Issuer Free Writing Prospectus dated September 23, 2020
(Relating to Preliminary Prospectus Supplement dated September 23, 2020)
Filed Pursuant to Rule 433
Registration Statement No. 333-221380

 

 

Equinix, Inc.

 

This Final Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Final Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Preliminary Prospectus Supplement.

 

1.000% Senior Notes due 2025

 

Issuer:

Equinix, Inc. (“Equinix” or the “Issuer”)

 

 

Securities:

1.000% Senior Notes due 2025 (the “2025 notes”)

 

 

Principal Amount:

$700,000,000

 

 

Coupon (Interest Rate):

1.000% per annum

 

 

Yield to Maturity:

1.021%

 

 

Benchmark Treasury:

UST 0.25% due August, 2025

 

 

Benchmark Treasury Price and Yield:

99-28 ¾ ; 0.271%

 

 

Spread to Benchmark Treasury:

+75 bps

 

 

Scheduled Maturity Date:

September 15, 2025

 

 

Public Offering Price:

99.899% plus accrued interest, if any, from October 7, 2020.

 

 

Gross Proceeds to Issuer before Estimated Expenses:

$699,293,000

 

 

Interest Payment Dates:

March 15 and September 15 of each year, commencing on March 15, 2021.

 

 

Interest Record Dates:

March 1 and September 1 of each year.

 


 

Optional Redemption:

The Issuer may redeem at its election, at any time or from time to time, some or all of the 2025 notes before they mature. The redemption price will equal the sum of (1) an amount equal to one hundred percent (100%) of the principal amount of the 2025 notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (2) a make-whole premium. Notwithstanding the foregoing, if the 2025 notes are redeemed on or after August 15, 2025 (one month prior to the maturity date of the 2025 notes) (such date, the “2025 First Par Call Date”), the redemption price will not include a make-whole premium.

 

The Issuer will calculate the make-whole premium with respect to any 2025 notes redeemed before the 2025 First Par Call Date, as the excess, if any, of:

 

1.                                      the aggregate present value as of the date of such redemption of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such dollar if such redemption had been made on the 2025 First Par Call Date, in each case determined by discounting, on a semiannual basis, such principal and interest at the 2025 Reinvestment Rate (determined on the third business day preceding the date such notice of redemption is given) from the respective dates on which such principal and interest would have been payable if such redemption had been made on the 2025 First Par Call Date; over

 

2.                                      the principal amount of such 2025 note.

 

 

 

2025 Reinvestment Rate” means 15 basis points, plus the arithmetic mean (rounded to the nearest 1/100th of a percentage point) of the yields for the immediately preceding full week published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available prior to the date of determining the make-whole premium (or if such statistical release is no longer published, any such other reasonably comparable index which shall be designated by the Issuer) most nearly equal to the 2025 First Par Call Date. If no maturity exactly corresponds to the 2025 First Par Call Date, the 2025 Reinvestment Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields for the two published maturities most closely corresponding to such date (for the avoidance of doubt, with such two published maturities being the published maturity occurring most closely before such date and the published maturity occurring most closely after such date).

 

Neither the Trustee nor any paying agent shall have any obligation to calculate or verify the calculation of the make-whole premium.

 


 

CUSIP:

29444U BK1

 

 

ISIN:

US29444UBK16

 

1.550% Senior Notes due 2028

 

Issuer:

Equinix

 

 

Securities:

1.550% Senior Notes due 2028 (the “2028 notes” and, together with the 2025 notes, the “green notes”)

 

 

Principal Amount:

$650,000,000

 

 

Coupon (Interest Rate):

1.550% per annum

 

 

Yield to Maturity:

1.563%

 

 

Benchmark Treasury:

UST 0.5% due August, 2027

 

 

Benchmark Treasury Price and Yield:

100-08; 0.463%

 

 

Spread to Benchmark Treasury:

+110 bps

 

 

Scheduled Maturity Date:

March 15, 2028

 

 

Public Offering Price:

99.909% plus accrued interest, if any, from October 7, 2020.

 

 

Gross Proceeds to Issuer before Estimated Expenses:

$649,408,500

 

 

Interest Payment Dates:

March 15 and September 15 of each year, commencing on March 15, 2021.

 

 

Interest Record Dates:

March 1 and September 1 of each year.

 

 

Optional Redemption:

The Issuer may redeem at its election, at any time or from time to time, some or all of the 2028 notes before they mature. The redemption price will equal the sum of (1) an amount equal to one hundred percent (100%) of the principal amount of the 2028 notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (2) a make-whole premium. Notwithstanding the foregoing, if the 2028 notes are redeemed on or after January 15, 2028 (two months prior to the maturity date of the 2028 notes) (such date, the “2028 First Par Call Date”), the redemption price will not include a make-whole premium.

 

The Issuer will calculate the make-whole premium with respect to any 2028 notes redeemed before the 2028 First Par Call Date, as the excess, if any, of:

 

1.                                      the aggregate present value as of the date of such redemption of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such dollar if such redemption had been made on

 


 

 

the 2028 First Par Call Date, in each case determined by discounting, on a semiannual basis, such principal and interest at the 2028 Reinvestment Rate (determined on the third business day preceding the date such notice of redemption is given) from the respective dates on which such principal and interest would have been payable if such redemption had been made on the 2028 First Par Call Date; over

 

2.                                      the principal amount of such 2028 note.

