Item 8.01. Other Events
Underwriting Agreement
On
September 23, 2020, Equinix, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Goldman Sachs & Co. LLC, ING Financial Markets LLC, RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives
of the several underwriters named in the Underwriting Agreement. The Underwriting Agreement provides for the issuance and sale
by the Company (the “Offering”) of senior unsecured notes in an aggregate principal amount of $1.85
billion (collectively, the “Notes”) in the following tranches:
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$700,000,000
aggregate principal amount of 1.000%
Senior Notes due 2025
(the “2025
Notes”);
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$650,000,000
aggregate principal amount of 1.550%
Senior Notes due 2028
(the “2028
Notes,” together with the 2025
Notes, the “Green Notes”); and
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$500,000,000
aggregate principal amount of 2.950%
Senior Notes due 2051
(the “2051
Notes”).
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The Offering of the Notes is pursuant to a shelf registration
statement on Form S-3 (File No. 333-221380) filed with the Securities and Exchange Commission (the “SEC”) on November
7, 2017, a related preliminary prospectus supplement filed with the SEC on September 23, 2020 and a related final prospectus supplement filed with the SEC on September 24, 2020. The Underwriting Agreement contains customary representations, warranties and agreements by the Company
and customary closing conditions, indemnification rights and termination provisions.
The
Company expects that the net proceeds from the Offering will be approximately $1.8 billion after deducting underwriting
discounts and estimated offering expenses payable by the Company. The Company intends to use most of the net proceeds from
the Offering to fund the redemption of all of its outstanding €1,000,000,000 aggregate principal amount 2.875% Senior
Notes due 2025 and €500,000,000 aggregate principal amount of its outstanding €1,000,000,000 aggregate principal
amount 2.875% Senior Notes due 2026, as described below under the heading “Redemption of 2.875% Senior Notes due 2025
and 2.875% Senior Notes due 2026.” The Company expects to use any remaining net proceeds from the offering of the 2051
Notes for general corporate purposes. The Company intends to allocate an amount equal to the net proceeds from the offering
of the Green Notes, which the Company expects will be approximately $1.3 billion in the aggregate, after deducting
underwriting discounts and estimated pro rata offering expenses payable by the Company, to finance or refinance certain
ongoing and new projects, including with respect to green buildings, renewable energy, energy efficiency, sustainable water
and wastewater management, waste management and clean transportation.
The Company expects the Offering to close on October 7, 2020,
subject to customary closing conditions.
The above description of the Underwriting Agreement is qualified
in its entirety by the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated herein by reference. Neither the Green Notes nor the indenture governing the Green Notes requires the Company
to use the net proceeds from the offering of the Green Notes as described above, and any failure to comply with the foregoing will
not constitute a breach of or default under the Green Notes or the indenture governing the Green Notes. The above description of
the use of the proceeds from the offering of the Green Notes is not intended to modify or add any covenant or other contractual
obligation undertaken by us under the Green Notes or the indenture governing the Green Notes.
Redemption of 2.875% Senior Notes due 2025 and 2.875% Senior
Notes due 2026
On September 23, 2020, the Company delivered conditional notices
of its intent to redeem (the “Redemption”) all of its outstanding €1,000,000,000 aggregate principal amount 2.875%
Senior Notes due 2025 and €500,000,000 aggregate principal amount of its outstanding €1,000,000,000 aggregate principal
amount 2.875% Senior Notes due 2026 (each such notice, a “Notice of Conditional Redemption”).
The Company expects to redeem all of the outstanding 2.875%
Senior Notes due 2025 on October 23, 2020 (the “Redemption Date”). In accordance with the terms of the 2.875% Senior
Notes due 2025 and that certain Indenture, dated as of November 20, 2014, between the Company and U.S. Bank National Association,
as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated as of September 20, 2017, among
the Company, the Trustee, and Elavon Financial Services DAC, UK Branch, as paying agent and Elavon Financial Services DAC, as registrar
(collectively, the “2025 Notes Indenture”), the 2.875% Senior Notes due 2025 are expected to be redeemed at a redemption
price equal to 101.438% of the principal amount of the 2.875% Senior Notes due 2025 redeemed, plus accrued and unpaid interest
to, but not including, the Redemption Date.
The Company also expects to redeem €500,000,000 aggregate
principal amount of the outstanding 2.875% Senior Notes due 2026 on the Redemption Date. In accordance with the terms of the 2.875%
Senior Notes due 2026 and that certain Indenture, dated as of December 12, 2017, between the Company and the Trustee, as supplemented
by the First Supplemental Indenture, dated as of December 12, 2017, among the Company, the Trustee, and Elavon Financial Services
DAC, UK Branch, as paying agent, and Elavon Financial Services DAC, as registrar (collectively, the “2026 Notes Indenture”),
the 2.875% Senior Notes due 2026 are expected to be redeemed at a redemption price equal to 100% of the principal amount of the
2.875% Senior Notes due 2026 redeemed, plus the applicable premium as of, and accrued and unpaid interest to, but not including,
the Redemption Date. The applicable premium will be calculated in accordance with terms of the 2.875% Senior Notes due 2026 and
the 2026 Notes Indenture.
Each Notice of Conditional Redemption is conditioned on the
closing of the Offering. If the Offering closes, the Company plans to use most of the net proceeds to finance the Redemption.
This Form 8-K does not constitute a notice of redemption with
respect to the 2.875% Senior Notes due 2025 under the 2025 Notes Indenture or with respect to the 2.875% Senior Notes due 2026
under the 2026 Notes Indenture.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any such statements
contained in this Current Report that are not statements of historical fact may be deemed to be forward-looking statements. For
example, the words “believes,” “anticipates,” “plans,” “expects,” “intends”
and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are
not limited to, statements about the Offering, the use of proceeds from the Offering and the anticipated Redemption. Forward-looking
statements involve numerous risks and uncertainties and depend on assumptions, data or methods that may be incorrect or imprecise.
The Company’s actual results and the timing of certain events may differ significantly from the results discussed in the
forward-looking statements. All forward-looking statements are based on management’s estimates, projections and assumptions
as of the date hereof, and the Company assumes no obligation to update them.