHARED VOTING POWER
     
    0
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    11,262,341
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    0
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    11,262,341
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    6.3%
    14
    TYPE OF REPORTING PERSON*
     
    OO
     

     
    CUSIP No. 23284C102
     
     
     
     
     
    1 
    NAME OF REPORTING PERSONS
     
    Martin D. McNulty, Jr.
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ◻        (b)  ◻
     
    3
    SEC USE ONLY
     
    4
    SOURCE OF FUNDS*
     
    OO
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
     
    ◻
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    United States
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
    7 
     
    SOLE VOTING POWER
     
    0
     
     
    8
     
    SHARED VOTING POWER
     
    505,150
     
     
    9
     
    SOLE DISPOSITIVE POWER
     
    0
     
     
    10
     
    SHARED DISPOSITIVE POWER
     
    505,150
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    505,150
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ◻
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
     
    Less than 1%
    14
    TYPE OF REPORTING PERSON*
     
    IN
     

    The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

    Item 4.        Purpose of Transaction.

    Item 4 is hereby amended to add the following:

    On March 27, 2023, Jeff Smith resigned from the board of directors of the Issuer (the “Board”) and representatives of Starboard Value LP ceased serving as observers on the Board.

    Item 5.        Interest in Securities of the Issuer.

    Item 5(a)-(c) is hereby amended and restated to read as follows:

    The information in Item 4 is incorporated herein by reference.

    (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The below information is based on the number of Shares reported as issued and outstanding as of March 13, 2023 in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023.

    As described in Item 4, the Reporting Persons may be deemed the beneficial owner of the following as of 4 pm EDT on March 29, 2023:

    A.    
    Starboard V&O Fund
     
     
     
     
     
    (a)
     Starboard V&O Fund beneficially owned 11,602,587 Shares.
     
     
     
     
     
         Percentage: 6.5%  

     
    (b)   
    1. Sole power to vote or direct vote: 11,602,587
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 11,602,587
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
     
    B.    
    Starboard S LLC
     
     
     
     
     
    (a)    
    Starboard S LLC beneficially owned 2,054,489 Shares.
     
     
     
     
     
     
     
    Percentage: 1.1%
     
     
     
     
     
     
    (b)   
    1. Sole power to vote or direct vote: 2,054,489
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,054,489
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
     
    C.    
    Starboard C LP
     
     
     
     
     
    (a)   
    Starboard C LP beneficially owned 1,221,537 Shares.
     
     
     
     
     
     
            
    Percentage: Less than 1%
     
     
     
     
     
     
    (b)   
     
    1. Sole power to vote or direct vote: 1,221,537
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 1,221,537
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
     
     
    D.   
    Starboard L Master
     
     
     
     
     
    (a)    
    Starboard L Master beneficially owned 938,808 Shares.
     
     
     
     
     
     
               
    Percentage: Less than 1%
     
     
     
     
     
     
    (b)    
    1. Sole power to vote or direct vote: 938,808
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 938,808
    4. Shared power to dispose or direct the disposition: 0
     





    E.
    Starboard L LP
     
     
     
     
     
    (a)
    Starboard L LP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 938,808 Shares owned by Starboard L Master.
     
     
     
     
     
     
     
    Percentage: Less than 1%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 938,808
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 938,808
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
     
    F.
    Starboard R LP
     
     
     
     
     
    (a)
    Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 1,221,537 Shares beneficially owned by Starboard C LP.
     
     
     
     
     
     
     
    Percentage: Less than 1%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 1,221,537
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 1,221,537
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
     
    G.
    Starboard R GP
     
     
     
     
     
    (a)
    Starboard R GP, as the general partner of Starboard R LP and Starboard L LP, may be deemed the beneficial owner of the (i) 1,221,537 Shares owned by Starboard C LP and (ii) 938,808 Shares owned by Starboard L Master.
     
     
     
     
     
     
     
    Percentage: 1.2%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 2,160,345
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 2,160,345
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
    H.
    Starboard X Master
     
     
     
     
     
    (a)
    Starboard X Master beneficially owned 1,650,431 Shares.
     
     
     
     
     
     
     
    Percentage: Less than 1%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 1,650,431
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 1,650,431
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
    I.
    Starboard Value LP
     
     
     
     
     
    (a)
    Starboard Value LP may be deemed the beneficial owner of 20,767,571 Shares. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares, through the Starboard Value LP Account.
     
