EX-99.2 7 tm217463d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

1 Investor Presentation February 2021

 
 

2 Disclaimer This presentation is provided for informational purposes only and has been prepared to assist interested parties in making th eir own evaluation with respect to a potential business combination between Cyxtera Technologies, Inc. (the “Company” or “Cyxtera ”) and Starboard Value Acquisition Corp. (“SVAC”) and related transactions (collectively, the “Proposed Transactions”) and for n o o ther purpose. Forward - Looking Statements This presentation includes “forward - looking statements” within the meaning of the federal securities laws, opinions and projecti ons prepared by the Company’s and SVAC’s management. These forward - looking statements generally are identified by the words “expects,” “will,” “projected,” “continue,” “ increase,” and/or similar expressions that concern the Company’s or SVAC’s stra teg y, plans or intentions, but the absence of these words does not mean that a statement is not forward - looking. Such statements ar e made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on manageme nt’ s belief or interpretation of information currently available. Because forward - looking statements are predictions, projections a nd other statements about future events that are based on current expectations and assumptions, they are subject to inherent unc ert ainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s or S VAC ’s control. Actual results and condition (financial or otherwise) may differ materially from those indicated in the forward - looking statements. These forward - looking statements are subject to a number of risks and uncertainties that could cause actual results and conditio ns to differ materially from those indicated in the forward - looking statements, including, but not limited to, changes in domest ic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely c ons ummate the Proposed Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactio ns or that the required stockholder approval is not obtained; failure to realize the anticipated benefits of the Proposed Transa cti ons; the risk that the market price of the combined company’s securities may decline following the consummation of the Proposed Tr ans actions if the Proposed Transaction’s benefits do not meet the expectations of investors or securities analysts; risks relati ng to the uncertainty of the Company’s projected operating and financial information; the impact of the Company’s substantial debt on its future cash flows and its ability to raise additional capital in the future; adverse global economic conditions and credi t m arket uncertainty; the regulatory, currency, legal, tax and other risks related to the Company’s international operations; the Unit ed Kingdom’s withdrawal from the European Union and the potential negative effect on global economic conditions, financial marke ts and the Company’s business; the effects of the COVID - 19 pandemic on the Company’s business or future results; the ability to access external sources of capital on favorable terms or at all, which could limit the Company’s ability to execute its business and gr owth strategies; fluctuations in foreign currency exchange rates in the markets in which the Company operates internationally; phy sic al and electronic security breaches and cyber - attacks which could disrupt the Company’s operations; the Company’s dependence upon the demand for data centers; the Company’s products and services having a long sales cycle that may harm its revenues an d o perating results; any failure of the Company’s physical infrastructure or negative impact on its ability to provide its servi ces , or damage to customer infrastructure within its data centers, which could lead to significant costs and disruptions that could r edu ce the Company’s revenue and harm its business reputation and financial results; inadequate or inaccurate external and intern al information, including budget and planning data, which could lead to inaccurate financial forecasts and inappropriate financi al decisions; maintaining sufficient insurance coverage; environmental regulations and related new or unexpected costs; climate cha nge and responses to it; prolonged power outages, shortages or capacity constraints; the combined company’s inability to recruit or retain key executives and qualified personnel; the ability to compete successfully against current and future competitors; th e Company’s fluctuating operating results; incurring substantial losses, as the Company has previously; the Company’s ability t o r enew its long - term data center leases on acceptable terms, or at all; the Company’s government contracts, which are subject to early termination, audits, investigations, sanctions and penalties; failure to attract, grow and retain a diverse and balanced cust ome r base, including key magnet customers; future consolidation and competition in the Company’s customers’ industries, which co uld reduce the number of the Company’s existing and potential customers and make it dependent on a more limited number of custome rs; the Company’s reliance on third parties to provide internet connectivity to its data centers; disruption or termination of connectivity; government regulation; the non - realization of the financial or strategic goals related to acquisitions that were c ontemplated at the time of any transaction; the Company’s ability to protect its intellectual property rights; the Company’s abi lity to continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requi rem ents and differentiate it from its competitors; disruptions associated with events beyond its control, such as war, acts of t err or, political unrest, public health concerns, labor disputes or natural disasters; sales or issuances of shares of the combined c omp any’s common stock may adversely affect the market price of the combined company’s common stock; the requirements of being a public company, including maintaining adequate internal control over financial and management systems; risks related to corpo rat e social responsibility; the Company’s ability to lease available space to existing or new customers, which could be constrai ned by its ability to provide sufficient electrical power; the Company’s ability to adapt to changing technologies and customer requ ire ments; the Company’s ability to manage its growth; risks related to litigation, securities class action or threatened litigat ion which may divert management time and attention, require the Company to pay damages and expenses or restrict the operation of its busine ss; the volatility of the market price of the combined company’s stock; the incurrence of goodwill and other intangible asset impairment charges, or impairment charges to the Company’s property, plant and equipment, which could result in a significant re duction to its earnings; U.S. and foreign tax legislation and future changes to applicable U.S. or foreign tax laws and regul ati ons and/or their interpretation may have an adverse effect on the Company’s business, financial condition and results of operatio ns and tax rules and regulations are subject to interpretation and require judgment by the Company that may be successfully challenged by the applicable taxation authorities upon audit, which could result in additional tax liabilities; and the Compa ny’ s ability to use its United States federal and state net operating losses to offset future United States federal and applicab le state taxable income may be subject to certain limitations which could accelerate or permanently increase taxes owed. The foregoing list of fa ctors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of SVAC’s final prospectus related to its initial public offering, the proxy statement discussed below an d other documents filed by SVAC from time to time with the Securities and Exchange Commission (“SEC”). There may be additiona l risks that the Company and SVAC do not presently know or that they currently believe are immaterial that could also cause act ual results to differ from those contained in the forward - looking statements. In addition, forward - looking statements reflect the Company’s and SVAC’s expectations, plans or forecasts of future events and views as of the date of this presentation. Accordi ngl y, you should not place undue reliance upon any such forward - looking statements in this presentation. Neither the Company, SVAC nor any of their affiliates have any obligation to update this presentation.

