Current Report Filing (8-k)
January 15 2016 - 8:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current
Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
January 15, 2016
| EQUINIX, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
| Delaware |
|
000-31293 |
|
77-0487526 |
| (State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
| One Lagoon Drive, 4th Floor |
| Redwood City, California 94065 |
| (650) 598-6000 |
| (Addresses of principal executive offices) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On January 15, 2016, Equinix, Inc. (“Equinix”)
completed the previously announced acquisition of the entire issued share capital of Telecity Group plc (“Telecity”)
(the “Transaction”). As a result of the Transaction, Telecity has become a wholly-owned subsidiary of Equinix.
The consideration for the Transaction was
comprised of a cash payment of approximately $1.7 billion and the issuance of approximately 6.8 million shares of Equinix common
stock valued at $2.1 billion based on the closing price of Equinix common stock as of January 14, 2016. This amount excludes any
value attributed to the Telecity employee equity awards assumed, which will be finalized at a later date.
A copy of the press release announcing
the completion of the Transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
As described in Item 2.01 of this Current
Report on Form 8-K, Equinix will issue approximately 6.8 million shares of its common stock, par value $0.001 per share, to holders
of Telecity’s outstanding securities as consideration in the Transaction. The shares are being issued in reliance on the
exemption afforded by Section 3(a)(10) of the Securities Act of 1933 following the sanction of the High Court of England and Wales.
| Item 5.02. | Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
John Hughes has been elected to the Board
of Directors (the “Board”) of Equinix effective January 15, 2016. Prior to the completion of the Transaction, Mr. Hughes
was the Executive Chairman of Telecity.
With the election of Mr. Hughes, Equinix’s
Board now consists of 10 members. As a member of Equinix’s Board, Mr. Hughes will receive Equinix’s standard compensation
for non-employee directors. Mr. Hughes has not been appointed to any committees of the Board.
Prior
to the closing of the Transaction, Mr. Hughes beneficially owned 63,000 shares in Telecity. Pursuant to a pre-existing agreement
with Telecity, as a result of the termination of Mr. Hughes’s employment as Executive Chairman, Mr. Hughes is entitled to
receive from Telecity a separation payment of £189,562.50 (less applicable deductions). Additionally, an outstanding Telecity
equity award held by Mr. Hughes prior to the closing will be replaced with an Equinix award, which will
vest on its original vesting schedule with a vesting date of June 18, 2018.
On January 15, 2016, Equinix issued a press
release announcing the election of Mr. Hughes to the Board. A copy of the press release is furnished as Exhibit 99.2 to this Form
8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| 99.1 | Transaction Announcement dated January 15, 2016. |
| 99.2 | Director Announcement dated January 15, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DATE: January 15, 2016 |
EQUINIX, INC. |
| |
|
|
| |
By: |
/s/ Keith D. Taylor |
| |
|
Keith D. Taylor |
| |
|
Chief Financial Officer |
EXHIBIT INDEX
| Exhibit |
|
| Number |
Description |
| |
|
| 99.1 |
Transaction Announcement dated January 15, 2016. |
| 99.2 |
Director Announcement dated January 15, 2016. |
Exhibit 99.1
Equinix Expands Data Center Leadership Position with Close of Telecity Acquisition
Equinix's global interconnection platform now reaches 40 metros including seven new metros in Europe
REDWOOD
CITY, Calif. and LONDON, Jan. 15, 2016 /PRNewswire/ -- Equinix, Inc. (Nasdaq: EQIX), the global interconnection and data center
company, today announced that it has completed the acquisition of TelecityGroup plc in a transaction valued at approximately $3.8
billion (£2.6 billion). The addition of TelecityGroup's 40+ data centers more than doubles Equinix's capacity in
Europe, fortifying its position as the largest retail colocation provider in the region. The acquisition expands the company's
interconnection platform in key European markets while also adding critical network and cloud density to better serve enterprise
customers who see interconnection as a core IT design principle and are increasingly moving to highly interconnected, global data
centers for accelerated business performance and innovation.
In order to meet changing business needs, global enterprises continue to outsource IT, but increasingly require connectivity to service providers and business partners in multiple markets – a key benefit of Equinix's global interconnection platform. Today, 54 percent of Equinix's revenue comes from customers deployed globally across all three of
its regions (Americas, APAC and EMEA), and over 83 percent of revenue is from customers deployed across multiple metros, a reflection of the company's differentiated scale and global reach. With new data centers and increased interconnection in Europe, Equinix builds on its global market leadership, and creates new opportunities to grow business ecosystems around the world.