     
     
     
     
     
     
    Percentage: 11.6%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 20,767,571
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 20,767,571
    4. Shared power to dispose or direct the disposition: 0
     




    J.
    Starboard Value GP
     
     
     
     
     
    (a)
    Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of 20,767,571 Shares, comprised of the (i) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares, through the Starboard Value LP Account.
     
     
     
     
     
     
     
    Percentage: 11.6%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 20,767,571
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 20,767,571
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
     
    K.
    Principal Co
     
     
     
     
     
    (a)
    Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of 22,130,128 Shares, comprised of the (i) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares, through the Starboard Value LP Account.
     
     
     
     
     
     
     
    Percentage: 11.6%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 20,767,571
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 20,767,571
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
     
    L.
    Principal GP
     
     
     
     
     
    (a)
    Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner 20,767,571 Shares, comprised of the (i) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares, through the Starboard Value LP Account.
     
     
     
     
     
     
     
    Percentage: 11.6%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 20,767,571
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 20,767,571
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
     
    M.
    Mr. Smith
     
     
     
     
     
    (a)
    Mr. Smith may be deemed the beneficial owner of 20,770,844 Shares. Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares, through the Starboard Value LP Account.  In addition, Mr. Smith holds 3,273 shares received as settlement of restricted stock units due to his former service as a member of the Board.
     
     
     
     
     
     
     
    Percentage: 11.6%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 3,273
    2. Shared power to vote or direct vote: 20,767,571
    3. Sole power to dispose or direct the disposition: 3,273
    4. Shared power to dispose or direct the disposition: 20,767,571
     



    N.
    Mr. Feld
     
     
     
     
     
    (a)
    Mr. Feld may be deemed the beneficial owner of 20,767,571 Shares. Mr. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 11,602,587 Shares beneficially owned by Starboard V&O Fund, (ii) 2,054,489 Shares beneficially owned by Starboard S LLC, (iii) 1,221,537 Shares beneficially owned by Starboard C LP, (iv) 938,808 Shares owned by Starboard L Master, (v) 1,650,431 Shares owned by Starboard X Master and (vi) 3,299,719 Shares, through the Starboard Value LP Account.
     
     
     
     
     
     
     
    Percentage: 11.6%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 20,767,571
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 20,767,571
     

    O.
    SVAC Sponsor LLC
     
     
     
     
     
    (a)
    SVAC Sponsor LLC beneficially owned 11,262,341 Shares.
     
     
     
     
     
     
     
    Percentage: 6.3%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 11,262,341
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 11,262,341
    4. Shared power to dispose or direct the disposition: 0
     
    Pursuant to the Stockholder’s Agreement, the Sponsor, the BC Stockholder and the Medina Stockholder may be deemed to be a group.  Based on publicly available information, if the Investor Parties were a group, such group would be deemed to own 102,503,105, or 57.0%.
     
     
     
     
     
    P.
    SVAC Manager LLC
     
     
     
     
     
    (a)
    SVAC Manager LLC, as the manager of the Sponsor, may be deemed the beneficial owner of the 11,262,341 Shares owned by the Sponsor.
     
     
     
     
     
     
     
    Percentage: 6.3%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 11,262,341
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 11,262,341
    4. Shared power to dispose or direct the disposition: 0
     
     
     
     
     
    Q.
    Mr. McNulty
     
     
     
     
     
    (a)
    Mr. McNulty is the beneficial owner of 505,150.
     
     
     
    Percentage: 0.3%
     
     
     
     
     
     
    (b)
    1. Sole power to vote or direct vote: 505,150
    2. Shared power to vote or direct vote: 0
    3. Sole power to dispose or direct the disposition: 505,150
    4. Shared power to dispose or direct the disposition: 0
     
    The Reporting Persons may be deemed to be a group.  If the Reporting Persons were a group, such group would beneficially own 32,538,335 Shares, or 18.1%.
     
    If all of the Reporting Persons were deemed to be a group with the Investor Parties, such group would, based on publicly available information, be deemed to own 123,779,099, or 68.9%. 
     
         
     
    (c)
    Not applicable
     
    (d)
    None.
     
    (e)
    Not applicable.



    Item 6.         Contracts, Arrangements, Understanding or Relationships with Respect to the Securities of the Issuer.

    Item 6 is hereby amended to add the following

    Due to Mr. Smith’s resignation from the Board, the unvested restricted stock units held by Mr. Smith expired without value.

