--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-298966" form_type: "8-K" ticker: null cik: "0001710583" company_name: "Switch, Inc." filed_at: "2022-12-06T23:59:59+00:00" generated_at: "2026-06-21T08:57:30.872945+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Switch completed $11B take-private by DigitalBridge and IFM Investors at $34.25/share ## Summary - All outstanding SWCH shares acquired for $34.25 per share in cash; enterprise value approximately $11 billion. - Switch common stock delisted from NYSE; reporting obligations to be suspended. - Switch redeemed $600M of 3.75% Senior Notes due 2028 and $500M of 4.125% Senior Notes due 2029. - Switch entered into new $100M revolving credit facility and $6.7B mortgage loan financing in connection with the merger. - Board members replaced; Rob Roy remains CEO; Thomas Morton and Gabe Nacht appointed directors. ## SEC filing metadata - accession: 0001193125-22-298966 - form_type: 8-K - cik: 0001710583 - company_name: Switch, Inc. - filed_at: 2022-12-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/d356989d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-298966 - JSON: https://secwatch.observer/filing/0001193125-22-298966.json - Plain text: https://secwatch.observer/filing/0001193125-22-298966.txt ## Key facts - Debt Financings Switch, Inc. incurred revolving credit of up to $100.0 million with Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto at 2.00% per annum in the case of an ABR borrowing and 3.00% per annum in the case maturing December 6, 2025. - Instrument: revolving credit - Principal: up to $100.0 million - Counterparty: Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto - Rate: 2.00% per annum in the case of an ABR borrowing and 3.00% per annum in the case - Maturity: December 6, 2025 - Event: incurrence source text: (Texas) LLC, as administrative agent, and the lenders party thereto. The Revolving Credit Agreement provides for a revolving facility in an aggregate principal amount of up to $100.0 million (the “Revolver”), with a sublimit available for letters of credit up to an aggregate face amount of $25.0 million. Simultaneously with the execution of the Revolving Credit evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Debt Financings Switch, Inc. incurred mortgage of up to approximately $6,695 million with Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto at one-month term SOFR, plus a margin rate of 3.00% maturing December 15, 2025. - Instrument: mortgage - Principal: up to approximately $6,695 million - Counterparty: Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto - Rate: one-month term SOFR, plus a margin rate of 3.00% - Maturity: December 15, 2025 - Event: incurrence source text: In connection with the consummation of the Mergers, on December 6, 2022, certain indirect wholly owned subsidiaries of the Company (the “Mortgage Borrowers”) entered into a loan agreement (the “Mortgage Loan Agreement”) with Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto (the “Mortgage Financing”). The Mortgage Financing provides for a mortgage loan in an aggregate amount of up to approximately $6,695 million (the “Mortgage Loan”) evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Angela Archon resigned as Director at Switch, Inc.. - Action: resigned - Role: Director source text: each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Donald Snyder resigned as Director at Switch, Inc.. - Action: resigned - Role: Director source text: each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Zareh Sarrafian resigned as Director at Switch, Inc.. - Action: resigned - Role: Director source text: each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Kimberly Sheehy resigned as Director at Switch, Inc.. - Action: resigned - Role: Director source text: each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Jason Genrich resigned as Director at Switch, Inc.. - Action: resigned - Role: Director source text: each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Liane Pelletier resigned as Director at Switch, Inc.. - Action: resigned - Role: Director source text: each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Thomas Morton was appointed as Director at Switch, Inc.. - Action: appointed - Role: Director source text: Effective as of the Effective Time, Rob Roy, Thomas Morton and Gabe Nacht, were appointed as the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Rob Roy was appointed as Director at Switch, Inc.. - Action: appointed - Role: Director source text: Effective as of the Effective Time, Rob Roy, Thomas Morton and Gabe Nacht, were appointed as the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Gabe Nacht was appointed as Director at Switch, Inc.. - Action: appointed - Role: Director source text: Effective as of the Effective Time, Rob Roy, Thomas Morton and Gabe Nacht, were appointed as the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Bryan Wolf resigned as Director at Switch, Inc.. - Action: resigned - Role: Director source text: each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Executive change Tom Thomas resigned as Director at Switch, Inc.. - Action: resigned - Role: Director source text: each member of the board of directors of the Company (the “Board”) submitted his or her resignation from the Board and from all committees of the Board on which such directors served, other than Rob Roy. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - M&A Transactions Switch, Inc. underwent a change of control involving Sunshine Bidco Inc. for $34.25 per share in cash (closed 2022-12-06). - Action: change of control - Counterparty: Sunshine Bidco Inc. - Consideration: $34.25 per share in cash - Closing: 2022-12-06 source text: Stock”) not owned by the Company as treasury stock or by any direct or indirect wholly owned subsidiary of the Company, was cancelled and converted into the right to receive $34.25 per share in cash, without interest (the “Merger Consideration”), and (B) each share of Class B common stock, par value $0.001 per share, of the Company (the “Company Class B evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - M&A Transactions Switch, Inc. completed an acquisition involving Beltway Business Park, L.L.C., Beltway Business Park Warehouse No. 3, LLC, Beltway Business Park Warehouse No. 4, LLC, Beltway Business Park Warehouse No. 6, LLC, and Beltway Business Park Warehouse No. 8, LLC for $300,000,000 (closed 2022-12-06). - Action: acquisition - Counterparty: Beltway Business Park, L.L.C., Beltway Business Park Warehouse No. 3, LLC, Beltway Business Park Warehouse No. 4, LLC, Beltway Business Park Warehouse No. 6, LLC, and Beltway Business Park Warehouse No. 8, LLC - Consideration: $300,000,000 - Closing: 2022-12-06 source text: On December 6, 2022, in connection with the consummation of the Mergers and pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated May 10, 2022 between Company Ltd., as buyer, and Beltway Business Park, L.L.C., Beltway Business Park Warehouse No. 3, LLC, Beltway Business Park Warehouse No. 4, LLC, Beltway Business Park Warehouse No. 6, LLC, and Beltway Business Park Warehouse No. 8, LLC, as the sellers, certain indirect wholly owned subsidiaries of Company Ltd. completed the acquisition of certain properties located in Las Vegas, Nevada for a total purchase price of $300,000,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Material Agreements Switch, Inc. entered into Revolving Credit Agreement with Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto valued at $100.0 million (effective 2022-12-06). - Action: entry - Agreement: credit facility - Counterparty: Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto - Value: $100.0 million - Effective: 2022-12-06 source text: In connection with the consummation of the Mergers, on December 6, 2022, Parent entered into a new credit agreement (the “Revolving Credit Agreement”) with Parent as the borrower (the “Revolving Borrower”), Sunshine IntermediaryCo2 Inc. (“Revolving Holdings”), Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto. The Revolving Credit Agreement provides for a revolving facility in an aggregate principal amount of up to $100.0 million (the “Revolver”), evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Material Agreements Switch, Inc. amended Sixth Amended and Restated Operating Agreement. - Action: amendment source text: In connection with the completion of the Mergers, as of the Effective Time, the Fifth Amended and Restated Operating Agreement of Switch, Ltd., as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Sixth Amended and Restated Operating Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Material Agreements Switch, Inc. entered into Mortgage Loan Agreement with Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto valued at approximately $6,695 million (effective 2022-12-06). - Action: entry - Agreement: credit facility - Counterparty: Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto - Value: approximately $6,695 million - Effective: 2022-12-06 source text: In connection with the consummation of the Mergers, on December 6, 2022, certain indirect wholly owned subsidiaries of the Company (the “Mortgage Borrowers”) entered into a loan agreement (the “Mortgage Loan Agreement”) with Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto (the “Mortgage Financing”). The Mortgage Financing provides for a mortgage loan in an aggregate amount of up to approximately $6,695 million (the “Mortgage Loan”), with approximately $5,828.9 million funded at the consummation of the Mergers and up to $866.1 million available to the Mortgage Borrowers to draw upon following the closing of the Mergers subject to certain conditions. evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm - Material Agreements Switch, Inc. terminated Credit Agreement with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (effective 2022-12-06). - Action: termination - Agreement: credit facility - Counterparty: the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent - Effective: 2022-12-06 source text: In connection with the completion of the Mergers, on December 6, 2022, Company Ltd. terminated that certain Amended and Restated Credit Agreement, dated June 27, 2017, by and among Company Ltd., as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, amended and restated, supplemented or modified from time to time, the “Credit Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1710583/000119312522298966/0001193125-22-298966-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.