 
 

3 Disclaimer Additional Information and Where to Find it In connection with the Proposed Transactions, SVAC is expected to file a proxy statement (the “Proxy Statement”) with the SEC , w hich will be distributed to holders of SVAC’s common stock in connection with SVAC’s solicitation of proxies for the vote by the SVAC stockholders with respect to the Proposed Transactions and other matters as described in the Proxy Statement. SVAC urges it s stockholders and other interested persons to read, when available, the Proxy Statement and amendments thereto and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the transaction s, as these materials will contain important information about SVAC, Cyxtera and the Proposed Transactions. When available, the definitive Proxy Statement will be mailed to SVAC’s stockholders. Stockholders will also be able to obtain copies of such doc ume nts, without charge, once available, at the SEC’s website at www.sec.gov , or by directing a request to: Starboard Value Acquisition Corp., 777 Third Avenue, 18th Floor, New York, NY 10017. Participants in Solicitation SVAC and its directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxi es of SVAC’s stockholders in connection with the Proposed Transactions. Stockholders of SVAC may obtain more detailed informatio n regarding the names, affiliations and interests of SVAC’s directors and executive officers in SVAC’s final prospectus for its in itial public offering filed with the SEC on September 11, 2020 and in the Proxy Statement relating to the Proposed Transactio ns when available. Information concerning the interests of SVAC’s participants in the solicitation, which may, in some cases, be diff ere nt than those of SVAC’s stockholders generally, will be set forth in the Proxy Statement relating to the Proposed Transaction s w hen it becomes available. Statement Regarding Non - GAAP Financial Measures The financial information and data contained this presentation is unaudited and does not conform to Regulation S - X promulgated b y the SEC. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differentl y in, any proxy statement, prospectus or other report or document to be filed or furnished by SVAC, the Company or any entity t hat is party to the Proposed Transactions with the SEC. This presentation includes Adjusted EBITDA, which is a supplemental measu re that is not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAA P”) . The Company defines Adjusted EBITDA as net income (loss) before the following items: provision for income taxes; deferred t ax (benefit) liability; depreciation and amortization; debt issuance cost amortization; interest expense; impairment (gain) on n ote receivable income from discontinued operations; stock - based compensation; restructuring, separation & one - time items; out - of - period normalization; cost savings initiatives; asset retirement obligation and amortization of (un)favorable leases; and exi sti ng business run - rate adjustment. As a Non - GAAP financial measure, Adjusted EBITDA excludes items that are significant in understanding and assessing the Company’s financial results or position. Therefore, this measure should not be considered in iso lation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or perfor man ce under GAAP. You should be aware that the Company’s presentation of this measure may not be comparable to similarly - titled measur es used by other companies. You should review the Company’s audited financial statements, which will be presented in the Proxy Statement to be filed with the SEC in connection with the Proposed Transactions, and not rely on any single financial m eas ure to evaluate the Company’s business. This presentation also includes certain projections of non - GAAP financial measures concerning the Company. Due to the high vari ability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quan tif y certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward - looking non - GAAP financial measures is included. Unaudited Estimated Results The Company’s preliminary unaudited estimated results contained in this presentation have been prepared in good faith by, and ar e the responsibility of, management based upon the Company’s internal reporting, and an independent auditing firm has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Such results are s ubj ect to business, economic, regulatory and competitive uncertainties and contingencies and actual results may vary and those variations may be material. No Offer or Solicitation This presentation is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securitie s o r in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the s ecu rities of SVAC or the Company nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitat ion , or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Trademarks This presentation contains trademarks, service marks, trade names, and copyrights of the Company, SVAC and other companies, w hic h are the property of their respective owners.

 
 

4 Introduction

 
 

5 Introducing the Cyxtera and SVAC leadership team Cyxtera Carlos Sagasta Manuel D. Medina Nelson Fonseca Current New Cyxtera Leadership Executive Chair Chair CEO, Director CEO, Director CFO CFO • 30+ years of relevant experience • Founder, former Chair, and CEO, Terremark • Founder and Managing Partner, Medina Capital • 20+ years of relevant experience • Former President of Verizon/ Terremark’s cloud, internet, data center, and managed security business • Former COO, President Public Sector, and SVP of Sales, Terremark • 20+ years of relevant experience • Former CFO, Diversey , CompuCom, Grupo Corporativo ONO, and Cellnex • Former Board Member, Eutelsat and Hispasat SVAC Jeff Smith Greg Waters Chair Independent Director Industry Advisor Lead Independent Director Partner • 20+ years of relevant experience • CEO, Starboard Value • Chair, Papa John’s • 20+ years of relevant experience • Former CEO, Integrated Device Technology • Director, ON Semiconductor • 20+ years of relevant experience • Experience working with Chewy, Presidio, and Petsmart • 15+ years of experience investing in TMT companies Fahim Ahmed BC Partners Partner & Chair • 20+ years of relevant experience • Experience working with Chewy, GardaWorld , and GFL • 20+ years of experience leading BC’s TMT practice Raymond Svider Independent Director Independent Director

