SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that may be important to you. Each section of this summary is qualified in its entirety by reference to the full discussions of related matters in the body of this proxy statement/prospectus, and Equinix and Switch and Data urge you to read carefully this proxy statement/prospectus, including the annexes, in its entirety. Unless stated otherwise, all references in this proxy statement/prospectus to Equinix are to Equinix, Inc. and all references to Switch and Data are to Switch & Data Facilities Company, Inc.

The Merger

Each of the boards of directors of Equinix and Switch and Data has approved a strategic merger of Equinix and Switch and Data. Equinix and Switch and Data have entered into an Agreement and Plan of Merger dated October 21, 2009 (the “Merger Agreement”) under which a wholly-owned subsidiary of Equinix will merge with and into Switch and Data, with Switch and Data thereupon becoming a wholly-owned subsidiary of Equinix.

A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. We encourage you to read the entire Merger Agreement carefully because it is the principal document governing the merger. For more information on the Merger Agreement, see “The Merger Agreement” beginning on page 62.

The Parties

Equinix, Inc.

301 Velocity Way, Fifth Floor

Foster City, CA 94404

Telephone: (650) 513-7000

Equinix provides global data center services that ensure the vitality of the information-driven world. Global enterprises, content and financial companies and more than 350 network service providers rely upon Equinix’s insight and expertise to protect and connect their most valued information assets. Equinix operates 45 International Business Exchange™ (IBX^®) data centers across 18 markets in North America, Europe and Asia-Pacific.

Switch & Data Facilities Company, Inc.

1715 North Westshore Boulevard, Suite 650

Tampa, FL 33607

Telephone: (813) 207-7700

Switch and Data is a premier provider of data centers that house, power and interconnect the Internet. Leading content companies, enterprises and communications service providers rely on Switch and Data to connect to customers and exchange Internet traffic. Switch and Data operates 34 sites in the U.S. and Canada.

Merger Sub

Sundance Acquisition Corporation, or “Merger Sub,” a wholly-owned subsidiary of Equinix, is a Delaware corporation formed on October 19, 2009 for the purpose of effecting the merger. Upon completion of the merger, Merger Sub will merge with and into Switch and Data, and Switch and Data will become a wholly-owned subsidiary of Equinix.

Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the merger.

 

What Switch and Data Stockholders Will Receive (see page 62)

At the effective time of the merger, each outstanding share of Switch and Data common stock will be converted into the right to receive (i) 0.19409 shares of Equinix common stock, (ii) $19.06 per share in cash or (iii) a combination of Equinix common stock and cash. In the event that your shares are converted into a combination of Equinix common stock and cash, the amounts of Equinix common stock and cash you receive will be determined as described below under “—Proration Procedures.” Switch and Data stockholders have the opportunity to elect whether they would prefer to receive 0.19409 shares of Equinix’s common stock or $19.06 in cash for each share of Switch and Data common stock that they hold. However, the Merger Agreement provides that notwithstanding such elections, the overall consideration to be paid by Equinix in the merger will consist 80% of Equinix common stock and 20% of cash. As a result, the relative amounts of Equinix common stock and cash to be paid to Switch and Data stockholders will be prorated to the extent necessary to achieve the required 80/20 ratio of stock and cash consideration.

Holders of Switch and Data common stock will not receive any fractional Equinix shares in the merger. Instead, the total number of shares that each holder of Switch and Data common stock will receive in the merger will be rounded down to the nearest whole number, and Equinix will pay cash for any resulting fractional share that a Switch and Data stockholder otherwise would be entitled to receive. The amount of cash payable for a fractional share of Equinix common stock will be determined by multiplying the fraction by the closing price for Equinix common stock on The Nasdaq Stock Market on the date that the merger becomes effective.

Proration Procedures

If the holders of 80% or less of Switch and Data’s non-dissenting shares make an election to receive Equinix common stock in the merger (a “Stock Election”) and holders of 20% or less of Switch and Data’s non-dissenting shares make an election to receive cash in the merger (a “Cash Election”), the relative amounts of Equinix common stock and cash to be paid in the merger will not be prorated except as described below under “—Cash/Stock Adjustment Mechanism to achieve reorganization treatment.” If instead holders of more than 80% of Switch and Data’s non-dissenting shares make a Stock Election or holders of more than 20% of Switch and Data’s non-dissenting shares make a Cash Election, the stock and cash consideration to be paid in the merger will be prorated as described below.

