UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM ABS-15G

 

 

ASSET-BACKED SECURITIZER

REPORT PURSUANT TO SECTION 15G OF

THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

☐	Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period

Date of Report (Date of earliest event reported) N/A

 

 

Commission File Number of securitizer:

Central Index Key Number of securitizer:

Name and telephone number, including area code, of the person

To contact in connection with this filing.

 

 

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) ☐

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) ☐

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) ☐

 

SEC2860 (6-15)		Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

☒ Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

Central Index Key Number of depositor: Not Applicable

 

 

CYRUSONE DATA CENTERS ISSUER I LLC

(Exact name of issuing entity as specified in its charter)

 

 

Central Index Key Number of issuing entity (if applicable): 0001970578

Central Index Key Number of underwriter (if applicable): Not Applicable

Luke J. Frutkin

Vice President, Legal – Assistant General Counsel

(469) 289-2080

Name and telephone number, including area code, of the person

To contact in connection with this filing.

 

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

PART II: FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01 Findings and conclusions of a Third Party Due Diligence Report Obtained by the Issuer

The disclosures required by Rule 15Ga-2 (17 C.F.R. 240.15Ga-2) are attached as Exhibits to this Form ABS-15G. Please see the Exhibit Index for the related information.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CYRUSONE LP		(Securitizer)
Dated: April 24, 2024
/s/ Michael Schafer		(Signature)
Michael Schafer
Senior Vice President, Finance

EXHIBIT INDEX

 

Exhibit No.		Description
Exhibit 99.1		Independent Accounts’ Report on Applying Agreed-Upon Procedures, dated April 24, 2024, of KPMG LLP.

Exhibit 99.1

 

Independent Accountants’ Agreed-Upon Procedures Report

CyrusOne Holdco LLC (the “Company”)

Citigroup Global Markets Inc. (the “Structuring Agent”)

KKR Capital Markets LLC

Wells Fargo Securities, LLC

Barclays Capital Inc.

TD Securities (USA) LLC

Goldman Sachs & Co. LLC

SMBC Nikko Securities America, Inc.

SG Americas Securities, LLC

BMO Capital Markets Corp.

MUFG Securities Americas Inc.

Capital One Securities, Inc.

Credit Agricole Securities (USA) Inc.

ING Financial Markets LLC

NatWest Markets Securities Inc

PNC Capital Markets LLC

RBC Capital Markets, LLC

Santander US Capital Markets LLC

Scotia Capital (USA) Inc.

Standard Chartered Bank

(together, the “Specified Parties”)

Re: CyrusOne 2024-2 and CyrusOne 2024-3 – Data File Procedures

We have performed the procedures described below on the specified attributes in an electronic data file entitled “3.3-2 CYRUS_2024_2_Consolidated Data Tape_4.19.24.xlsb” provided by the Company on April 19, 2024, containing information on 159 data center leases (the “Leases”) as of January 31, 2024 (the “Data File”), which we were informed are intended to be included as collateral in the offering by CyrusOne 2024-2 and CyrusOne 2024-3. The Company is responsible for the specified attributes identified by the Company in the Data File.

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.

 

 

Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:

 

•

The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold.

 

•

The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold.

 

•

The term “reporting threshold” means that dollar amounts, percentages, and number of days were within $1.00, 0.1%, and 1 day, respectively.

 

•

The term “Statistical Calculation Date” means January 31, 2024.

 

•

The term “Rent Roll” means a tab (“Rent Roll”) within the Data File containing information to compare or recompute the attributes listed in Exhibit A, utilizing the Instructions, as applicable.

 

•

The term “S&P Ratings” means lessee’s Standard and Poor’s (S&P) long term bond credit ratings as of January 31, 2024, provided by the Structuring Agent on April 17, 2024, on behalf of the Company.

 

•

The term “Supporting Information Files” means email correspondence entitled “RE External MessageCYRUS 2024-2 Data Tape Confirmation.msg” provided by the Structuring Agent on April 19, 2024, on behalf of the Company, containing instructions and information related to the Market, City, Lease Currency, Payment Frequency, Lease Type and Data Center Type attributes.

 

•

The term “Source Documents” means the Rent Roll, S&P Ratings, and Supporting Information Files.

 

•

The term “Instructions” means the instructions provided by the Company pertaining to a procedure, attribute, or methodology as described in Exhibit A

 

•

The term “Provided Information” means the Statistical Calculation Date, Source Documents and Instructions.

Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Company and the Structuring Agent. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Specified Parties. We performed the procedures on the Data File, and the results of those procedures are reflected herein.

The procedures we were instructed by the Company to perform and the associated findings are as follows:

 

A.

For each Lease in the Data File, we compared or recomputed the specified attributes in the Data File listed in Exhibit A to or using the corresponding information included in the Source Documents, utilizing the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Source Documents, or the inability to agree the indicated information from the Data File to the Source Documents for each of the attributes identified, utilizing the Instructions, as applicable, constituted an exception. The Source Documents are listed in the order of priority.

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.

 

2

 

We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Leases, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Leases to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Leases being securitized, (iii) the compliance of the originator of the Leases with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Leases that would be material to the likelihood that the issuer of the asset-backed securities will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).

The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.

This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.

/s/ KPMG LLP

Irvine, California

April 24, 2024

 

3

Exhibit A

 

#		Attribute Name in the Data File		Source Documents / Instructions
1		Master Tenant Name		Rent Roll
2		Tenant Name		Rent Roll
3		Market		Supporting Information Files
4		City		Supporting Information Files
5		Data Center Type		Supporting Information Files
6		Facility		Rent Roll
7		Tenant Industry		Rent Roll
8		Tenant Credit Rating (S/F)		S&P Ratings
9		Tenant Credit Rating (S/F) strat		S&P Ratings
10		Tenant Credit Rating Level		S&P Ratings
11		Lease Type		Supporting Information Files
12		Tenant Industry (enterprise / cloud)		Rent Roll
13		Lease Currency		Supporting Information Files
14		Payment Frequency		Supporting Information Files
15		Start Date		Rent Roll
16		Expiration Date		Rent Roll
17		Original Term		Recompute as:   The number of months between “Start Date” and “Expiration Date”
18		Remaining Term		Recompute as:   The MIN of (a) the number of months between “Statistical Calculation Date” and “Expiration Date” rounded to the nearest whole number and (b) “Original Term”
19		Capacity Leased (KW)		Rent Roll

#		Attribute Name in the Data File		Source Documents / Instructions
20		Base Rent ($/KW)		Recompute as:   “Monthly Base Rent” divided by “Capacity Leased (KW)”
21		Monthly Base Rent		Recompute as:   The sum of “MRR” (listed in Rent Roll) where “Charge Code Type” (listed in Rent Roll) equals “Colocation Charge” and “Charge Type” (listed in Rent Roll) equals “Current”
22		Annualized Base Rent		Recompute as:   “Monthly Base Rent” multiplied by 12
23		Enterprise Rent ($)		Recompute as:   The sum of “MRR” where “Charge Code Type” (listed in Rent Roll) equals “Non-Colocation Charge” and “Charge Type” (listed in Rent Roll) equals “Current”
24		Annualized Enterprise Rent		Recompute as:   “Enterprise Rent ($)” multiplied by 12
25		Annualized Adjusted Total Rent		Recompute as:   “Annualized Base Rent” plus “Annualized Enterprise Rent”
26		Annual Escalator Percentage		Rent Roll