EQUINIX, INC. (NASDAQ:EQIX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
Issuance of 5.375% Senior Notes due 2027
On March22, 2017, Equinix, Inc.
(Equinix) issued and sold
$1,250,000,000 aggregate principal amount of its 5.375% Senior
Notes due 2027 (the Notes), to an
underwriting agreement dated March8, 2017 among Equinix and J.P.
Morgan Securities LLC and Merrill Lynch, Pierce, Fenner Smith
Incorporated, as representatives of the several underwriters
named in Schedule II thereto. The Notes were issued to an
indenture dated November20, 2014 (the Base
Indenture) between Equinix and U.S. Bank National
Association, as trustee (the Trustee),
as supplemented by the Fourth Supplemental Indenture dated
March22, 2017 (the Fourth Supplemental
Indenture, and, together with the Base Indenture,
the Indenture).
The Notes were offered to Equinixs Registration Statement on Form
S-3 (No. 333-200294) (the
Registration Statement), which became
effective upon filing with the Securities and Exchange Commission
on November17, 2014, including the prospectus contained therein
dated November17, 2014, a preliminary prospectus supplement dated
March7, 2017 and a final prospectus supplement dated March8,
2017.
The Notes will
bear interest at the rate of 5.375% per annum and will mature on
May15, 2027. Interest on the Notes is payable in cash on May15
and November15 of each year, beginning on May15, 2017.
Equinix intends to
use the net proceeds from the sale of the Notes, together with
the proceeds from its sale on March14, 2017 of its common stock
and existing term B-2 loan borrowings, to finance the previously
announced proposed acquisition of the colocation services
business of Verizon Communications Inc. at 24 data center sites
in the United States, Brazil and Colombia (the Acquisition) and
related transaction fees and expenses and for general corporate
purposes. If for any reason the Acquisition is not completed on
or prior to December6, 2017, or if, prior to such date, the
transaction agreement relating to the Acquisition is terminated,
then in either case Equinix will be required to redeem the Notes
at par.
Equinix may redeem
all or a part of the Notes on or after May15, 2022 on any one or
more occasions, at the redemption prices set forth in the
Indenture, plus, in each case, accrued and unpaid interest
thereon, if any, to, but not including, the applicable redemption
date. In addition, at any time prior to May15, 2020, Equinix may
on any one or more occasions redeem up to 35% of the aggregate
principal amount of the Notes outstanding under the Indenture
with the net cash proceeds of one or more equity offerings. At
any time prior to May15, 2022, Equinix may also redeem all or a
part of the Notes at a redemption price equal to 50% of the
principal amount of the Notes redeemed plus a make-whole premium
as of, and accrued and unpaid interest, if any, to, but not
including, the date of redemption.
Upon a change of
control, as defined in the Indenture, Equinix will be required to
make an offer to purchase the Notes at a purchase price equal to
101% of the principal amount of the Notes on the date of
purchase, plus accrued interest, if any, to, but excluding, the
date of purchase.
The Notes are
Equinixs general unsecured senior obligations and rank equally
with Equinixs other unsecured senior indebtedness. The Notes
effectively rank junior to Equinixs secured indebtedness to the
extent of the collateral securing such indebtedness and to all
liabilities of Equinixs subsidiaries. The Notes are not
guaranteed by Equinixs subsidiaries, through which Equinix
currently conducts substantially all of its operations.
The Indenture
contains several restrictive covenants including, but not limited
to, limitations on the following: (i)the incurrence of additional
indebtedness; (ii)restricted payments; (iii)dividend and other
payments restrictions affecting restricted subsidiaries; (iv)the
issuance of preferred stock by domestic subsidiaries; (v)liens;
(vi) asset sales and mergers and consolidations;
(vii)transactions with affiliates; and (viii)future subsidiary
guarantees, subject, in each case, to certain exceptions.
The Indenture
contains customary terms that upon certain events of default
occurring and continuing, either the trustee or the holders of
not less than 25% in aggregate principal amount of the Notes then
outstanding may declare the principal of the Notes and any
accrued and unpaid interest through the date of such declaration
immediately due and payable. In the case of certain events of
bankruptcy or insolvency relating to Equinix, the principal
amount of the Notes together with any accrued and unpaid interest
through the occurrence of such event shall automatically become
and be immediately due and payable.
The above
descriptions of the Indenture and the Notes are qualified in
their entirety by reference to the Base Indenture and the Fourth
Supplemental Indenture (including the form of the Notes included
therein). A copy of the Base Indenture, the Fourth Supplemental
Indenture and the form of the Notes are filed as Exhibits 4.1,
4.2 and 4.3, respectively, to this Current Report on Form
8-K.
A copy of the opinion of Davis
Polk Wardwell LLP relating to the validity of the Notes is
incorporated by reference into the Registration Statement and is
attached to this Current Report on Form 8-K as Exhibit
5.1.
| Item9.01. | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit No. |
Description |
|
| 4.1 |
Indenture, dated as of November20, 2014, between Equinix, Inc. and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to Equinixs Current Report on Form 8-K filed November20, 2014 |
|
| 4.2* |
Fourth Supplemental Indenture, dated as of March22, 2017, between Equinix, Inc. and U.S. Bank National Association, as trustee |
|
| 4.3* |
Form of 5.375% Senior Notes due 2027 (included in Exhibit 4.2) |
|
| 5.1* | Opinion of Davis Polk Wardwell LLP | |
| 23.1* | Consent of Davis Polk Wardwell LLP (included in Exhibit 5.1) |
| * | Filed herein |
EQUINIX, INC. (NASDAQ:EQIX) Recent Trading Information
EQUINIX, INC. (NASDAQ:EQIX) closed its last trading session up +4.06 at 387.47 with 833,430 shares trading hands.