Highlights / Key Facts
- The acquisition of Telecity enhances Equinix's existing data center portfolio by adding seven new markets in Europe and provides customers even more ways to connect with other businesses around the world on Platform Equinix™. Equinix will add data center facilities in Bulgaria, Finland, Ireland, Italy, Poland, Sweden and Turkey.
- Through the acquisition, Telecity brings more than 1,000 net new customers to Equinix, including more than 200 network and mobility companies and more than 300 cloud and IT services companies. This further strengthens the business ecosystems found inside of Equinix International Business Exchange IBX® data centers and provides customers with the broadest choice of service providers for IT and multi-cloud deployments to accelerate business performance.
- Equinix has made three acquisitions in the last twelve months including professional services company Nimbo in the U.S. in January 2015 and Bit-isle in Japan in November 2015. The Telecity and Bit-isle acquisitions significantly expand Equinix's global platform (after planned divestitures) from 105 data centers in 33 metros to 145 in 40 metros.
- Originally announced in May as a recommended cash and share offer, the transaction was approved earlier this week by Telecity shareholders and the scheme of arrangement used to implement the acquisition was approved by the applicable court in the United Kingdom, both steps required for closing the transaction.
- The transaction was comprised of a cash payment of approximately $1.7 billion and the issuance of approximately 6.8 million shares of Equinix common stock valued at approximately $2.1 billion based on the closing price of Equinix common stock as of January 14, 2016. This amount excludes any value attributed to the Telecity employee equity awards assumed, which will be finalized at a later date.
- Telecity's Chairman, John Hughes, will be joining the Board of Directors of Equinix, Inc., and Equinix's EMEA President, Eric Schwartz, will serve as the head of the combined regional business in EMEA.
- Equinix will further discuss the financial results of the Telecity and Bit-isle acquisitions during its regularly planned Q4 earnings call in February 2016.
Quotes
- Steve Smith, president and CEO, Equinix:
"Today is a very important day for Equinix as we close the acquisition of Telecity, which is a significant milestone in our 17-year history. By increasing the scale of the Equinix interconnection platform in key markets throughout Europe, we are able to better serve global enterprises while creating meaningful shareholder value."
- John Hughes, outgoing executive chairman, TelecityGroup, and board member, Equinix:
"The combination of Equinix and Telecity gives businesses more choice for interconnection, which is increasingly important in this highly digital age, when customers rely on connectivity to drive competitive advantage. I would like to take this opportunity to pay tribute to all the committed, talented employees at Telecity who together built Europe's premium data center business and remain committed to the smooth integration of our two companies. It is with great pleasure that I will continue to work with the combined business as a member of Equinix's Board of Directors."
Additional Resources
- Equinix Extends Global Data Center Leadership as Telecity Deal Goes Final [blog]
- European Commission Grants Clearance for Equinix Offer to Acquire Telecity [press release]
- Equinix makes Recommended Offer for TelecityGroup [press release]
- Recommended Cash and Share Offer for Telecity Group PLC by Equinix, Inc. [press release]
About Equinix
Equinix, Inc. (Nasdaq: EQIX) connects the world's leading businesses to their customers, employees and partners inside the most interconnected data centers. In 40 markets across five continents, Equinix is where companies come together to realize new opportunities and accelerate their business, IT and cloud strategies. www.equinix.com.
Forward Looking Statements
This press release contains forward-looking statements which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such forward-looking statements, including statements related to the acquisition of Telecity and the expected benefits from the
acquisition. Factors that might cause such differences include, but are not limited to, unanticipated costs or difficulties relating to the integration of companies we have acquired or will acquire into Equinix, including Telecity; the challenges of acquiring, operating and constructing IBX centers and developing, deploying and delivering Equinix services; a failure to receive significant revenue from customers in recently built out or acquired data centers; failure to complete any financing arrangements contemplated from time to time; competition from existing and new competitors; the ability to generate sufficient cash flow or otherwise obtain funds to repay new or outstanding indebtedness; the loss or decline in business from our key customers; and other risks described from time to time in Equinix's filings with the Securities and Exchange Commission. In particular, see
Equinix's recent quarterly and annual reports filed with the Securities and Exchange Commission, copies of which are available upon request from Equinix. Equinix does not assume any obligation to update the forward-looking information contained in this press release.