If you make a Stock Election. If you elect to receive Equinix common stock for your shares of Switch and Data common stock, then, subject to the further adjustment described below under “—Cash/Stock Adjustment Mechanism to achieve reorganization treatment”:

 

•

If Stock Elections are made with respect to more than 80% of Switch and Data’s non-dissenting shares, for each share of Switch and Data common stock that you hold you will receive a prorated amount of Equinix common stock and cash equal to:

 

–

the number of shares (or the fraction of a share) of Equinix common stock determined by multiplying (i) 0.19409 by (ii) a fraction, the numerator of which is 80% of the total number of non-dissenting shares as of the closing, and the denominator of which is the number of such shares as to which effective Stock Elections have been made; and

 

–

an amount in cash, without interest, equal to (i) $19.06 minus (ii) an amount determined by multiplying the number of shares (or the fraction of a share) of Equinix common stock determined pursuant to the immediately preceding bullet point by a fraction, the numerator of which is $19.06 and the denominator of which is 0.19409; and

 

•

If Stock Elections are made with respect to 80% or less of Switch and Data’s non-dissenting shares, you will not be prorated and will receive Equinix common stock for your shares of Switch and Data common stock.

 

If you make a Cash Election. If you elect to receive cash for your shares of Switch and Data common stock then, subject to the further adjustment described below under “—Cash/Stock Adjustment Mechanism to achieve reorganization treatment”:

 

•

If Cash Elections are made with respect to more than 20% of Switch and Data’s non-dissenting shares, for each share of Switch and Data common stock that you hold you will receive a prorated amount of cash and Equinix common stock equal to:

 

–

an amount in cash, without interest, determined by multiplying (i) $19.06 by (ii) a fraction, the numerator of which is 20% of the total number of non-dissenting shares as of the closing and the denominator of which is the total number of shares as to which effective Cash Elections have been made; and

 

–

that number of shares (or the fraction of a share) of Equinix common stock determined by multiplying (i) 0.19409 by (ii) a fraction, the numerator of which is $19.06 minus the amount of cash determined pursuant to the immediately preceding bullet point, and the denominator of which is $19.06; and

 

•

If Cash Elections are made with respect to 20% or less of Switch and Data’s non-dissenting shares, you will not be prorated and will receive cash for your shares of Switch and Data common stock.

If you do not make an election. If you do not make an election with respect to your shares of Switch and Data common stock then, subject to the further adjustment described below under “—Cash/Stock Adjustment Mechanism to achieve reorganization treatment”:

 

•

If Stock Elections are made with respect to more than 80% of Switch and Data’s non-dissenting shares, you will receive $19.06 in cash for each share of Switch and Data common stock that you hold;

 

•

If Cash Elections are made with respect to more than 20% of Switch and Data’s non-dissenting shares, you will receive 0.19409 shares of Equinix common stock for each share of Switch and Data common stock that you hold; and

 

•

If Stock Elections are made with respect to 80% or less of Switch and Data’s non-dissenting shares and Cash Elections are made with respect to 20% or less of Switch and Data’s non-dissenting shares, you may receive either 0.19409 shares of Equinix common stock or $19.06 in cash for the shares of Switch and Data common stock that you hold, or you may receive Equinix common stock for a portion of your Switch and Data shares and cash for the remainder. In such case, the determination of the consideration that you and other non-electing Switch and Data stockholders will receive will be made by the exchange agent by lot or by another reasonable method selected by Equinix.

Cash/Stock Adjustment Mechanism to achieve reorganization treatment. In addition to the proration procedures described above, the Merger Agreement also contains provisions designed to cause the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. To the extent necessary to achieve this treatment, after the application of the proration procedures described above, the merger consideration may be further adjusted such that a portion of the merger consideration otherwise payable to Switch and Data stockholders in cash is instead paid in Equinix common stock. We refer to this further adjustment mechanism as the “Cash/Stock Adjustment Mechanism.”

