Report of Foreign Issuer (6-k)
June 19 2018 - 5:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO
RULE 13a-16
OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Report on
Form 6-K
dated June 19, 2018
(Commission File
No. 001-35053)
INTERXION HOLDING N.V.
(Translation of Registrants 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 of
Form 20-F
or
Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the
Form 6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(1): ☐
Note:
Regulation
S-T
Rule 101(b)(1) only permits the submission in paper of a
Form 6-K
if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if
the registrant is submitting the
Form 6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7) ): ☐
Note:
Regulation
S-T
Rule 101(b)(7) only permits the submission in paper of a Form
6-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 registrants home country), or under the rules of the home country exchange on which the registrants 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 registrants security holders, and, if discussing a material event, has already been the subject of a Form
6-K
submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM
6-K
REPORT
This report contains (i) the indenture dated June 18, 2018, by and among InterXion Holding N.V. (Interxion), the guarantors thereunder,
The Bank of New York Mellon, London Branch, as trustee and paying agent and The Bank of New York Mellon SA/NV, Luxembourg Branch, as transfer agent and registrar (the Indenture), and (ii) the unsecured revolving credit facility
agreement dated June 18, 2018, by and among Interxion, the arrangers named therein and ABN AMRO Bank N.V. as agent (the Revolving Credit Facility).
Indenture
On June 18, 2018, Interxion completed an
offering of 1,000,000,000 aggregate principal amount of 4
3
⁄
4
% Senior Notes due 2025 (the Notes). Interest will be paid on the Notes
semi-annually on each June 15 and December 15 at a rate of 4.75% per annum, and the Notes will mature on June 15, 2025. The Notes were offered and sold to initial purchasers in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended (the Securities Act). The initial purchasers then sold the Notes to qualified institutional buyers pursuant to exemptions from registration provided by Rule 144A under the
Securities Act, and to persons outside the United States in reliance on Regulation S under the Securities Act. The Notes are governed by the Indenture.
The Notes are fully and unconditionally guaranteed (the Guarantees) by certain subsidiaries of Interxion (the Guarantors).
The description of the Indenture in this Form
6-K
is not intended to be a complete description of the Indenture. The
description is qualified in its entirety by the full text of the Indenture which is attached as Exhibit 99.1 and incorporated by reference in this Form
6-K.
Revolving Credit Facility
On June 18, 2018,
Interxion entered into the Revolving Credit Facility. The Revolving Credit Facility has an initial maturity date of June 18, 2023 and includes an initial 200,000,000 revolving facility, provided that Interxion may increase and/or add one
or more additional facilities thereto, subject to certain conditions. The Revolving Credit Facility initially bears interest at a rate per annum equal to EURIBOR (subject to a zero percent floor) or, for loans denominated in pounds sterling, U.S.
dollars, Danish kroner, Swedish krona, or Swiss franc, LIBOR, CIBOR or STIBOR (as applicable), plus an initial margin of 2.00% per annum, subject to a margin ratchet based on a Consolidated Total Net Leverage Ratio (as defined in the
Revolving Credit Facility).
The Revolving Credit Facility is guaranteed by Interxion and the Guarantors and contains customary operating and restrictive
covenants, subject to certain agreed exceptions, qualifications and thresholds, as well as customary events of default (subject in certain cases to agreed grace periods, qualifications and thresholds).
The foregoing description of the Revolving Credit Facility is not intended to be a complete description of the Revolving Credit Facility. The description is
qualified in its entirety by the full text of the Revolving Credit Facility which is attached as Exhibit 99.2 and incorporated by reference in this Form
6-K.
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Exhibits
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99.1
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The Indenture dated June
18, 2018, by and among Interxion, the guarantors party thereto, The Bank of New York Mellon, London Branch, as trustee and paying agent and The Bank of New York Mellon SA/NV, Luxembourg Branch, as transfer agent and registrar.
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99.2
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The Revolving Credit Facility dated June 18, 2018, by and among Interxion, the guarantors party thereto, the arrangers named therein and ABN AMRO Bank N.V. as agent.
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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.
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INTERXION HOLDING N.V.
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By:
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/s/ David C. Ruberg
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Name:
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David C. Ruberg
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Title:
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Chief Executive Officer
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Date: June 19, 2018
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