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Item 1.01
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Entry into a Material Definitive Agreement
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Issuance of 2.625% Senior Notes due 2024, 2.900% Senior Notes
due 2026 and 3.200% Senior Notes due 2029
On November 18, 2019, Equinix, Inc. (“Equinix”)
issued and sold $1,000,000,000 aggregate principal amount of its 2.625% Senior Notes due 2024 (the “2024 Notes”),
$600,000,000 aggregate principal amount of its 2.900% Senior Notes due 2026 (the “2026 Notes”) and $1,200,000,000
aggregate principal amount of its 3.200% Senior Notes due 2029 (the “2029 Notes,” and together with
the 2024 Notes and the 2026 Notes, the “Notes”), pursuant to an underwriting agreement dated November
6, 2019 (the “Underwriting Agreement”) among Equinix and Goldman Sachs & Co. LLC, BofA Securities,
Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule
II thereto. The 2024 Notes were issued pursuant to an indenture dated December 12, 2017 (the “Base Indenture”)
between Equinix and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the
Fourth Supplemental Indenture dated November 18, 2019 (the “Fourth Supplemental Indenture,” and, together
with the Base Indenture, the “2024 Indenture”) among Equinix and the Trustee. The 2026 Notes were issued
pursuant to the Base Indenture, as supplemented by the Fifth Supplemental Indenture dated November 18, 2019 (the “Fifth
Supplemental Indenture,” and, together with the Base Indenture, the “2026 Indenture”)
among Equinix and the Trustee. The 2029 Notes were issued pursuant to the Base Indenture, as supplemented by the Sixth Supplemental
Indenture dated November 18, 2019 (the “Sixth Supplemental Indenture,” and, together with the Base Indenture,
the “2029 Indenture”). The 2024 Indenture, 2026 Indenture and 2029 Indenture are referred to herein
as the “Indentures.”
The Notes were offered pursuant to Equinix’s Registration
Statement on Form S-3 (No. 333-221380) (the “Registration Statement”), which became effective upon filing
with the Securities and Exchange Commission on November 7, 2017, including the prospectus contained therein dated November 7, 2017,
a preliminary prospectus supplement dated November 6, 2019 and a final prospectus supplement dated November 6, 2019.
The 2024 Notes will bear interest at the rate of 2.625% per
annum and will mature on November 18, 2024. The 2026 Notes will bear interest at the rate of 2.900% per annum and will mature on
November 18, 2026. The 2029 Notes will bear interest at the rate of 3.200% per annum and will mature on November 18, 2029. Interest
on the Notes is payable in cash on May 18 and November 18 of each year, beginning on May 18, 2020.
Equinix may redeem at its election, at any time or from time
to time, some or all of any series of Notes before they mature at a redemption price equal to (i) 100% of the principal amount
of Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the
rights of holders of record of such Notes on the relevant record date to receive interest due on the relevant interest payment
date), plus (ii) a “make-whole” premium (as detailed in the forms of Notes filed herewith). Notwithstanding the foregoing,
if the 2024 Notes are redeemed on or after October 18, 2024, the 2026 Notes are redeemed on or after September 18, 2026, or the
2029 Notes are redeemed on or after August 18, 2029, the redemption price will not include the applicable “make-whole”
premium.
Upon a change of control triggering event, as defined in each
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 not including, 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.
Each Indenture contains restrictive covenants relating to limitations
on: (i) liens; (ii) certain asset sales and mergers and consolidations; and (iii) sale and leaseback transactions, subject, in
each case, to certain exceptions.
Each 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
applicable series of Notes then outstanding may declare the principal of such 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 or its material restricted subsidiaries, the principal amount of such Notes, together with any accrued and unpaid interest
through the occurrence of such event, shall automatically become and be immediately due and payable.
Equinix used a portion of the net proceeds from the sale of
the Notes to fund the purchase of all of its 5.375% Senior Notes due 2022 (the “2022 Notes”), 5.375%
Senior Notes due 2023 (the “2023 Notes”) and 5.750% Senior Notes due 2025 (the “2025 Notes”)
accepted in its tender offer that closed on November 18, 2019. Equinix also intends to use a portion of the net proceeds from the
sale of the Notes to redeem all 2023 Notes and 2025 Notes outstanding as of December 16, 2019, and to pay related premiums, fees
and expenses. Equinix does not expect to redeem its 2022 Notes pursuant to the terms of the indenture in respect of such notes
prior to January 1, 2020. Any remaining net proceeds from the sale of the Notes will be used for general corporate purposes.
The above descriptions of the Indentures and the Notes are qualified
in their entirety by reference to the Base Indenture and the Fourth Supplemental Indenture, Fifth Supplemental Indenture and Sixth
Supplemental Indenture (including the forms of the Notes included therein). A copy of the Base Indenture, Fourth Supplemental Indenture,
Fifth Supplemental Indenture and Sixth Supplemental Indenture and the forms of the Notes are filed as Exhibits 4.1, 4.2, 4.3,
4.4, 4.5, 4.6 and 4.7, 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.