The Merger Agreement provides that the Cash/Stock Adjustment Mechanism will be applied if and only to the extent that, after application of the proration procedures described above, the parties’ counsel are unable to render their respective opinions that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In such event, the amount of cash payable with respect to each share of Switch and Data common stock otherwise entitled to receive cash will be proportionately

 

reduced (the “Cash Reduction Amount”), and shares of Equinix common stock will be substituted for such cash, to the minimum extent necessary to enable the tax opinions to be rendered. With respect to each share of Switch and Data common stock, the number of shares of Equinix common stock to be substituted for the Cash Reduction Amount will be equal to the Cash Reduction Amount divided by the average of the high and low stock prices of Equinix common stock on the closing date.

Election Procedure

This proxy statement/prospectus includes an election form pursuant to which Switch and Data stockholders may elect whether they would prefer to receive Equinix common stock or cash in exchange for their Switch and Data shares. The election record date is                     , 2010, the same date as the record date for the special meeting. If you were a holder of record of Switch and Data common stock on such date, you should carefully review and follow the instructions included in the election form. To make an election, you must properly complete, sign and send the election form to                     , the exchange agent, at the address listed in the election form. The exchange agent must receive your properly completed election form by 5:00 p.m. New York City time on the date of the special meeting. If the Merger Agreement is terminated, all election forms delivered to the exchange agent on or prior to the date of such termination will be automatically revoked.

Switch and Data stockholders who hold their shares in “street name” through a bank, broker or other nominee and wish to make an election should request instructions from the bank, broker or other nominee holding their shares on how to do so. “Street name” holders may have to submit their election to their bank, broker or other nominee prior to the election deadline and should therefore carefully read any materials they receive from their bank, broker or other nominee.

Reasons for the Merger (see page 38)

Switch and Data’s board of directors considered a number of factors in making its determination that the merger and the Merger Agreement are advisable and in the best interests of Switch and Data and its stockholders, including the following:

 

•

the 33.9% premium that the merger consideration represented to the closing price of Switch and Data’s common stock on October 20, 2009, the 12.12% pro forma ownership in Equinix that Switch and Data’s stockholders will receive as a result of the merger and the potential increase in such pro forma ownership that may result from the Cash/Stock Adjustment Mechanism;

 

•

the fact that Switch and Data’s stockholders will participate in the future growth of Equinix following the merger and will have the ability to benefit from the synergies that are expected to be realized as a result of the merger;

 

•

Switch and Data’s prospects as an independent company, including the risks associated with remaining independent;

 

•

the increased liquidity that Switch and Data’s stockholders will receive as stockholders of a larger organization, and the lower cost of capital that the combined company may have;

 

•

the fact that the combined company will be a leading provider of colocation services;

 

•

the opinion of Raymond James dated October 21, 2009 that, as of that date and based on and subject to various assumptions, matters considered and limitations described in its opinion, the consideration to be received by Switch and Data’s stockholders was fair, from a financial point of view, to such stockholders;

 

•

the terms of the Merger Agreement, including Switch and Data’s ability to respond to a superior proposal;

 

•

the likelihood of the merger being completed and the relatively limited nature of the closing conditions included in the Merger Agreement, including the lack of a financing condition and Equinix’s ability to finance the cash portion of the merger consideration from its cash on hand;

 

•

the fact that the stock portion of the merger consideration is expected to be tax-free to Switch and Data’s stockholders for U.S. federal income tax purposes to the extent their stock is exchanged for Equinix stock; and

 

•

the fact that no other potential acquiror or strategic partner had expressed an interest in engaging in a business combination or other strategic transaction that would represent greater value to Switch and Data’s stockholders than the merger with Equinix.

The additional factors that Switch and Data’s board of directors considered in making its determination, including certain countervailing factors and risks, are described under the section entitled “The Merger—Switch and Data’s Reasons for the Merger” beginning on page 38.

Recommendation to Switch and Data Stockholders

After careful consideration, the Switch and Data Board of Directors unanimously recommends that stockholders vote “FOR” the Merger Proposal and “FOR” the approval of any motion to adjourn or postpone the special meeting to another time or place if necessary to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal.

