Item 1.01 Entry into a Material Definitive Agreement
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.
Item 8.01 Other Events
The information related to the Underwriting Agreement in Item 1.01 of this Form
8-K is hereby incorporated by reference into this Item 8.01. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
1.1* Underwriting Agreement, dated November 6, 2019, between Equinix, Inc. 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
4.1 Indenture, dated as of December 12, 2017, between Equinix, Inc. and U.S.
Bank National Association, as trustee
4.2* Fourth Supplemental Indenture, dated as of November 18, 2019, among
Equinix, Inc. and U.S. Bank National Association, as trustee
4.3* Form of 2.625% Senior Notes due 2024 (included in Exhibit 4.2)
4.4* Fifth Supplemental Indenture, dated as of November 18, 2019, among
Equinix, Inc. and U.S. Bank National Association, as trustee
4.5* Form of 2.900% Senior Notes due 2026 (included in Exhibit 4.4)
4.6* Sixth Supplemental Indenture, dated as of November 18, 2019, among
Equinix, Inc. and U.S. Bank National Association, as trustee
4.7* Form of 3.200% Senior Notes due 2029 (included in Exhibit 4.6)
5.1* Opinion of Davis Polk & Wardwell LLP
23.1* Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
Cover Page Interactive Data File - the cover page iXBRL tags are embedded
104 within the Inline XBRL document
* Filed herewith
© Edgar Online, source Glimpses