 
 

6 Starboard Value Acquisition Corp. overview x Exceptional TEAM of executives with a successful track record of operating public and private businesses across sectors x Differentiated STRATEGY focused on business transformation and partnership to drive long - term value creation x Full backing of STARBOARD , including its resources and capital, providing public market expertise Overview Value proposition Starboard has built a strong reputation and following in the public markets, attracting significant fundamental investor interest in the companies in which it invests ▪ Starboard Value Acquisition Corp. (SVAC) is a $404mm blank check company sponsored by SVAC Sponsor LLC, an affiliate of Starboard Value LP ▪ Starboard has ~$6.7bn (1) of AUM and an 18 Year History of Public Market Investing ▪ Starboard’s CEO Jeff Smith is the Chair of SVAC, and Starboard Managing Director MJ McNulty is the CEO of SVAC; both are directors of SVAC ▪ SVAC has also assembled an experienced team of Industry Advisors who have high - profile, long - term track records of value creation in both private and public companies, and an independent board of directors with complementary expertise ▪ The SVAC Team offers an optimal blend of experience in evaluating value creation opportunities and participating in business transformations in the public and private markets ▪ Key Structural elements: ▪ 1/3 Warrant (1/6 Warrant in unit, 1/6 tied to not redeeming) and a pro rata share of any warrants not allocated following redemptions, ▪ Up to $100mm forward purchase agreement backstop to offset redemptions provided by certain clients of Starboard, and ▪ $75mm optional share purchase agreement to purchase stock of the combined company at $10 for 6 months post - closing Network effects from a credible institutional sponsor with a strong reputation, a deep bench of proven business leaders, and a unique, proven investment process (1) Assets under management calculated as of 02/01/21; include the net asset value of existing investments, binding capital c omm itments, and non - binding capital commitments that are subject to opt - out

 
 

7 Cyxtera investment aligns with SVAC’s mission and focus Powerful industry secular tailwinds • The “mission critical” nature of digital infrastructure has gained unprecedented importance • Key trends support strong continued growth as enterprises, service providers, and the Federal sector continue their digital transformations • The criticality of digital infrastructure was heightened through the COVID pandemic Access to capital can fuel more growth • Potential to deploy incremental capital at very high ROI across the Company’s footprint • Ideally positioned for future industry consolidation Great leadership team supported by prudent financial sponsors • Proven, public - company - ready management team to execute on the company’s plan • Existing owners (including BC Partners and Medina Capital) rolling ~$1.1bn (100% of current equity stake) • Further strengthened by Starboard’s expertise in corporate governance, operational execution, and capital allocation The Cyxtera story is at an inflection point • The c arve - out of CenturyLink needed to be completed to fully realize platform potential • Made capital investments across the sales and operations functions in addition to significantly increasing the company’s sellable capacity • Business has recently begun successfully executing on its revenue growth and margin expansion opportunities

 
 

8 Transaction summary and timing Capital structure • $404mm cash in trust, assuming no public shareholder exercise redemption rights ‒ Up to $100mm Forward Purchase Agreement to offset redemptions, if any • $250mm PIPE at $10.00 per share. Certain clients of Starboard have committed $60mm of PIPE • Use of proceeds: Partially retire Company debt and provide incremental cash for growth, as well as to pay transaction expenses • Closing pro forma Net Leverage of 7.6x and 6.9x Contractual Net Leverage based on ’20E Adj. EBITDA of $213mm (1) • Closing pro forma Financial Net Leverage of 3.1x based on ’20E Adj. EBITDA of $213mm (2) ‒ Further delevering expected in following years Timing • Proxy expected to be filed in Q1'21 and closing in mid - 2021 • Subject to customary closing conditions including SVAC shareholder and regulatory approvals • Combined company to be named Cyxtera Technologies, Inc. and will continue to report as a calendar basis company. Common stock and its warrants to trade on Nasdaq (“CYXT” and “CYXTW”, respectively) • Increased alignment with SVAC’s differentiated structure where Class A shareholders currently hold 1/6 warrant, receive 1/6th warrant upon non - redemption, and receive a pro rata share of any warrants not allocated following redemptions • Up to $75mm optional share purchase agreement to purchase stock of the combined company at $10 for 6 months post - closing Other details Governance • Initial board to include Manuel D. Medina (Chair), Nelson Fonseca (CEO), Greg Waters (Lead Independent), Jeff Smith (SVAC, Starboard), Raymond Svider (BC Partners), Fahim Ahmed (BC Partners), with three additional independent directors to be added Equity alignment • Lock - up of SVAC founder shares until the earlier of: (i) one year after completion of the business combination, or (ii) the share price of the company exceeds $12.00 per share for a sustained period of time (3) • BC Partners, Medina Capital, and existing shareholders subject to same lock - up terms as Starboard Note: See “Disclaimer – Statement Regarding Non - GAAP Financial Measures” for the definition of Adj. EBITDA (1) Contractual Net Leverage reflects the GAAP calculation of capital lease obligations excluding payments resulting from Cyxtera ’s optional extension of leases; (2) Financial Net Leverage excludes capital lease obligations; (3) Defined as any 20 trading days within any 30 - trading day period commencing at least 150 days after the initial business combination Cash sources & uses ($mm) Pro forma valuation ($mm) Amount % of Total SVAC Cash $404 55% PIPE 250 34 Cyxtera B/S Cash 79 11 Total Cash Sources $733 100% Amount % of Total Cash to Seller -- -- Retire Existing Debt $453 62% Roll Cyxtera B/S Cash 79 11 Incremental Cash to B/S 152 21 Estimated Transaction Expenses 50 7 Total Cash Uses $733 100% '21E Adj. EBITDA $220 (x) Multiple 15.6x Fully Distributed Value $3,425 (-) Rolled Debt (888) (-) Cap Leases (952) (+) Cash 231 Post-Deal Equity Value $1,816