Opinion of Switch and Data’s Financial Advisor (see page 41)

On October 21, 2009, Switch and Data’s financial advisor, Raymond James & Associates, which we refer to as “Raymond James,” rendered its opinion that, as of such date and based upon and subject to various qualifications and assumptions described in its written opinion, the consideration to be received by the stockholders of Switch and Data as of October 21, 2009, was fair, from a financial point of view, to the holders of Switch and Data’s outstanding common stock.

The full text of the opinion of Raymond James, dated October 21, 2009, which sets forth assumptions made, matters considered and limits on the scope of review undertaken, is attached as Annex C to this proxy statement/prospectus. The summary of the opinion of Raymond James set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Holders of Switch and Data common stock are urged to read this opinion in its entirety. Raymond James’s opinion, which is addressed to the Switch and Data board of directors, is directed only to the fairness, from a financial point of view, of the merger consideration to be received by holders of Switch and Data common stock in connection with the proposed merger. Raymond James’s opinion does not constitute a recommendation to any holder of Switch and Data common stock as to how such stockholder should vote at the special meeting of Switch and Data stockholders, does not constitute a recommendation as to what form of consideration a stockholder should elect to receive, and does not address any other aspect of the proposed merger or any related transaction.

Interests of Certain Persons in the Merger (see page 50)

You should be aware that some of Switch and Data’s directors and executive officers have interests in the merger that are different from, or are in addition to, the interests of Switch and Data’s stockholders generally. These interests relate to securities held by such persons; employment agreements with certain of Switch and Data’s executive officers that contain severance arrangements; indemnification of Switch and Data’s directors and executive officers by Equinix following the merger; and the appointment of                     , currently one of Switch and Data’s directors, as a member of Equinix’s board of directors.

 

Treatment of Switch and Data Stock Options and Restricted Stock Awards (see page 66)

At the effective time of the merger, all outstanding Switch and Data employee stock options and restricted stock awards will be assumed by Equinix and converted into options and restricted stock awards of Equinix, as a result of which those options and awards will entitle the holder to receive Equinix common stock. The number of shares issuable under those options and awards, and the exercise prices in the case of options, will be adjusted based on the ratio of (i) the value of the aggregate merger consideration payable to holders of Switch and Data common stock as of the closing date divided by the number of such shares of stock, in each case excluding dissenting shares, to (ii) the closing price of Equinix common stock on The Nasdaq Stock Market on the closing date. The vesting schedule applicable to such options and awards will be the same vesting schedule that was applicable to them prior to the effective time, with appropriate adjustments, as needed, for performance-based conditions in the case of restricted stock awards that have such conditions.

Material U.S. Federal Income Tax Consequences (see page 54)

Equinix and Switch and Data have structured the merger as a “reorganization” for U.S. federal income tax purposes. Accordingly, holders of shares of Switch and Data common stock will generally not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their shares of Switch and Data common stock for Equinix common stock in the merger, except that gain or loss will be recognized on the receipt of cash in lieu of fractional shares and gain (but not loss) will be recognized to the extent of other cash received. The companies themselves will not recognize gain or loss as a result of the merger. It is a condition to the obligations of Equinix and Switch and Data to complete the merger that each receive a legal opinion from its outside counsel that the merger will be a reorganization for U.S. federal income tax purposes.

The U.S. federal income tax consequences described above may not apply to all holders of Switch and Data common stock, including certain holders specifically referred to on page 54. Your tax consequences will depend on your own situation. You should consult your tax advisor to determine the particular tax consequences of the merger to you.

Accounting Treatment (see page 53)

The merger will be accounted for as an acquisition by Equinix of Switch and Data under the acquisition method of accounting according to U.S. generally accepted accounting principles.

Appraisal Rights (see page 58)

Under Delaware law, Switch and Data stockholders will be entitled to appraisal rights with respect to the merger. To preserve their appraisal rights, Switch and Data stockholders who wish to exercise these rights must: (1) deliver a written demand for appraisal to Switch and Data prior to the time the vote is taken at the special meeting, (2) not vote their shares for the adoption and approval of the Merger Agreement, (3) continuously hold their shares from the date they make the demand for appraisal through the effective time of the merger and (4) comply with the other procedures set forth in Section 262 of the General Corporation Law of the State of Delaware, which is referred to in this proxy statement/prospectus as the “DGCL.”

