Item 7.01 Regulation FD Disclosure.

On June 1, 2021, Switch, Inc. ("Switch") issued a press release announcing that, subject to market conditions, its subsidiary Switch, Ltd. (the "Issuer") intends to offer for sale $430 million in aggregate principal amount of its senior unsecured notes due 2029 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Issuer intends to use the net proceeds from the offering of the Notes to fund the purchase price for the acquisition (the "Acquisition") of Data Foundry, Inc. ("Data Foundry") pursuant to an Interest Purchase Agreement, dated as of May 3, 2021 (the "Purchase Agreement"), among the Issuer, Data Foundry, Waterloo, Inc. and certain persons listed therein and to pay fees and expenses in connection with the Acquisition.

The Acquisition expands the Switch portfolio to 16 operational data centers across six locations and will anchor the company's Fifth Prime data center campus. The Acquisition will also add over 400 customer logos, offering robust cross-selling opportunities and the potential for significant customer expansion. Switch's management estimates that Adjusted EBITDA for Data Foundry for the twelve months ended March 31, 2021 was approximately $19.3 million.

If (i) the consummation of the Acquisition does not occur on or before July 31, 2021 (or such later date if the end date is extended under the Purchase Agreement) (the "End Date") or (ii) the Issuer determines that the consummation of the Acquisition will not occur on or before the End Date, then the Issuer will be required to redeem all of the outstanding Notes at a redemption price equal to 100% of the principal amount of the outstanding Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The information included in this Item 7.01 and in 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 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

This Current Report on Form 8-K does not and shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit
  No.        Description

99.1           Press release of Switch, Inc., dated June 1, 2021

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

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