 
 

9 BC Partners: Cyxtera’s existing sponsor Cyxtera exemplifies BC Partners’ investment philosophy: partnering with management to grow market leaders with industry tailwinds and fundamental downside protection BC Partners is a leading global investment firm that is currently investing its eleventh flagship private equity fund  BC Partners has continually operated for 35 years, with beginnings in Europe and expanding to North America as a core focus more than a decade ago  The firm has over $40bn of assets under management, is currently investing out of its 11th private equity fund, and has completed 119 private equity investments representing over $180bn of transaction value across 18 countries  BC Partners invests in five core sectors, including TMT, business & financial services, consumer & retail, industrials, and healthcare, and employs 65 private equity professionals operating from four offices: New York, London, Paris and Hamburg Defensive Growth  Market - leading companies with downside protection operating in resilient but growing markets  Multiple operating levers creating growth optionality  Aligned with strong, incentivized management teams  All combined for attractive balance of risk and reward Focused  Control buyouts of mid - to - large cap businesses in North America and Europe  Preferred partners of founders, families, and business owners Sponsor overview Investment philosophy Select current investments /

 
 

10 The Cyxtera Story

 
 

11 Overview Key stats Cyxtera at - a - glance • Cyxtera is the largest privately held global retail colocation data center provider (1) , and will be the third largest publicly held provider following the completion of the transaction (2) • Global footprint of 61 data centers , with a presence in each of the Top 10 markets (3) • Operations across North America, Europe, and Asia • 2,300+ customers (5) across all major industry verticals • Primary offering focused on retail colocation and interconnection services • High growth CXD platform connects enterprises with leading service providers in a highly interconnected ecosystem • Bare metal offering provides the financial and operational flexibilit y of cloud with the control, performance and security of enterprise - grade dedicated infrastructure 61 Data Centers 29 Markets 1.9mm Sellable Sq. Ft. 2,300+ Customers (5) 40k Cross Connects 245 Total MW $690mm ’20E Revenue $213mm ’20E Adj. EBITDA (4) Note: Several cities comprised of multiple markets: London (3), Chicago (2), New Jersey (2), Los Angeles (2) (1) Based on market share; (2) Based on number of markets, customers, and cross connects; (3) “Niche No More? Cushman & Wakef iel d Ranks 38 Global Data Center Markets,” Cushman & Wakefield; (4) See “Disclaimer – Statement Regarding Non - GAAP Financial Measures” for the definition of Adj. EBITDA; (5) As of 12/31/2019

 
 

12 Our transition into a digital infrastructure leader • Identified high quality assets that were under appreciated within CenturyLink • Network services were the priority for CenturyLink (now Lumen), not the data center business • Highly attractive secular tailwinds supported the mission - critical nature of these assets • Potential to create only the second global retail provider • BC Partners / Medina / former Terremark team had the experience to effectively carve - out the data center assets and position business for long term success as a next generation data center platform The opportunity the team saw in 2017 Execution (2017 - 2020) • Completed the acquisition • Separated core systems from CenturyLink and built new systems, including CRM and ERP, on expedited timetable • Stood up and built out new salesforce and transitioned customer relationships • Developed and implemented the new Cyxtera brand • Invested meaningfully across the portfolio, adding sellable capacity in key markets • Invested in interconnection solutions to further drive the carrier - neutral advantages of the data center platform • Investing in new “as - a - service” offerings enabled by interconnection build - out • Augmented product portfolio with innovative bare metal / software capabilities The future (2021+) • Leverage world - class asset base and scale • Fully independent platform with interconnection and “as - a - service” all in place • Augmented offering with innovative solutions that address new demand drivers • Established new Channel Program and augmented company’s salesforce with sales “hunters” to further accelerate growth • Recently built capacity in attractive markets that are experiencing strong demand • Additional international expansion opportunities for further growth • Seasoned management team with public market experience • SVAC investment provides the company a public currency like its competitors have, improves its balance sheet and enhances its competitive position • Opens up opportunities for inorganic growth and investing in new markets

 
 

13 Global footprint 63 48 29 18 14 8 4 Source: Company Filings , Wall Street research (1) Based on market share; (2) Based on number of markets, customers, and cross connects; (3) As of 9/30/2020; Cyxtera data as of 12/31/2019; (4) Pro forma for Interxion Cyxtera is a leading global data center platform (in ‘000’s, as of 9/30/2020) Number of markets Number of customers Number of cross connects (As of 9/30/2020) ( A s of 9/30/2020) Cyxtera is the third largest (and largest private (1) ) independent retail colocation data center provider (2) N. America x x x x x x x Europe x x x x x   APAC x x x x    386 162 40 30 23 13+ 9 17% 9% (4) 10% 14% 6% N/A 4% Interconnection % of revenue (3) 9500+ 4000+ 2300+ 1350+ 1200+ 950+ 950+

 
 