The text of Section 262 of the DGCL governing appraisal rights is attached to this document as Annex D. Failure to comply with the procedures described in Annex D will result in the loss of appraisal rights. You are urged to carefully read the text of Section 262 governing appraisal rights and to consult your legal advisor.

 

Regulatory Matters (see page 57 and page 68)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), the transaction cannot be completed until the companies have made required notifications, given certain information and materials to the FTC and the Antitrust Division of the United States Department of Justice and the specified waiting period requirements have expired or been terminated. Equinix and Switch and Data each filed Notification and Report Forms with respect to the merger with the Antitrust Division and the FTC on November 4, 2009.

Equinix and Switch and Data have each agreed to use their reasonable efforts to take all actions necessary, proper or advisable under applicable law to complete the merger. However, Equinix is not required to agree to or carry out any divestiture, settlement, consent decree, license or imposition of any restriction on its ownership or operation of its or Switch and Data’s business or assets.

In addition, subject to certain conditions, either party can terminate the Merger Agreement if the merger has not been consummated on or before March 21, 2010; however, this deadline will be automatically extended to June 21, 2010 if all conditions to closing have been satisfied other than required antitrust and competition law approvals. Each of Equinix and Switch and Data has the right to terminate the Merger Agreement if any law makes the consummation of the merger illegal or if a final and nonappealable injunction is entered prohibiting Equinix or Switch and Data from consummating the merger.

Conditions to Completion of the Merger (see page 73)

Equinix and Switch and Data expect to complete the merger after all conditions to the merger in the Merger Agreement are satisfied or waived, including the receipt of stockholder approval at the Switch and Data special meeting and the receipt of all required regulatory approvals. Equinix and Switch and Data currently expect to complete the merger during the first quarter of 2010. However, it is possible that factors outside of either company’s control could cause the merger to be completed at a later time or not at all.

Each party’s obligation to complete the merger is subject to the satisfaction or waiver of various conditions, which include the following:

 

•

receipt of the approval of Switch and Data’s stockholders and, to the extent required as a result of the Cash/Stock Adjustment Mechanism, the approval of Equinix’s stockholders;

 

•

the absence of any legal prohibition preventing the consummation of the merger;

 

•

the expiration or termination of the waiting periods under applicable U.S. and foreign antitrust laws;

 

•

the effectiveness of the registration statement of which this proxy statement/prospectus is a part, and the registration statement not being subject to any stop order or threatened stop order;

 

•

the receipt of approval from The Nasdaq Stock Market for the listing of the Equinix common stock to be issued in connection with the merger;

 

•

the receipt of any other governmental approvals required to permit the consummation of the merger;

 

•

the other party having performed its covenants and other obligations under the Merger Agreement in all material respects;

 

•

the accuracy of the other party’s representations and warranties in the Merger Agreement, including the other party’s representation that no material adverse effect has occurred, in each case except for any inaccuracies that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the party making such representations and warranties; provided,

 

that in the case of Switch and Data’s representations and warranties relating to corporate existence and power, corporate authorization and capitalization, such representations and warranties must be true in all material respects;

 

•

the receipt of a certificate signed by an executive officer of the other party attesting to the accuracy of the other party’s representations and warranties as described in the immediately preceding bullet point; and

 

•

the receipt of an opinion of such party’s counsel to the effect that the merger will be a reorganization for U.S. federal income tax purposes.

In addition, Equinix’s obligation to complete the merger is also subject to the satisfaction or waiver of the following conditions:

 

•

the absence of any governmental litigation challenging the merger, seeking to delay it, seeking to impose any restraint or limitation on Equinix’s ownership of Switch and Data or seeking to compel Equinix to divest or hold separate any material portion of its or Switch and Data’s business or assets;

 

•

the absence of any governmental action or applicable law that could reasonably be expected to result in any of the consequences described in the immediately preceding bullet;

 

•

the receipt of certain third-party consents, approvals and agreements; and

 

•

dissenting shares not equaling or exceeding 10% of the outstanding shares of Switch and Data common stock.

