Item 1.01. Entry into a Material Definitive Agreement
Equinix, Inc. Green Bond Issuance of 1.000% Senior Notes
due 2025 and 1.550% Senior Notes due 2028 and Issuance of 2.950% Senior Notes due 2051
On October 7, 2020, Equinix, Inc. (“Equinix”)
issued and sold $700,000,000 aggregate principal amount of its 1.000% Senior Notes due 2025 (the “2025 Notes”),
$650,000,000 aggregate principal amount of its 1.550% Senior Notes due 2028 (the “2028 Notes” and, together
with the 2025 Notes, the “Green Notes”) and $500,000,000 aggregate principal amount of its 2.950% Senior
Notes due 2051 (the “2051 Notes” and, together with the 2025 Notes and the 2028 Notes, the “Notes”),
pursuant to an underwriting agreement dated September 23, 2020 among Equinix and 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 Schedule II
thereto.
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 September 23, 2020 and a final prospectus supplement dated September 23, 2020 (the “Final
Prospectus Supplement”).
Equinix received net proceeds from the issuance of the Notes
of approximately $1.8 billion after deducting the underwriting discounts and estimated expenses payable by Equinix. Equinix expects
to use a portion of the net proceeds from the Notes 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, including, in each case, the payment of premiums, if applicable, and accrued
interest to the redemption date. Equinix expects to use the remaining net proceeds from the offering of the 2051 Notes for general
corporate purposes.
Equinix intends to allocate an amount equal to the net proceeds
from the offering of the Green Notes of approximately $1.3 billion, after deducting underwriting discounts and estimated pro rata
offering expenses payable by Equinix, to finance or refinance, in whole or in part, new or existing Eligible Green Projects, as
defined in the Final Prospectus Supplement.
The 2025 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 Eleventh Supplemental Indenture dated October 7, 2020 (the “Eleventh Supplemental Indenture,”
and, together with the Base Indenture, the “2025 Indenture”) among Equinix and the Trustee. The 2028
Notes were issued pursuant to the Base Indenture, as supplemented by the Twelfth Supplemental Indenture dated October 7, 2020 (the
“Twelfth Supplemental Indenture,” and, together with the Base Indenture, the “2028 Indenture”)
among Equinix and the Trustee. The 2051 Notes were issued pursuant to the Base Indenture, as supplemented by the Thirteenth Supplemental
Indenture dated October 7, 2020 (the “Thirteenth Supplemental Indenture,” and, together with the Base
Indenture, the “2051 Indenture”). The 2025 Indenture, 2028 Indenture and 2051 Indenture are referred
to herein as the “Indentures.”
The 2025 Notes will bear interest at the rate of 1.000% per
annum and will mature on September 15, 2025. The 2028 Notes will bear interest at the rate of 1.550% per annum and will mature
on March 15, 2028. The 2051 Notes will bear interest at the rate of 2.950% per annum and will mature on September 15, 2051. Interest
on the Notes is payable in cash on March 15 and September 15 of each year, beginning on March 15, 2021.
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 2025 Notes are redeemed on or after August 15, 2025, the 2028 Notes are redeemed on or after January 15, 2028 or the 2051
Notes are redeemed on or after March 15, 2051, 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 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.
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, 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.
The above descriptions of the Indentures and the Notes are qualified
in their entirety by reference to the Base Indenture and the Eleventh Supplemental Indenture, Twelfth Supplemental Indenture and
Thirteenth Supplemental Indenture (including the forms of the Notes included therein). A copy of the Base Indenture, Eleventh Supplemental
Indenture, Twelfth Supplemental Indenture and Thirteenth 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. This Current Report on Form 8-K does
not constitute a notice of redemption with respect to the 2.875% Senior Notes due 2025, the 2.875% Senior Notes due 2026 or any
other securities.
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.