14 Recognized as a Major Player in Colocation and Interconnection Services Market Source: IDC MarketScape (Doc. #US45717419; Dec 2019) : Worldwide Colocation and Interconnection Services 2019 - 2020 Assessment In terms of options, Cyxtera offers plenty , as you'd expect from a big company. It also provides multiple levels of support and specifications according to individual business needs...Overall, this is another major provider that should be able to deliver on the hardware support you need . – Best Colocation Providers of 2021 - (Brian Turner & Mike Williams) - IDC MarketScape: Worldwide Colocation and Interconnection Services 2019 - 2020 Assessment Cyxtera offers a strong interconnection platform in key markets with all the major networking and cloud providers. “ ” “ ” ...and reaffirmed by third party feedback & industry analysts Recognized as a major player by IDC MarketScape … Note: IDC MarketScape vendor analysis model is designed to provide an overview of the competitive fitness of ICT suppliers in a given market. The research methodology utilizes a rigorous scoring methodology based on both qualitative and quantitative criteria that results in a single graphical illustration of each vendor’s position within a given market. Th e Capabilities score measures vendor product, go - to - market and business execution in the short - term. The Strategy score measures alignment of vendor strategies with customer requirements in a 3 - 5 - year timeframe. Vendor market share is represented by the size of the icons.

 
 

15 Colocation / interconnect business model is the sweet spot Service • Multiple tenants per data center • Physical and virtual connectivity between enterprises / service providers Connectivity / Customer Ecosystem ~20%+ ~8 - 12% • Typically lease an entire data center or data hall to a single customer Pricing for large power deployments • Typically provides a comprehensive IT solution including hardware, private cloud, software and labor High touch services and employee accreditations N/A Description Select operators Target yield Differentiators Key characteristics Wholesale / Hyperscale Managed services Retail / Interconnection High Medium Low Barriers to entry Mix of lease and own of land & shell, typically own electrical & cooling equipment Typically own land, shell, electrical equipment & cooling equipment Generally lease land, shell, electrical and cooling, own the servers that they sell - as - service to the customer Asset ownership Low High High Customization required Contract length Customer concentration Carrier density High Low Medium Low High Low 3 - 5 years (flat rate) 5 - 15 years (metered power) MTM – 1 year

 
 

16 Broad global coverage including all top 10 markets Note: Several cities comprised of multiple markets: London (3), Chicago (2), New Jersey (2), Los Angeles (2) (1) Structure Research 2019 Global Colocation Report ; (2) DataCenters.com “What Are the Top Data Center Markets in the World?”; (3) Calculation based on 2,300+ customer base as of 12/ 31/ 2019 Vancouver Seattle Moses Lake Silicon Valley Los Angeles Alb uquerqu e Phoenix Den v e r Da ll a s Atla n ta Minneapolis Chicago M on t réa l Toronto Boston NY/NJ Northern Virginia Co lu m bu s N O R T H A Tok y o Singapore London Amsterdam Frankfurt A A C E I M R E E M Cyxtera’s global digital infrastructure platform positions the Company to enable enterprise digital transformation 7 Countries 3 Continents 29% Customers across multiple facilities (3) 10 / 10 Of the world’s top markets (2) 29 Markets 61 Data centers North America $18.4bn TAM (1) 6.3% CAGR (’20 - 24E) Asia Pacific $17.7bn TAM (1) 12.2% CAGR (’20 - 24E) Europe $10.9bn TAM (1) 10.9% CAGR (’20 - 24E) Tampa

 
 

17 Key stats Interconnection growth 10% 12% 15% 2019A 2022E 2025E  Third largest interconnection service provider globally ​ (1)  Robust interconnection portfolio facilitates on - boarding of partner delivered services in the Cyxtera Marketplace ​  Customers are willing to pay a premium for capacity in highly interconnected facilities 1,000+ Networks 40k Total interconnects 240+ Network service providers 17 Avg. NSPs/site Cloud Environments Internet On - Premise Dark Fiber SD - WAN NSPs SaaS 10% Cross connect % of revenue (3) Interconnection overview Leading interconnection platform (Interconnection revenue as % of t otal revenue) (1) Based on number of total interconnects as reported by public peers; (2) Based on TTM data as of 09/30/20; (3) Data as of 12/ 31/2019 39 Azure 43 AWS 33 GCP Data centers within 3ms of latency to public cloud on - ramps 90% EBITDA margin business (2) Highly interconnected facilities are strategic and critical infra assets that command premium pricing from customers and prem ium multiples

 
 

18 Enterprise Bare Metal trends Differentiated CXD & Enterprise Bare Metal offerings Rapid CXD customer growth 30 54 77 99 130 155 181 205 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 (# Customers) 31 56 73 86 112 109 132 214 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 (# of Enterprise Bare Metal servers) • Dedicated, cloud - agile private infrastructure • Single - tenant, enterprise - class servers and storage • Seamless extension to colocation environments • Connectivity to approximately 1,000+ global networks • Direct connections to public cloud on - ramps • NVIDIA DGX A100 powered AI / ML Compute as a Service enables rapid AI/ML workload deployment Enterprise Bare Metal: compute & interconnection “By leveraging bare metal services at Equinix to deploy digital infrastructure on demand, customers will be better equipped to reach everywhere, interconnect everyone and integrate everything that matters to their business. Equinix intends to leverage the Packet offering to accelerate the development and delivery of its interconnected edge services.“ On its acquisition of bare metal provider Packet (Jan - 20) - CXD: Software - defined interconnection • CXD is Cyxtera’s software - defined interconnect solution • Proprietary, in - house technology enables customer automation initiatives • Software - programmable and massively scalable network fabric • On demand ecosystem of NSPs, cloud onramps and technology service providers • Enhances customer value proposition of connectivity ecosystem

 
 

