EQUINIX, INC. (NASDAQ:EQIX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On August4, 2017, Equinix, Inc. (the Company), entered into an
Equity Distribution Agreement (the Equity Distribution Agreement)
by and among the Company, on the one hand, and RBC Capital
Markets, LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated,
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC
(each, a Manager and collectively, the Managers), on the other
hand. to the terms of the Equity Distribution Agreement, the
Company may sell from time to time through or to the Managers, as
the Companys sales agents or as principals, shares of the
Companys common stock, par value $0.001 per share, having an
aggregate offering price of up to $750,000,000 (the Shares). The
sales, if any, of the Shares under the Equity Distribution
Agreement will be made by means of ordinary brokers transactions
on the NASDAQ at market prices, to or through a market maker at
market prices prevailing at the time of sale, at prices related
to prevailing market prices, in block transactions, or as
otherwise agreed upon by the Managers and the Company by any
method permitted by law deemed to be an at the market offering as
defined in Rule 415 promulgated under the Securities Act of 1933,
as amended (the Securities Act).
For the sales of Shares through the Managers, as the Companys
sales agents, the Company will pay the Managers a commission at a
mutually agreed rate, not to exceed 2.0% of the gross sales price
per Share. In addition, the Company has agreed to pay certain
expenses incurred by the Managers in connection with the
offering. The Company may also sell Shares to one or more of the
Managers as principal for such Managers own account at a price
agreed upon at the time of sale. If the Company sells Shares to
one or more of the Managers as principal, the Company will enter
into a separate terms agreement with such Manager. The Company
has no obligation to sell any shares under the Equity
Distribution Agreement, and may at any time suspend the offering
of shares under the Equity Distribution Agreement.
The Equity Distribution Agreement contains customary
representations and warranties of the parties and indemnification
and contribution provisions under which the Company and the
Managers have agreed to indemnify each other against certain
liabilities, including liabilities under the Securities Act. The
Company expects to use the net proceeds from sales, if any, under
the Equity Distribution Agreement of the Shares, if any, for
working capital and general corporate purposes.
The representations, warranties and covenants contained in the
Equity Distribution Agreement were made only for purposes of that
agreement and as of specific dates, were solely for the benefit
of the parties to the Equity Distribution Agreement and may be
subject to limitations agreed upon by the parties, including
being qualified by confidential disclosures made by each
contracting party to the other as a way of allocating contractual
risk between them that differ from those applicable to investors.
Moreover, the subject matter of the representations and
warranties are subject to more recent developments. Accordingly,
investors should be aware that these representations, warranties
and covenants or any description thereof alone may not describe
the actual state of affairs of the Company or its subsidiaries,
affiliates, businesses or stockholders as of the date they were
made or at any other time.
The Shares will be issued to the Companys shelf registration
statement on Form S-3 (File No.333-200294). The Company filed a
prospectus supplement, dated August4, 2017, with the Securities
and Exchange Commission in connection with the offer and sale of
the Shares to the Equity Distribution Agreement.
The foregoing description of the Equity Distribution Agreement is
not complete and is qualified in its entirety by reference to the
full text of such agreement, a copy of which is filed herewith as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The legal opinion
of Davis Polk Wardwell LLP relating to the shares of common stock
being offered is filed as Exhibit 5.1 to this Current Report on
Form 8-K.
The legal opinion
of Sullivan Worcester LLP relating to tax matters is filed as
Exhibit 8.1 to this Current Report on Form8-K.
Item 1.01 |
(d)
Exhibits.
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| 1.1 |
Equity Distribution Agreement, dated as of August4, 2017, between Equinix, Inc. and RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC. |
| 5.1 | Opinion of Davis Polk Wardwell LLP. |
| 8.1 | Opinion of Sullivan Worcester LLP. |
| 23.1 | Consent of Davis Polk Wardwell LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Sullivan Worcester LLP (included in Exhibit 8.1). |
EQUINIX INC ExhibitEX-1.1 2 d417620dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Equinix,…To view the full exhibit click here