The Merger Agreement provides that these conditions may be waived by Equinix or Switch and Data. Neither Equinix nor Switch and Data currently expects to waive any material condition to the completion of the merger. If either Equinix or Switch and Data determines to waive any condition to the merger that would result in a material and adverse change in the terms of the merger to Switch and Data stockholders (including any change in the tax consequences of the transaction to Switch and Data stockholders), proxies will be re-solicited from the Switch and Data stockholders.

Termination

The Merger Agreement may be terminated at any time before the effective time (including after stockholder approval):

 

•

by mutual written consent of Equinix and Switch and Data;

 

•

by either Equinix or Switch and Data if:

 

–

the merger is not consummated on or before March 21, 2010 (referred to herein as the “End Date”); except that the Merger Agreement may not be terminated by a party whose breach of the Merger Agreement has resulted in such failure; and provided that the End Date will be automatically extended to June 21, 2010 if any applicable antitrust or competition law approvals have not been received but all other conditions to the closing of the merger have been satisfied;

 

–

there is a legal prohibition preventing the consummation of the merger;

 

–

the required vote of Switch and Data’s stockholders is not obtained at the special meeting or any adjournment or postponement thereof (or, if as a result of the Cash/Stock Adjustment Mechanism the approval of Equinix’s stockholders is required, the required vote of Equinix’s stockholders is not obtained at the Equinix special meeting or any adjournment or postponement thereof); or

 

–

the other party breaches any of its agreements or representations in the Merger Agreement or fails to perform any covenant in such a way as would cause one or more of the conditions to closing not to be satisfied, and such breach is not cured after 15 business days’ written notice;

 

•

by Equinix if:

 

–

the Switch and Data board of directors changes its recommendation that its stockholders vote in favor of the Merger Proposal; or

 

–

Switch and Data intentionally and materially breaches its covenants with respect to non-solicitation of an Alternative Acquisition Proposal (as defined below under “The Merger Agreement—No Solicitation; Changes in the Recommendation of the Switch and Data Board of Directors” beginning on page 71) or its obligations to call the special meeting and recommend that its stockholders vote in favor of the Merger Proposal.

Termination Fee

The Merger Agreement provides that Switch and Data will pay Equinix a termination fee of $26,757,615 in cash if the Merger Agreement has been terminated because:

 

•

Switch and Data’s board of directors changes its recommendation that its stockholders vote in favor of the Merger Proposal or Switch and Data intentionally and materially breaches its covenants with respect to non-solicitation of an Alternative Acquisition Proposal or its obligations to call the special meeting and recommend that its stockholders vote in favor of the Merger Proposal; or

 

•

(1) the End Date has passed, the required vote of Switch and Data’s stockholders has not been obtained at the special meeting or Switch and Data breaches the Merger Agreement in a manner that causes the failure of a closing condition and that is not cured after 15 business days’ notice, (2) prior to the relevant event that gave rise to a right to terminate, a third party publicly announces or otherwise communicates to Switch and Data’s board of directors an Alternative Acquisition Proposal that is not withdrawn prior to such termination (for this purpose, treating references in the definition of Alternative Acquisition Proposal to “10%” as “50%”) and (3) within 12 months of the termination of the Merger Agreement Switch and Data completes or enters into an agreement providing for an Alternative Acquisition Proposal, recommends such a proposal to its stockholders or consummates such a proposal.

This termination fee could discourage other companies from seeking to acquire or merge with Switch and Data.

Timing of the Merger

The merger is expected to be completed during the first quarter of 2010, subject to the receipt of necessary regulatory approvals and the satisfaction or waiver of other closing conditions.

No Solicitation of Other Offers (see page 71)

In the Merger Agreement, Switch and Data has agreed that it will not directly or indirectly:

 

•

solicit, initiate or take any action to facilitate or encourage the submission of any Alternative Acquisition Proposal;

 

•

enter into or participate in any discussions or negotiations with, furnish any information relating to Switch and Data or any of its subsidiaries or afford access to the business, properties, assets, books or records of Switch and Data or any of its subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Alternative Acquisition Proposal;

 

•

fail to make, withdraw or modify its recommendation to Switch and Data’s stockholders in a manner adverse to Equinix, recommend an Alternative Acquisition Proposal or take any action or make any statement inconsistent with its recommendation to Switch and Data’s stockholders;

 

•

grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Switch and Data or any of its subsidiaries;

 

•

approve any transaction under, or any person becoming an interested stockholder under, Section 203 of the DGCL; or

 

•

enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Alternative Acquisition Proposal.

