UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 24, 2021

EQUINIX, INC.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨  

Issuance of 0.250% Senior Notes due 2027 and 1.000% Senior Notes due 2033

On March 10, 2021, Equinix, Inc. (“Equinix”) issued and sold €500 million aggregate principal amount of its 0.250% Senior Notes due 2027 (the “2027 Notes”) and €600 million aggregate principal amount of its 1.000% Senior Notes due 2033 (the “2033 Notes,” and, together with the 2027 Notes, the “Notes”), pursuant to an underwriting agreement dated February 24, 2021 (the “Underwriting Agreement”) among Equinix and the several underwriters named in Schedule II thereto.

The 2027 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 Fourteenth Supplemental Indenture dated March 10, 2021 (the “Fourteenth Supplemental Indenture,” and, together with the Base Indenture, the “2027 Indenture”) between Equinix and the Trustee. The 2033 Notes were issued pursuant to the Base Indenture, as supplemented by the Fifteenth Supplemental Indenture dated March 10, 2021 (the “Fifteenth Supplemental Indenture,” and, together with the Base Indenture, the “2033 Indenture”) between Equinix and the Trustee. The 2027 Indenture and 2033 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 February 24, 2021 and a final prospectus supplement dated February 25, 2021.

The 2027 Notes will bear interest at the rate of 0.250% per annum and will mature on March 15, 2027. The 2033 Notes will bear interest at the rate of 1.000% per annum and will mature on March 15, 2033. Interest on the Notes is payable in cash on March 15 of each year, beginning on March 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 2027 Notes are redeemed on or after January 15, 2027 or the 2033 Notes are redeemed on or after December 15, 2032, 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 expects to use an amount equal to the net proceeds from the offering of the 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 notes and until and including the maturity date of the notes, including the development and redevelopment of such projects. Pending the allocation of an amount equal to the net proceeds from this offering to Eligible Green Projects, Equinix will temporarily use €509.4 million of the net proceeds of the offering of the notes to fund the redemption of all of its outstanding 2.875% Euro Senior Notes due 2026, including the payment of the premium and accrued interest to the redemption date, and may use all or a portion of an amount of the remaining net proceeds from the offering of the notes to temporarily fund the acquisition of additional properties or businesses, fund development opportunities, invest in interest-bearing accounts and short-term, interest-bearing securities which are consistent with its intention to qualify as a REIT for U.S. federal income tax purposes, and to provide for working capital and other general corporate purposes, including but not limited to (potentially for) the repayment of other debt, or the redemption, repurchase, repayment or retirement of outstanding equity or other debt securities, or a combination of the foregoing.

The above descriptions of the Indentures and the Notes are qualified in their entirety by reference to the Base Indenture and the Fourteenth Supplemental Indenture and Fifteenth Supplemental Indenture (including the forms of the Notes included therein). A copy of the Base Indenture, Fourteenth Supplemental Indenture and Fifteenth Supplemental Indenture and the forms of the Notes are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, 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.

The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 8.01.

(d) Exhibits

SIGNATURES

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: March 11, 2021