19 • Systems optimized to support deployment of compute - heavy AI workloads for enterprise customers • NVIDIA colocation services available in Cyxtera’s data centers • First data center operator to offer access to NVIDIA’s DGX A100 AI hardware systems • Cyxtera’s Enterprise Bare Metal offering delivers high - velocity, on - demand infrastructure services powered by HPE • The platform provides customers with expanded access to a broad portfolio of HPE infrastructure in an as - a - service model x National and global carriers x Network service providers & CDNs x Cloud Exchange x Cloud & IaaS providers x SaaS platforms x Managed Services Providers One - click connection to ecosystem of partners and solutions Select partnership highlights Expansive network of strategic partners Formerly Known As Centurylink Differentiated Lumen partnership Formerly known as Centurylink x Cyxtera has maintained a strong relationship with CenturyLink / Lumen since the carve - out x Lumen is a minority investor, customer and key strategic sales partner of Cyxtera x Relationship was contractually renewed in 2020: x New five year agreement provides attractive, market level pricing with baseline revenue commitments and opportunity for upside x Renewed partnership framework, focused on cross - marketing and joint growth opportunities with enterprise customers

 
 

20 Why customers choose Cyxtera Complete suite of colocation, connectivity, and bare metal solutions Flexible technical support services, portability and installation solutions for customers Recognized as a leader by customers and industry thought leaders 61 facilities in 29 markets, including 10/10 of the most attractive global markets (1) High quality assets with dense connectivity and strong customer ecosystem Breadth of offering Operational flexibility Market leadership Global footprint World - class platform Proven track record of developing innovative products and services Continuous innovation (1) DataCenters.com “What Are the Top Data Center Markets in the World?” Note: Several cities comprised of multiple markets: London (3), Chicago (2), New Jersey (2), Los Angeles (2)

 
 

21 Investment Highlights

 
 

22 Cyxtera is a highly compelling investment opportunity Differentiated and innovative service offering II Dynamic partner ecosystems with powerful network effects IV Substantial growth opportunities VI Accelerating growth in recent quarters VIII Compelling s ector tailwinds fueling growth I Blue chip customer base III Attractive financial profile with meaningful upside IX Significant EBITDA growth potential through growing utilization VII Highly attractive business model V

 
 

23 Attractive secular tailwinds are fueling continued growth (Global IP Traffic, Exabytes per Month) (7) (Global Colocation Market, $ in bn ) (9) $18 $86 2019E 2025E All driving colocation (Cloud Spend, $ in bn ) (8) Explosion of cloud (Hybrid Cloud Spend, $ in bn ) (8) Massive hybrid growth (% Outsourced Data Center Capacity) (6) IT outsourcing boom Surging data usage $13.2T Annual contribution to global economy by 2035 (5) from 5G buildout $13T AI contribution to global economy by 2030 (4) $1.1T+ Global IoT spend by 2024 (2) $288bn Big data & analytics market b y 2022 (1) $1.3T+ Digital transformation cumulative 2020 - 23 spend (3) Source: (1) IDC.com “IDC Worldwide Big Data and Analytics Spending Guide, August (V2 2020) Forecast” (August 2020); (2) IDC.com “IDC’s Worldwide Semiannual Internet of Things Spending Guide, December (V2 2020) Forecast” (Dec 2020 ); (3) IDC.com “ New IDC Spending Guide Shows Continued Growth for Digital Transformation in 2020, Despite the Challenges Presented by the COV ID - 19 Pandemic” (May 2020); (4) McKinsey Navigating a world of Disruption (Jan 2019); (5) IHS Markit The 5G Economy (Nov 2019); (6) Worldwide Datacenter Installation Census and Construction Forecast, 20 20 – 2024 ; (7) Cisco Visual Networking Index: Forecast and Methodology, 2017 – 2022 ; (8) Citi “Where The Mountains Touch The Clouds,” 2018; (9) Structure Research 2020 Global Colocation Report $48 $92 2019A 2025E $233 $268 2019A 2022E I 201 396 2019E 2022E 29% 49% 2019A 2024E

 
 

24 ✓ ✓ X X X ✓ ✓ ✓ X X ✓ X X X X ✓ X X X X X ✓ ✓ ✓ X X X Differentiated digital infrastructure offering Global reach Differentiated interconnection platform FedRAMP certified AI / ML offering Bare Metal offering Public peers ✓ 29 Markets ✓ CXD ✓ Developed In - House Acquired via Packet II

 
 

25 Revenue by customer size x 91% of revenue generated from large, established private and public organizations x Large opportunity in the Federal sector Revenue by industry x ~2/3 of revenue generated from fast growing, COVID resilient TMT (1) sector and minimal exposure to Leisure Blue chip customer base 1. Note: Data as of 12/31/19 2. (1) TMT defined as Cloud / IT Services, NSP / Service Providers, and Media & Content 37% 19% 9% 11% 3% 6% 4% 11% Cloud & IT Services Network Service Providers Media & Content FinServ & RE Manufacturing & Industrials Healthcare Other Consumer x Low customer concentration w/ 2,300+ customers and Top 20 Customers <50% x Top 20 Customers have long tenure with Weighted Average Lease Term of 13.4 years Customer concentration III Lumen (f.k.a. CenturyLink) 13% Top 2 - 10 21% Top 10 - 20 8% Other customers 58% Enterprise 91% SMB & Other 9%

 
 

26 Dynamic partner ecosystems with powerful network effects IV Network service providers Cloud on ramps Bare Metal Technology providers Media & content Financial services Manufacturing & industrial Healthcare System integrator Professional services

 
 