    Signatures
     
    After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
     
    Dated: March 29, 2023
     
    STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
    By: Starboard Value LP,
    its investment manager
     
    STARBOARD VALUE AND OPPORTUNITY S LLC
    By: Starboard Value LP,
    its manager
     
    STARBOARD VALUE AND OPPORTUNITY C LP
    By: Starboard Value R LP,
    its general partner
     
    STARBOARD VALUE R LP
    By: Starboard Value R GP LLC,
    its general partner
     
    STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP
    By: Starboard Value L LP,
    its general partner
     
    STARBOARD P FUND LP
    By: Starboard Value P GP LLC,
    its general partner
     
    STARBOARD VALUE P GP LLC
    By: Starboard Value R LP,
    its member
     
    STARBOARD VALUE L LP
    By: Starboard Value R GP LLC,
    its general partner
     
    STARBOARD X MASTER FUND LTD
    By: Starboard Value LP,
    its investment manager
     
    STARBOARD VALUE LP
    By: Starboard Value GP LLC,
    its general partner
     
    STARBOARD VALUE GP LLC
    By: Starboard Principal Co LP,
    its member
     
    STARBOARD PRINCIPAL CO LP
    By: Starboard Principal Co GP LLC,
    its general partner
     
    STARBOARD PRINCIPAL CO GP LLC
     
    STARBOARD VALUE R GP LLC
     
    SVAC SPONSOR LLC
     
    SVAC MANAGER LLC
     
     
     
    By:
    /s/ Jeffrey C. Smith
     
     
     
     
    Name:    Jeffrey C. Smith
     
     
     
     
    Title:      Authorized Signatory
    /s/ Jeffrey C. Smith
    JEFFREY C. SMITH
    Individually and as attorney-in-fact for Peter A. Feld and Martin D. McNulty, Jr.

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      Receives $50 Million in New Financing from Lenders to Support Ongoing Business Operations; Enters into Restructuring Support Agreement Reports First Quarter Earnings Highlights, Demonstrating Consistent Revenue Growth and Operating Momentum Cyxtera (NASDAQ:CYXT), a global leader in data center colocation and interconnection services, today announced that it has received $50 million in new financing from certain of its lenders, holding over two-thirds of its outstanding term loan (the "Lenders"), to support ongoing business operations. In connection with the new financing, Cyxtera has entered into a Restructuring Support Agreement ("RSA") with the Lenders to strengthen the Company's fina

      5/4/23 6:27:00 PM ET
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    • Cyxtera Announces Fourth Quarter and Full-Year 2022 Results

      Cyxtera Technologies, Inc. (NASDAQ:CYXT), a global leader in data center colocation and interconnection services, today released financial results for the quarter and full-year ended December 31, 2022. "We achieved solid results in the fourth quarter and another year of growth in 2022, demonstrating continued demand for our global data center platform and our customers' confidence in our ability to help them transform and scale their businesses," said Nelson Fonseca, Cyxtera's Chief Executive Officer. "We delivered 6.0% revenue growth for the year, margin expansion, and positive net bookings. Our results are further validation of the value we bring to our customers with our global scale, i

      3/16/23 6:30:00 AM ET
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    • Cyxtera Announces Third Quarter 2022 Results

      Cyxtera (NASDAQ:CYXT), a global leader in data center colocation and interconnection services, today released financial results for the quarter ended September 30, 2022. "We are pleased to report strong performance in the third quarter, including our 11th consecutive quarter of positive net bookings," said Nelson Fonseca, Cyxtera's Chief Executive Officer. "Our Q3 results reflect the robust demand for our global platform of highly interconnected data centers, our innovative approach to cloud-like colocation, our strong and diversified customer base, and our unwavering focus on delivering value to our customers." Q3 2022 Financial Highlights Total revenue increased by $9.5 million, or 5.

      11/8/22 6:00:00 AM ET
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    • Cyxtera Announces Third Quarter 2022 Earnings Conference Call

      Cyxtera (NASDAQ:CYXT), a global leader in data center colocation and interconnection services, announced today it will issue its third quarter 2022 financial results before market open on Tuesday, November 8, 2022, and hold its third quarter earnings conference call at 8:30 am ET that same morning. The company will discuss third quarter results for the period ended September 30, 2022. The conference call will be accessible by dialing 1-833-927-1758 (domestic) or 1-929-526-1599 (international) and entering access code (403952). A simultaneous live webcast of the call will be available via the Investor Relations page on www.cyxtera.com. Participants can register for the conference here. A r

      10/12/22 6:00:00 AM ET
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