Notes Offering
On
November 16, 2020, Rackspace Technology Global, Inc. (the Company), a wholly-owned subsidiary of Rackspace Technology, Inc., issued a press release announcing that it intends to offer $550.0 million in aggregate
principal amount of Senior Notes due 2028 (the Notes), subject to market and other conditions (the Offering). The Company intends to use the proceeds from the issuance of the Notes, together with cash on hand,
to fund the repurchase or redemption of all the Companys outstanding 8.625% Senior Notes due 2024 (the Existing Notes) as described below and to pay related fees and expenses. The Notes will be fully and unconditionally
guaranteed by each of the Companys wholly-owned domestic restricted subsidiaries that guarantees the Companys senior secured credit facilities. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
The Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in the United
States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act.
The Notes have not been
registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This Current Report on Form 8K shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any
other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Tender Offer
On November 16,
2020, the Company, issued a press release announcing that it commenced a tender offer (the Tender Offer) to purchase for cash any and all of its outstanding Existing Notes.
The press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Conditional Notice of Redemption
On November 16, 2020, the Company issued a Conditional Notice of Redemption to holders of the outstanding Existing Notes (the
Conditional Notice of Redemption). The Conditional Notice of Redemption provides for the redemption by the Company of all outstanding Existing Notes not purchased pursuant to the Tender Offer on December 16, 2020 (the
Redemption Date) at a redemption price equal to 104.313% of the principal amount of the Existing Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Conditional Notice of
Redemption is conditioned on the completion of an offering of notes on or prior to the Redemption Date by the Company on terms satisfactory to the Company and in an aggregate principal amount satisfactory to the Company.