Item 1.01 Entry into a Material Definitive Agreement
Issuance of 1.450% Senior Notes due 2026, 2.000% Senior Notes due 2028, 2.500%
Senior Notes due 2031 and 3.400% Senior Notes due 2052
On May 3, 2021, Equinix, Inc. ("Equinix") issued and sold $700 million aggregate
principal amount of its 1.450% Senior Notes due 2026 (the "2026 Notes"), $400
million aggregate principal amount of its 2.000% Senior Notes due 2028 (the
"2028 Notes"), $1 billion aggregate principal amount of its 2.500% Senior Notes
due 2031 (the "2031 Notes" or the "Green Notes") and $500 million aggregate
principal amount of its 3.400% Senior Notes due 2052 (the "2052 Notes," and,
together with the 2026, 2028 and 2031 Notes, the "Notes"), pursuant to an
underwriting agreement dated May 3, 2021 (the "Underwriting Agreement") among
Equinix and the several underwriters named in Schedule II thereto.
The 2026 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 Sixteenth Supplemental Indenture dated
May 17, 2021 (the "Sixteenth Supplemental Indenture," and, together with the
Base Indenture, the "2026 Indenture") between Equinix and the Trustee. The 2028
Notes were issued pursuant to the Base Indenture, as supplemented by the
Seventeenth Supplemental Indenture dated May 17, 2021 (the "Seventeenth
Supplemental Indenture," and, together with the Base Indenture, the "2028
Indenture") between Equinix and the Trustee. The 2031 Notes were issued pursuant
to the Base Indenture, as supplemented by the Eighteenth Supplemental Indenture
dated May 17, 2021 (the "Eighteenth Supplemental Indenture," and, together with
the Base Indenture, the "2028 Indenture") between Equinix and the Trustee. The
2052 Notes were issued pursuant to the Base Indenture, as supplemented by the
Nineteenth Supplemental Indenture dated May 17, 2021 (the "Nineteenth
Supplemental Indenture," and, together with the Base Indenture, the "2052
Indenture") between Equinix and the Trustee. The 2026 Indenture, 2028 Indenture,
2031 Indenture and 2052 Indenture are referred to herein as the "Indentures".
The Notes were offered pursuant to Equinix's Registration Statement on Form S-3
(No. 333-249763) (the "Registration Statement"), which became effective upon
filing with the Securities and Exchange Commission on October 30, 2020,
including the prospectus contained therein dated October 30, 2020, a preliminary
prospectus supplement dated May 3, 2021 and a final prospectus supplement dated
May 3, 2021.
The 2026 Notes will bear interest at the rate of 1.450% per annum and will
mature on May 15, 2026. The 2028 Notes will bear interest at the rate of 2.000%
per annum and will mature on May 15, 2028. The 2031 Notes will bear interest at
the rate of 2.500% per annum and will mature on May 15, 2031. The 2052 Notes
will bear interest at the rate of 3.400% per annum and will mature on
February 15, 2052. Interest on the 2026, 2028 and 2031 Notes is payable in cash
on May 15 and November 15 of each year, beginning on November 15, 2021. Interest
on the 2052 Notes is payable in cash on February 15 and August 15 of each year,
beginning on February 15, 2022.
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 2026 Notes are redeemed on or after
April 15, 2026, the 2028 Notes are redeemed on or after March 15, 2028, the 2031
Notes are redeemed on or after February 15, 2031 or the 2052 Notes are redeemed
on or after August 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 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 intends to use the net proceeds from the offering of the 2026 Notes, the
2028 Notes, and the 2052 Notes, together with the net proceeds from the offering
of the Green Notes, to repay approximately $642.7 million of its senior
unsecured multicurrency term loan facility (the "Term Loan Facility") and to
fund the redemption of all of its outstanding $1.25 billion aggregate principal
amount 5.375% Senior Notes due 2027. Equinix expects to use the remaining net
proceeds from the 2026 Notes, 2028 Notes and 2052 Notes for general corporate
purposes. Pending such use, Equinix may invest the net proceeds in short-term
investments, including cash, cash equivalents and/or marketable securities.
Equinix intends to allocate an amount equal to the net proceeds from the
offering of the Green Notes to finance or refinance, in whole or in part,
recently completed or future Eligible Green Projects, with disbursements
covering project expenditures for up to two years preceding the issuance date of
the Green Notes and until and including the maturity date of the Green Notes,
including the development and redevelopment of such projects. Pending the
allocation of an amount equal to the net proceeds from the offering of the Green
Notes to Eligible Green Projects, Equinix expects to temporarily use the net
proceeds from the offering of the Green Notes for the repayment of a portion of
its Term Loan Facility and the redemption of its 5.375% Senior Notes due 2027.
The above descriptions of the Indentures and the Notes are qualified in their
entirety by reference to the Base Indenture and the Sixteenth Supplemental
Indenture, Seventeenth Supplemental Indenture, Eighteenth Supplemental Indenture
and Nineteenth Supplemental Indenture (including the forms of the Notes included
therein). A copy of the Base Indenture, Sixteenth Supplemental Indenture,
Seventeenth Supplemental Indenture, Eighteenth Supplemental Indenture,
Nineteenth 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 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
4.1 Indenture, dated as of December 12, 2017, between Equinix, Inc. and
U.S. Bank National Association, as trustee
4.2* Sixteenth Supplemental Indenture, dated as of May 17, 2021, between
Equinix, Inc. and U.S. Bank National Association, as trustee
4.3* Form of 1.450% Senior Note due 2026 (included in Exhibit 4.2)
4.4* Seventeenth Supplemental Indenture, dated as of May 17, 2021, between
Equinix, Inc. and U.S. Bank National Association, as Trustee
4.5* Form of 2.000% Senior Note due 2028 (included in Exhibit 4.4)
4.6* Eighteenth Supplemental Indenture, dated May 17, 2021, between
Equinix, Inc. and U.S. Bank National Association, as Trustee
4.7* Form of 2.500% Senior Note due 2031 (included in Exhibit 4.6)
4.8* Nineteenth Supplemental Indenture, dated May 17, 2021, between
Equinix, Inc. and U.S. Bank National Association, as Trustee
4.9* Form of 3.400% Senior Note due 2052 (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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