Directors' Responsibility
As required under the UK Takeover Code, the directors of Equinix accept responsibility for the information contained in this document. To the best of the knowledge and belief of those directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Equinix and IBX are registered trademarks of Equinix, Inc.
International Business Exchange is a trademark of Equinix, Inc.
Photo -
http://photos.prnewswire.com/prnh/20160115/322578
CONTACT: Media, Liam Rose (Americas), +1 (650) 598-6590, lrose@equinix.com, or Antonella Crimi (EMEA), +44 (0)20 7634 4022, Antonella.Crimi@eu.equinix.com, or Lorraine Little-Bigelow (Asia-Pacific), + (852) 2970 7742, llittlebigelow@ap.equinix.com; or Investor Relations, Katrina Rymill, +1 (650) 598-6583, krymill@equinix.com, or Paul Thomas, +1 (650) 598-6442, pthomas@equinix.com
REDWOOD CITY, Calif. and LONDON, Jan. 15, 2016 /PRNewswire/ -- Equinix, Inc. (Nasdaq: EQIX), the global interconnection and data center company, today announced that it has appointed John Hughes to its Board of Directors following the close of the TelecityGroup acquisition on January 15, 2016. Hughes was previously Executive Chairman of TelecityGroup.
"John brings a wealth of industry experience, having led one of the largest data center providers in EMEA, and having held senior positions at major global technology brands" said Peter Van Camp, chairman of the Board of Directors, Equinix. "His institutional knowledge gained from running Telecity will be invaluable in making the integration of
the two companies a success."
Hughes has more than thirty years' experience leading complex, high technology businesses operating at a global level from which to draw in his role Equinix. As Executive Chairman at Telecity since 2014 and Non-Executive Chairman from 2007 to 2014, Hughes led the Board of Directors, managed the company and led the development of company strategy over the last eight years. Prior to Telecity Hughes held senior executive positions at Thales Group (where he was latterly Executive Vice President and Chief Operating Officer, responsible for an organization with over 25,000 people); Lucent Technologies (where his responsibilities included being President of its worldwide GSM and UMTS businesses); and Hewlett Packard. Hughes has significant experience in managing growth companies, especially those supplying complex solutions and services to business
customers; in mergers and acquisitions; in international/channel expansion; and in development of leadership teams.
Commenting on his appointment, Hughes said, "I am delighted to be joining the Board of Equinix at what is a fascinating point in the Company's growth and look forward to adding value not only related to the integration of Telecity, but also more broadly in the context of Equinix's strategy and development, and to working with a great group of people."
Hughes holds or has held a number of Board positions including Chairman of JUST EAT plc, Spectris plc, Sepura plc, and as an Independent Non-Executive Director on the Boards of CSG International, Chloride Group, Global Crossing Telecommunications, Barco, Nice Systems and Intec Telecom.
About Equinix
Equinix, Inc. (Nasdaq: EQIX) connects the world's leading businesses to their
customers, employees and partners inside the most interconnected data centers. In 40 markets across five continents, Equinix is where companies come together to realize new opportunities and accelerate their business, IT and cloud strategies. www.equinix.com.
Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements. Factors that might cause such differences include, but are not limited to, the challenges of acquiring, operating and constructing IBX centers and developing, deploying and delivering Equinix services; unanticipated costs or difficulties relating to the integration of companies we have acquired or will acquire into Equinix; a failure to receive significant revenue from customers in recently
built out or acquired data centers; failure to complete any financing arrangements contemplated from time to time; competition from existing and new competitors; the ability to generate sufficient cash flow or otherwise obtain funds to repay new or outstanding indebtedness; the loss or decline in business from our key customers; and other risks described from time to time in Equinix's filings with the Securities and Exchange Commission. In particular, see Equinix's recent quarterly and annual reports filed with the Securities and Exchange Commission, copies of which are available upon request from Equinix. Equinix does not assume any obligation to update the forward-looking information contained in this press release.
Equinix and IBX are registered trademarks of Equinix, Inc.
International Business Exchange is a trademark of Equinix, Inc.
CONTACT: Media, Liam Rose, +1 (650) 598-6590, lrose@equinix.com, or Antonella Crimi (EMEA), +44 (0)20 7634 4022, Antonella.Crimi@eu.equinix.coml or Investor Relations, Katrina Rymill, +1 (650) 598-6583, krymill@equinix.com, or Paul Thomas, +1 (650) 598-6442, pthomas@equinix.com