UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
On October 27, 2023, Equinix, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Equity Distribution Agreement dated as of November 4, 2022, by and among the Company, Managers, Forward Purchasers and Forward Sellers named therein (such agreement, as amended, the “Equity Distribution Agreement”). The Amendment provides that Banco Santander, S.A. will be appointed as a Forward Purchaser and Santander US Capital Markets LLC will be appointed as a Forward Seller under the Equity Distribution Agreement.
The Amendment did not change the maximum aggregate offering amount of the shares of the Company’s common stock that may be sold pursuant to the Equity Distribution Agreement, which remains at $1,500,000,000, including shares of common stock that have previously been sold under the Equity Distribution Agreement.
The legal opinion of Davis Polk & Wardwell LLP relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The legal opinion of Sullivan & Worcester LLP relating to tax matters is filed as Exhibit 8.1 to this Current Report on Form 8-K.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 8.1 | Opinion of Sullivan & Worcester LLP | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Sullivan & Worcester LLP (included in Exhibit 8.1) | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
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.
| EQUINIX, INC. | ||
| By: | /s/ Keith D. Taylor | |
| Keith D. Taylor | ||
| Chief Financial Officer | ||
DATE: October 27, 2023