SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 11, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
One Lagoon Drive
(Address of Principal Executive Offices)
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.001 per share||EQIX||The Nasdaq Stock Market LLC|
|0.250% Senior Notes due 2027||The Nasdaq Stock Market LLC|
|1.000% Senior Notes due 2033||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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
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
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|DATE: June 14, 2021|
By:/s/ KEITH D. TAYLOR
Keith D. Taylor
Chief Financial Officer
Equinix and GIC to Add $3.9B to Expand xScale Data Center Program
Two-Year-Old Program to Grow to 32 Facilities Globally, Enabling the Largest Technology Companies to Expand on Platform Equinix
REDWOOD CITY, Calif. – June 14, 2021 – Equinix, Inc. (Nasdaq: EQIX), the world’s digital infrastructure companyTM, today announced agreements for additional joint ventures in the form of limited liability partnerships with GIC, Singapore’s sovereign wealth fund, which when closed and built out will bring the xScaleTM data center portfolio to greater than $6.9 billion across 32 facilities globally.
xScale data centers add to Equinix’s global platform of more than 220 International Business Exchange™ (IBX®) data centers by serving the unique core workload deployment needs of a targeted group of hyperscale companies, including the world’s largest cloud service providers. After deal closing and buildout, the xScale data center portfolio will span three regions:
•Europe: Dublin (three xScale data centers), Frankfurt (five xScale data centers), Helsinki (one xScale data center), London (two xScale data centers), Madrid (two xScale data centers), Milan (one xScale data center), Paris (four xScale data centers) and Warsaw (one xScale data center)
•Asia-Pacific: Osaka (three xScale data centers) and Tokyo (three xScale data centers)
•Americas: Mexico City (one xScale data center) and São Paulo (three xScale data centers)
•Three additional sites are expected to be announced at a future date
Said Charles Meyers, CEO of Equinix: “For years, the world’s largest cloud service providers, including Alibaba Cloud, Amazon Web Services, Google Cloud, IBM Cloud, Microsoft Azure and Oracle Cloud Infrastructure, have partnered with Equinix to leverage its global platform of more than 220 data centers to directly connect to their strategic business partners and customers. With our xScale program, these hyperscalers can continue to grow at Equinix while in close proximity to an ecosystem of 10,000 customers. The joint venture arrangement of xScale enables these large deployments to be structured in an off-balance sheet model that aims to preserve capital for investment in our traditional retail data center and digital infrastructure business and maintain our strategic and financial flexibility.”
•It is expected that the xScale portfolio of 32 facilities will provide more than 600 megawatts (MW) of power capacity when fully built out.
•With xScale data centers, hyperscale companies can add core deployments to their existing access point footprints at Equinix, enabling their growth on a single platform that can immediately span 63 global metros and offer direct interconnection—within a vibrant set of ecosystems—to their customers and strategic business partners.
•Platform Equinix® features more than 40% of the private on-ramps to the top global cloud service providers – more than any other provider. As hyperscale companies scale their operations at Equinix, the ecosystem of nearly 10,000 enterprises and other companies currently operating at Equinix benefit from increased opportunities to directly connect and operate in proximity to the largest global cloud operators.
•Equinix is a leader in data center sustainability and is greening the supply chains of its customers. Equinix’s long-term goal of using 100% clean and renewable energy for its global platform has resulted in significant increases in renewable energy coverage globally. Equinix has continued to make advancements in the way it designs, builds and operates its data centers with high energy-efficiency standards, and all xScale data centers will be LEED certified (or regional equivalent certification).
•The JV projects in today’s announcement are expected to close in several waves over the course of 2021, pending regulatory approval and other closing conditions.
•Under the terms of the JV agreements, GIC will own an 80% equity interest in the future joint ventures and Equinix will own the remaining 20% equity interest.
•Jabez Tan, Head of Research, Structure Research:
“By building upon the xScale portfolio, Equinix is well-positioned to further accelerate the adoption of hybrid and multicloud as the IT architecture of choice for today’s businesses, while meeting hyperscalers’ needs for operational reliability, global reach and interconnectivity to rich ecosystems that are critical to serving their customers worldwide.”
•Hyperscale Data Center Expansion Goes into Hyperdrive [Equinix Blog]
•Hyperscale Connectivity Drives $3 Billion in Data Center Projects by Equinix and JV Partners [press release]
•Equinix and GIC to Form Greater than US$1.0 Billion Joint Venture to Develop and Operate Hyperscale Data Centers in Japan [press release]
•Equinix and GIC Complete Formation of Greater than US$1.0 Billion European Data Center Joint Venture [press release]
•How Hyperscale Data Centers Can Power Cloud Provider Success [Equinix Blog]
•Powering Digital Leaders [e-book]
Equinix (Nasdaq: EQIX) is the world’s digital infrastructure company, enabling digital leaders to harness a trusted platform to bring together and interconnect the foundational infrastructure that
powers their success. Equinix enables today’s businesses to access all the right places, partners and possibilities they need to accelerate advantage. With Equinix, they can scale with agility, speed the launch of digital services, deliver world-class experiences and multiply their value.
This press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements. Factors that might cause such differences include, but are not limited to, risks related to Equinix’s ability to complete the closing of the joint ventures on the proposed terms and schedule; risks related to Equinix or GIC being able to satisfy their respective closing conditions related to the joint ventures, including obtaining regulatory approval; any inability of Equinix, GIC or the joint ventures to obtain financing as needed; risks related to whether the data centers which will be contributed to the joint ventures will be integrated successfully, and whether such integration may be more difficult, time-consuming or costly than expected; risks that the expected benefits of the joint ventures 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 ventures 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. In particular, see recent Equinix quarterly and annual reports filed with the Securities and Exchange Commission, copies of which are available upon request from Equinix. Equinix does not assume any obligation to update the forward-looking information contained in this press release.
Equinix Media Relations (Global)
Equinix Investor Relations