27 Highly attractive business model  70% of cost structure is fixed  Higher utilization driving strong EBITDA flow through and margin expansion  More than 90% of the revenue is recurring  Long - term customer relationships – average contract tenure of 13.4 years for top 20 customers (1)  Robust network effects drive customer stickiness and reduce churn (avg. monthly 0.8% MRR (2) )  More than 70% (3) of capex is success based on expansion, installation and enhancements  Small portion of capex considered maintenance (~3% of revenue) to maintain asset base  Ability to organically grow EBITDA at above industry average levels within existing footprint  New markets and inorganic growth provide meaningful upside potential Predictable top - line 1 Robust operating leverage 2 Success - based capital deployment 3 Significant upside potential 4 V (1) Excludes Lumen ( f.k.a CenturyLink); (2) Based on average quarterly churn over LTM as of 12/31/20

 
 

28 Substantial growth opportunities Strategic M&A $59bn of strategic M&A in sector since 2012 (1) Geographic expansion Europe, Asia and Latin America 4 5 Expand existing footprint London / Singapore / Chicago / Silicon Valley 2 Standalone plan Capital deployment opportunities Cross sell products Interconnection, Bare Metal, and AI 3 VI Capitalize on in - place capacity 67% utilization 1 EBITDA expansion Market share expansion Lower churn Multiple value creation levers (1) Based on 65 strategic colocation deals since 2012

 
 

29 Opportunity to accelerate growth with inorganic strategy Disciplined M&A strategy has potential to accelerate execution of strategy and reduce risk Sector ripe for further consolidation • Sector remains fragmented despite $59bn M&A since 2012 (1) • Clear benefits to scale with enterprise customers looking for global partners • Value creation driven by cost and revenue synergies from cross / up - sell Cyxtera well placed to be a consolidator • Scaled platform, with experience operating in global markets • Strong brand and platform that is already viewed as a leader • Systems and personnel in place to support much larger platform • Management track record of successful M&A execution • Public currency enhances financing capabilities The opportunity Cyxtera’s areas of focus New market entry Enhance connectivity & service provider ecosystem Increase asset ownership Adds scale and enhances reach of colo / interconnect platform with a focus on Europe, Asia & LatAm Acquiring select platforms or facilities with attractive connectivity & customer ecosystems Opportunity to buy - in select leased assets to enhance asset ownership over time (1) Based on 65 strategic colocation deals since 2012 VI

 
 

30 Significant EBITDA growth potential through growing utilization Growing utilization could create significant value (1) ($ in mm , except enterprise value and uplift ) Substantial in - place and expansion capacity available to address continued demand Current utilization VII $220 $220 $220 $220 $57 $118 $170 67% 75% 80% 85% 2021E Adj. EBITDA EBITDA Uplift from Utilization Increase Utilization 26% uplift 54% uplift 77% uplift Note: See “Disclaimer – Statement Regarding Non - GAAP Financial Measures” for the definition of Adj. EBITDA (1) Assumes fixed Revenue per Sq. Ft. and 70% EBITDA margin on incremental revenue.

 
 

31 Accelerating growth in recent quarters (1) Bookings metrics do not include renewals and are based on TTM data as of each quarter end (2) Core churn defined as churn excluding CTL as a customer (Average monthly core churn, % of MRR) Churn added to Salesforce Incentives Stabilizing core churn (2) Launched new channel program Reorganized Salesforce Accelerating bookings (1) VIII $4.9 $5.1 $5.5 $6.0 $6.8 4Q19A 1Q20A 2Q20A 3Q20A 4Q20E 0.9% 0.8% 0.9% 0.8% 0.8% 4Q19A 1Q20A 2Q20A 3Q20A 4Q20E

 
 

32 Attractive financial profile with meaningful upside Conservative management plan that does not account for potential upside from capital investments in new market expansions Total revenue ($ in mm ) Adj . EBITDA (2) ($ in mm) Source: Company filings, management estimates (1) Core revenue excludes Lumen ( f.k.a . CenturyLink) contribution; (2) See “Disclaimer – Statement Regarding Non - GAAP Financial Measures” for the definition of Adj. E BITDA Long - term financial profile Long - term Adj. EBITDA (2) growth rate Run - Rate Margin ~12% 2021E - 2025E ~40% 2025E Adj. EBITDA (2) margin Long - term Core (1) revenue growth rate ~7% 2021E - 2025E ~48% 2025E Adj. EBITDAR margin IX $203 $213 $220 $245 2019A 2020E 2021E 2022E $679 $690 $691 $719 2019A 2020E 2021E 2022E Lumen Core

 
 

33 ©2021 Cyxtera Technologies, Inc. All Rights Reserved. The Cyxtera logo and certain product names are the property of Cyxtera . All other marks are the property of their respective owners.

 
 

34 Appendix

 
 

