EQUINIX, INC. (NASDAQ:EQIX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On September20, 2017, Equinix, Inc. (“Equinix”) issued and sold €1,000,000,000 aggregate principal amount of its 2.875% Senior Notes due 2025 (the “Notes”), to an underwriting agreement dated September6, 2017 among Equinix and Barclays Bank plc, Merrill Lynch International, J.P. Morgan Securities plc and ING Bank N.V., London Branch, 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 Fifth Supplemental Indenture dated September20, 2017 (the “Fifth Supplemental Indenture”, and, together with the Base Indenture, the “Indenture”) among Equinix, the Trustee, Elavon Financial Services DAC, as registrar, and Elavon Financial Services DAC, UK Branch, as paying agent.

The Notes were offered to Equinix’s 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 September1, 2017 and a final prospectus supplement dated September6, 2017.

The Notes will bear interest at the rate of 2.875% per annum and will mature on October1, 2025. Interest on the Notes is payable in cash on April1 and October1 of each year, beginning on April1, 2018.

Equinix intends to use approximately €430.4million (or approximately $512.2 million) of the net proceeds of the sale of the Notes to redeem all of its outstanding 4.875% senior notes due 2020 (the “2020 Notes”) to the optional redemption provisions of the 2020 Notes, and the balance for general corporate purposes, which may include repayment of indebtedness, capital expenditures, working capital and acquisitions of complementary businesses or assets.

Equinix may redeem all or a part of the Notes on or after October1, 2020 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 October1, 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 October1, 2020, 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. In the event of certain developments affecting taxation, Equinix may redeem all, but not a part, of the Notes at a redemption price equal to 50% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including, the 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 Equinix’s general unsecured senior obligations and rank equally with Equinix’s other unsecured senior indebtedness. The Notes effectively rank junior to Equinix’s secured indebtedness to the extent of the collateral securing such indebtedness and to all liabilities of Equinix’s subsidiaries. The Notes are not guaranteed by Equinix’s 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 Fifth Supplemental Indenture (including the form of the Notes included therein). A copy of the Base Indenture, the Fifth 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.

EQUINIX INC Exhibit
EX-4.2 2 d458122dex42.htm EXHIBIT 4.2 Exhibit 4.2 Exhibit 4.2 EQUINIX,…
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