Item 1.01 Entry into a Material Definitive Agreement
Offering of Common Stock
On May 14, 2020, Equinix, Inc. ("Equinix") issued and sold 2,587,500 shares (the
"Shares") of Equinix's common stock, par value $0.001 per share, pursuant to an
underwriting agreement dated May 11, 2020 (the "Underwriting Agreement") between
Equinix and Morgan Stanley & Co. LLC, 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
"Underwriters"). The Shares include the full exercise of the Underwriters'
option to purchase an additional 337,500 shares pursuant to the Underwriting
Agreement. The Shares were sold in a public offering pursuant to a Registration
Statement on Form S-3 (File No. 333-221380) (the "Registration Statement") and a
related prospectus and prospectus supplement, in each case filed with the
Securities and Exchange Commission. Equinix received estimated net proceeds from
the offering of approximately $1,684.1 million, after deducting underwriting
discounts and commissions and before estimated offering expenses. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein
by reference.
A copy of the opinion of Davis Polk & Wardwell LLP relating to the validity of
the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into
the Registration Statement.
A copy of the opinion of Sullivan & Worcester LLP as to certain tax matters
relating to the Shares is filed as Exhibit 8.1 hereto and is incorporated by
reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated May 11, 2020, between Equinix, Inc.
and Morgan Stanley & Co. LLC, 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
5.1 Opinion of Davis Polk & Wardwell LLP
8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters
23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2 Consent of Sullivan & Worcester LLP (included in Exhibit 8.1)
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document
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