35 Source: Company filings (1) Net Debt is equal to total debt minus cash and cash equivalents; (2) Incremental $100m First Lien Term Loan Interest rate of L + 400 bps; (3) Debt balances are based on GAAP reporting and are shown gross of unamortized issuance costs; (4) Net leverage is calculated by dividing net debt by 2020E Adj. EBITDA; (5) Contractual Net Lev era ge is calculated by dividing Contractual Net Debt (the GAAP calculation of Capital Lease obligations, adjusted to exclude obligations attributable to the term of any future lease extension option exercisable at the Company’s discretion) by 2020E Adj. EBITDA; (6) Financial Net Leverage is calculated by dividing Financial Net Debt (Net Debt, adjusted to exclude all Capital Lease obligations) by 2020E Adj. EBITDA Capitalization ($ in mm) Pro forma capitalization table (3) (3) Reported PF Rate 9/30/2020 Adj. 9/30/2020 Cash and Cash Equivalents $79 $152 $231 $150mm Revolver (Maturing 5/2022) L + 300 bps 143 (143) -- 1st Lien Debt (Maturing 5/2024) L + 300 bps (2) 888 -- 888 2nd Lien Debt (Maturing 5/2025) L + 725 bps 310 (310) -- Capital Leases 952 -- 952 Total Debt $2,292 ($453) $1,839 Net Debt (1) 2,212 1,608 Less: Optional renewal portion of Capital Leases (139) (139) Contractual Net Debt (Excl. Optional Capital Leases) 2,074 1,469 Less: Contractually obligated Capital Leases (790) (790) Less: Equipment Leases (22) (22) Financial Net Debt (Excl. All Capital Leases) 1,261 657 Key Credit Metrics Metric 2020E Adj. EBITDA / Net Leverage (4) $213 10.4x 7.6x 2020E Adj. EBITDA / Contractual Net Leverage (5) 213 9.8 6.9 2020E Adj. EBITDA / Financial Net Leverage (6) 213 5.9 3.1 Total Liquidity $81 $375

 
 

36 Adjusted EBITDA reconciliation Reconciliation of non - GAAP financials measures ($mm) 2019A 2020E Net Income ($295) ($239) Net Gain/Loss from Continuing Operations 3 0 Deferred Income Tax Expense / (Benefit) (88) 0 Income Tax Expense / (Benefit) 2 (0) Charitable Contributions 0 0 Bank Charges 1 1 Gain or Loss (From Investment) (0) 0 Gain or Loss (Exchange Rate) 0 3 Gain or Loss (Sale of Asset) 3 0 Debt Issuance Cost Amortization 6 6 Interest and Other Expenses 144 165 Loss on Impairment of Assets 130 17 Depreciation & Amortization 220 232 EBITDA $126 $185 Reversal of Bad Debt Credits 0 (3) One-time stand up costs 36 11 Recurring charges 11 6 Equity-based compensation 16 7 Restructuring and cost saving initiatives 13 6 Adjusted EBITDA $203 $213 (1) (1) Non - cash and non - operating recurring charges

 
 

37 Confidential Historical Projections ($mm) 2019A 2020E 2021E 2022E EBITDA $126 $185 $197 $231 % growth 46% 7% 17% (+) Cash Adjustments 37 12 9 0 (+) Non-Cash Adjustments 39 16 14 14 Adj. EBITDA $203 $213 $220 $245 % growth 5% 3% 11% (-) Maintenance Capital Expenditures (56) (21) (22) (23) % revenue 8% 3% 3% 3% Adj. EBITDA - Maint. Capex $146 $192 $198 $222 % conversion 72% 90% 90% 91% % growth 31% 3% 12% (-) Taxes, net (2) 2 (2) (2) (-) Change in Net Working Capital (7) 76 (4) 0 (-) Other Non-Cash Adjustments (10) (10) -- -- Unlevered Free Cash Flow (before growth investments) $127 $260 $192 $220 % conversion 63% 122% 87% 90% % growth 105% (26%) 15% (-) Total Interest Expense & Other (Net of Non-Cash Interest Expense) (137) (158) (133) (140) Levered Free Cash Flow (before growth investments) ($10) $102 $59 $80 % conversion (5%) 48% 27% 33% % growth NM (42%) 36% (-) Growth Capital Expenditures (99) (34) (54) (73) Levered Free Cash Flow ($110) $68 $5 $7 % conversion (54%) 32% 2% 3% % growth NM (93%) 56% (-) Repayment of capital leases and other financing obligations, net (40) (36) (62) (49) (-) Repayment of long-term debt (9) (9) (9) (9) Net Cash Flow ($159) $23 ($67) ($52) 4 CyxteraCash Flow Profile Confidential-NDA Only Source: Cyxteramanagement. Notes: (1) Includes total maintenance and corporate capital expenditures. (2) Net of financed portion of $2.6 million of corporate capital expenditures in 2021 and 2022. (3) Based on respective metric divided by adjusted EBITDA. (4) Net of deferred tax benefit or expense. (5) 2020 net working capital benefitted from one-time items, including settlement of legacy accounts, improvements to the collections process, enhanced payments terms with key vendors, as well as realized operational efficiencies related to 2019/20 cost-savings initiatives. (6) Pro forma for deleveraging as a result of the $654 million SPAC / PIPE transaction assumed to occur in Q1 2021. (7) Net of financed portion of $3.3 million of bare metal capital expenditures in 2021 and 2022. (8) Consists of mandatory debt repayment on first lien and incremental first lien debt. (1) (6) (3) (3) (3) (2) (7) (3) (8) (6) (4) (5) 37

 
 

38 Confidential ($mm) 2019A 2020E Net cash provided by continuing operating activities $9 $110 (+) Total Cash EBITDA Adjustments 37 12 (-) Maintenance Capital Expenditures (incl. out-of-period capex) (56) (21) (+) Total Interest Expense & Other (Net of Non-Cash Interest Expense) 137 158 Unlevered Free Cash Flow (before growth investments) $127 $260 (-) Total Interest Expense & Other (Net of Non-Cash Interest Expense) (137) (158) Levered Free Cash Flow (before growth investments) ($10) $102 (-) Growth Capital Expenditures (incl. out-of-period capex) (99) (34) Levered Free Cash Flow ($110) $68 (-) Repayment of capital leases and other financing obligations, net (40) (36) (-) Repayment of long-term debt (9) (9) Net Cash Flow ($159) $23 5 CyxteraGAAP Free Cash Flow Reconciliation Confidential-NDA Only Source: Cyxteramanagement. 38