 

 

 

2028 Reinvestment Rate” means 20 basis points, plus the arithmetic mean (rounded to the nearest 1/100th of a percentage point) of the yields for the immediately preceding full week published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available prior to the date of determining the make-whole premium (or if such statistical release is no longer published, any such other reasonably comparable index which shall be designated by the Issuer) most nearly equal to the 2028 First Par Call Date. If no maturity exactly corresponds to the 2028 First Par Call Date, the 2028 Reinvestment Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields for the two published maturities most closely corresponding to such date (for the avoidance of doubt, with such two published maturities being the published maturity occurring most closely before such date and the published maturity occurring most closely after such date).

 

Neither the Trustee nor any paying agent shall have any obligation to calculate or verify the calculation of the make-whole premium.

 

 

CUSIP:

29444U BL9

 

 

ISIN:

US29444UBL98

 

2.950% Senior Notes due 2051

 

Issuer:

Equinix

 

 

Securities:

2.950% Senior Notes due 2051 (the “2051 notes” and, together with the 2025 notes and the 2028 notes, the “notes”)

 

 

Principal Amount:

$500,000,000

 

 

Coupon (Interest Rate):

2.950% per annum

 

 

Yield to Maturity:

2.978%

 

 

Benchmark Treasury:

UST 1.25% due May, 2050

 

 

Benchmark Treasury Price and Yield:

95-23; 1.428%

 


 

Spread to Benchmark Treasury:

+155 bps

 

 

Scheduled Maturity Date:

September 15, 2051

 

 

Public Offering Price:

99.438%  plus accrued interest, if any, from October 7, 2020.

 

 

Gross Proceeds to Issuer before Estimated Expenses:

$497,190,000

 

 

Interest Payment Dates:

March 15 and September 15 of each year, commencing on March 15, 2021.

 

 

Interest Record Dates:

March 1 and September 1 of each year.

 

 

Optional Redemption:

The Issuer may redeem at its election, at any time or from time to time, some or all of the 2051 notes before they mature. The redemption price will equal the sum of (1) an amount equal to one hundred percent (100%) of the principal amount of the 2051 notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (2) a make-whole premium. Notwithstanding the foregoing, if the 2051 notes are redeemed on or after March 15, 2051 (six months prior to the maturity date of the 2051 notes) (such date, the “2051 First Par Call Date”), the redemption price will not include a make-whole premium.

 

The Issuer will calculate the make-whole premium with respect to any 2051 notes redeemed before the 2051 First Par Call Date, as the excess, if any, of:

 

1.                                      the aggregate present value as of the date of such redemption of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such dollar if such redemption had been made on the 2051 First Par Call Date, in each case determined by discounting, on a semiannual basis, such principal and interest at the 2051 Reinvestment Rate (determined on the third business day preceding the date such notice of redemption is given) from the respective dates on which such principal and interest would have been payable if such redemption had been made on the 2051 First Par Call Date; over

 

2.                                      the principal amount of such 2051 note.

 

 

 

2051 Reinvestment Rate” means 25 basis points, plus the arithmetic mean (rounded to the nearest 1/100th of a percentage point) of the yields for the immediately preceding full week published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available prior to the date of determining the make-whole premium (or if such statistical release is no longer published, any such other reasonably comparable index which shall be designated by the Issuer) most nearly equal to the 2051 First Par Call Date. If no maturity exactly corresponds to the 2051 First Par Call Date, the 2051 Reinvestment Rate will be obtained by linear interpolation

 


 

 

(calculated to the nearest one-twelfth of a year) from the yields for the two published maturities most closely corresponding to such date (for the avoidance of doubt, with such two published maturities being the published maturity occurring most closely before such date and the published maturity occurring most closely after such date).

 

Neither the Trustee nor any paying agent shall have any obligation to calculate or verify the calculation of the make-whole premium.

 

 

CUSIP:

29444U BM7

 

 

ISIN:

US29444UBM71

 

All Notes

 

 

 

Distribution:

SEC Registered (Registration No. 333-221380)

 

 

Listing:

None

 

 

Trade Date:

September 23, 2020

 

 

Settlement Date:

It is expected that delivery of the notes will be made against payment therefor on or about October 7, 2020, which is the tenth business day following the date of pricing of the notes (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next succeeding seven business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.

 

 

Use of Proceeds:

As set forth in the Preliminary Prospectus Supplement, including, with respect to the green notes, the intended allocation of an amount equal to the net proceeds of the offering of such green notes to Eligible Green Projects as described in the Preliminary Prospectus Supplement.

 

 

Joint Book-Running Managers:

Goldman Sachs & Co. LLC
ING Financial Markets LLC
RBC Capital Markets, LLC
TD Securities (USA) LLC

 

 

Bookrunners:

BofA Securities, Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

MUFG Securities Americas Inc.

SMBC Nikko Securities America, Inc.

Deutsche Bank Securities Inc.

HSBC Securities (USA) Inc.

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BNP Paribas Securities Corp.

Mizuho Securities USA LLC

Scotia Capital (USA) Inc.

 

 

Co-Managers:

PNC Capital Markets LLC               

U.S. Bancorp Investments, Inc.

Wells Fargo Securities, LLC

 


 

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates.  Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus and, when available, the final prospectus supplement relating to this offering may be obtained from Goldman Sachs & Co. LLC at (866) 471-2526 (toll free), ING Financial Markets LLC at (646) 424-8972 (collect), RBC Capital Markets, LLC at (866) 375-6829 (toll free) and TD Securities (USA) LLC at (855) 495-9846 (toll free).

 

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED.  SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.