Item 1.01 Entry into a Material Definitive Agreement
Issuance of 1.250% Senior Notes due 2025, 1.800% Senior Notes due 2027, 2.150%
Senior Notes due 2030 and 3.000% Senior Notes due 2050
On June 22, 2020, Equinix, Inc. ("Equinix") issued and sold $500,000,000
aggregate principal amount of its 1.250% Senior Notes due 2025 (the "2025
Notes"), $500,000,000 aggregate principal amount of its 1.800% Senior Notes due
2027 (the "2027 Notes"), $1,100,000,000 aggregate principal amount of its 2.150%
Senior Notes due 2030 (the "2030 Notes"), and $500,000,000 aggregate principal
amount of its 3.000% Senior Notes due 2050 (the "2050 Notes," and together with
the 2025 Notes, the 2027 Notes and the 2030 Notes, the "Notes"), pursuant to an
underwriting agreement dated June 8, 2020 (the "Underwriting Agreement") among
Equinix and BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan
Securities LLC, as representatives of the several underwriters named in Schedule
II thereto.
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 Seventh Supplemental Indenture dated
June 22, 2020 (the "Seventh Supplemental Indenture," and, together with the Base
Indenture, the "2025 Indenture") among Equinix and the Trustee. The 2027 Notes
were issued pursuant to the Base Indenture, as supplemented by the Eighth
Supplemental Indenture dated June 22, 2020 (the "Eighth Supplemental Indenture,"
and, together with the Base Indenture, the "2027 Indenture") among Equinix and
the Trustee. The 2030 Notes were issued pursuant to the Base Indenture, as
supplemented by the Ninth Supplemental Indenture dated June 22, 2020 (the "Ninth
Supplemental Indenture," and, together with the Base Indenture, the "2030
Indenture") among Equinix and the Trustee. The 2050 Notes were issued pursuant
to the Base Indenture, as supplemented by the Tenth Supplemental Indenture dated
June 22, 2020 (the "Tenth Supplemental Indenture," and, together with the Base
Indenture, the "2050 Indenture"). The 2025 Indenture, the 2027 Indenture, 2030
Indenture, and 2050 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 June 8, 2020 and a final prospectus supplement dated
June 8, 2020.
The 2025 Notes will bear interest at the rate of 1.250% per annum and will
mature on July 15, 2025. The 2027 Notes will bear interest at the rate of 1.800%
per annum and will mature on July 15, 2027. The 2030 Notes will bear interest at
the rate of 2.150% per annum and will mature on July 15, 2030. The 2050 Notes
will bear interest at the rate of 3.000% per annum and will mature on July 15,
2050. Interest on the Notes is payable in cash on January 15 and July 15 of each
year, beginning on January 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 June 15, 2025, the 2027
Notes are redeemed on or after May 15, 2027, the 2030 Notes are redeemed on or
after April 15, 2030 or the 2050 Notes are redeemed on or after January 15,
2050, 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.
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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 expects to use a portion of the net proceeds from the sale of the Notes
to fund the redemption of all of its outstanding €750,000,000 2.875% Senior
Notes due 2024 and its outstanding $1,100,000,000 5.875% Senior Notes due 2026,
including, in each case, the payment of premiums and accrued interest to the
redemption date. Equinix expects to use any remaining net proceeds from the sale
of the Notes 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 Seventh Supplemental
Indenture, Eighth Supplemental Indenture, Ninth Supplemental Indenture and Tenth
Supplemental Indenture (including the forms of the Notes included therein). A
copy of the Base Indenture, Seventh Supplemental Indenture, Eighth Supplemental
Indenture, Ninth Supplemental Indenture and Tenth Supplemental Indenture and the
forms of the Notes are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8,
and 4.9, 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
1.1* Underwriting Agreement, dated June 8, 2020, between Equinix, Inc.
and BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan
Securities LLC, as representatives of the several underwriters named
in Schedule II thereto
4.1 Indenture, dated as of December 12, 2017, between Equinix, Inc. and
U.S. Bank National Association, as trustee
4.2* Seventh Supplemental Indenture, dated as of June 22, 2020, among
Equinix, Inc. and U.S. Bank National Association, as trustee
4.3* Form of 1.250% Senior Note due 2025 (included in Exhibit 4.2)
4.4* Eighth Supplemental Indenture, dated as of June 22, 2020, among
Equinix, Inc. and U.S. Bank National Association, as trustee
4.5* Form of 1.800% Senior Note due 2027 (included in Exhibit 4.4)
4.6* Ninth Supplemental Indenture, dated as of June 22, 2020, among
Equinix, Inc. and U.S. Bank National Association, as trustee
4.7* Form of 2.150% Senior Note due 2030 (included in Exhibit 4.6)
4.8* Tenth Supplemental Indenture, dated as of June 22, 2020, among
Equinix, Inc. and U.S. Bank National Association, as trustee
4.9* Form of 3.000% Senior Note due 2050 (included in Exhibit 4.8)
5.1* Opinion of Davis Polk & Wardwell LLP
23.1* Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document
* Filed herewith
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