Item 7.01. Regulation FD Disclosure
On June 14, 2021, Equinix, Inc. ("Equinix") issued a press release that
includes, among other matters, information related to the Joint Venture, as
defined and described in Item 8.01 below and incorporated into this Item 7.01 by
reference. A copy of the press release is furnished as Exhibit 99.1 and is
incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section and shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act, except as otherwise stated in such filings.
Item 8.01 Other Events
On June 11, 2021, Equinix entered into an agreement to form a joint venture with
GIC, Singapore's sovereign wealth fund ("GIC") (the "Joint Venture") whereby,
upon closing, the Joint Venture will acquire sites in Europe and the Americas
for the development and operation of data centers by the Joint Venture, with an
opportunity to add more data centers to the Joint Venture post-closing. Pursuant
to the terms of the Joint Venture, upon closing, the sites will be acquired and
held by wholly-owned subsidiaries of EMEA Hyperscale 2 C.V., a limited
partnership formed and registered under the laws of the Netherlands, of which
Equinix will own a 20% interest and GIC will own an 80% interest.
The Joint Venture will comprise sites located in Frankfurt (3 data centers),
Helsinki, Madrid (2 data centers), Milan, Paris (2 data centers), Sao Paolo (3
data centers) and Warsaw, with the intention to add additional sites
post-closing and to establish a further joint venture in Mexico. After closing,
Equinix will provide a number of services to the Joint Venture, and the
development and operation of each of the data centers will be managed by
Equinix. The services will include the sales and marketing of space in the data
centers, managing the development of the data centers (and any expansions to
those data centers), facilities management of the data centers, and management
and coordination of the Joint Venture.
The Joint Venture plans to secure financing prior to closing to fund a portion
of the consideration paid to Equinix for the establishment of the Joint Venture
and the planned development of the sites, working capital needs and other
general corporate purposes of the Joint Venture.
The closing of the Joint Venture is subject to conditions including (i) certain
financing conditions, including the fulfilment by each of Equinix and GIC of
their funding obligations and obtaining certain external financing arrangements;
(ii) completion of pre-closing reorganization; and (iii) obtaining required
regulatory approvals.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and other
securities laws, including statements regarding the proposed Joint Venture and
the development of certain data centers. The forward-looking statements involve
risks and uncertainties. Actual results may differ materially from expectations
discussed in such forward-looking statements. Although Equinix believes that its
forward-looking statements are based on
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reasonable assumptions, expected results may not be achieved, and actual results
may differ materially from its expectations. Factors that might cause such a
material difference include, without limitations, risks related to Equinix's
ability to complete the closing of the Joint Venture on the proposed terms and
schedule; risks related to Equinix or GIC being able to satisfy their respective
closing conditions related to the Joint Venture, including obtaining regulatory
approval; any inability of Equinix, GIC or the Joint Venture to obtain financing
as needed; risks related to whether the data center sites which will be
contributed to the Joint Venture will be developed successfully, and whether
such development may be more difficult, time-consuming or costly than expected;
risks that the expected benefits of the Joint Venture will not occur; the
challenges of operating and managing data centers and developing, deploying and
delivering Equinix services; the ability to generate sufficient cash flow or
otherwise obtain funds to repay new or outstanding indebtedness; competition
from existing and new competitors; the loss or decline in business from key
hyperscale companies; disruption from the Joint Venture making it more difficult
to conduct business as usual or maintain relationships with customers, employees
or suppliers; and other risks described from time to time in Equinix's filings
with the Securities and Exchange Commission.
Equinix's forward-looking statements should not be relied upon except as
statements of Equinix's present intentions and of Equinix's present
expectations, which may or may not occur. Cautionary statements should be read
as being applicable to all forward-looking statements wherever they appear.
Except as required by law, Equinix undertakes no obligation to release publicly
the result of any revision to these forward-looking statements that may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers are also urged to carefully review
and consider the various disclosures Equinix has made in this Current Report on
Form 8-K, as well as Equinix's other filings with the Securities and Exchange
Commission. Equinix does not assume any obligation to update the forward-looking
information contained in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press release issued by Equinix on June 14, 2021
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded
within the Inline XBRL document
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