The Merger Agreement does not, however, prohibit Switch and Data from considering a bona fide Alternative Acquisition Proposal from a third party if certain specified conditions are met.

Matters to be Considered at the Special Meeting (see page 77)

At the special meeting, Switch and Data stockholders will be asked to vote on the following proposals:

 

•

to adopt and approve the Merger Agreement, which is referred to in this proxy statement/prospectus as the “Merger Proposal”; and

 

•

to approve any motion to adjourn or postpone the special meeting to another time or place if necessary to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal.

The Switch and Data board of directors recommends that Switch and Data stockholders vote “FOR” each of the proposals set forth above.

Debt Refinancing (see page 27)

As a result of the merger, Switch and Data’s outstanding debt will become due and payable and will be required to be repaid or refinanced concurrently with or prior to the completion of the merger due to change of control provisions contained in Switch and Data’s credit agreement. As of September 30, 2009, the aggregate principal amount of Switch and Data’s outstanding debt was approximately $142.5 million. Equinix expects to repay or refinance Switch and Data’s outstanding debt concurrently with or prior to the completion of the merger.

Comparison of Stockholder Rights (see page 94)

The rights of Switch and Data stockholders are currently governed by the DGCL and the Switch and Data certificate of incorporation and bylaws. The rights of Equinix stockholders are currently governed by the DGCL and the Equinix certificate of incorporation and bylaws. Upon completion of the merger, Switch and Data stockholders that receive Equinix common stock in the merger will become stockholders of Equinix, and their rights will be governed by the DGCL and the Equinix certificate of incorporation and bylaws. No change to Equinix’s certificate of incorporation or bylaws will be made a result of the completion of the merger.

Composition of the Equinix Board of Directors after the Closing (see page 70)

The Merger Agreement provides that, at the effective time, Equinix will cause to be appointed to its board of directors an individual designated by Switch and Data and reasonably acceptable to Equinix. In addition, Equinix will nominate such individual for re-election to Equinix’s board of directors at its 2010 annual meeting of stockholders. Switch and Data has determined that its designee to the Equinix board of directors will be                     .

 

Voting Agreement (see page 76)

Switch and Data’s directors, executive officers and certain of its significant stockholders have entered into a voting agreement with Equinix requiring them to vote their shares in favor of the Merger Proposal and against any competing proposal or offer to acquire Switch and Data. Although the parties to the voting agreement beneficially owned 39.3% of Switch and Data’s outstanding common stock as of October 21, 2009, the voting agreement is structured such that a maximum of 35% of Switch and Data’s outstanding shares are required to be voted in favor of the Merger Proposal.

Listing of Equinix Common Stock

Shares of Equinix common stock received by Switch and Data stockholders in the merger will be listed on The Nasdaq Stock Market under the symbol “EQIX.” After completion of the merger, shares of Equinix common stock will continue to be traded on The Nasdaq Stock Market, but shares of Switch and Data common stock will no longer be listed or traded on The Nasdaq Stock Market.

Risk Factors

The combined company may not achieve the expected benefits of the merger because of the risks and uncertainties discussed in the sections entitled “Risk Factors” beginning on page 24 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 23. Such risks include risks relating to the uncertainty that Equinix will be able to integrate Switch and Data’s business successfully, uncertainties as to whether the combined company will achieve synergies expected to result from the merger and uncertainties relating to the performance of the combined company following the merger.

 

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

How We Prepared the Financial Statements

The following information is provided to aid you in your analysis of the financial aspects of the merger. The information of Equinix was derived from the audited financial statements of Equinix for the years 2004 through 2008 and the unaudited financial statements of Equinix for the nine months ended September 30, 2008 and 2009. The information of Switch and Data was derived from the audited financial statements of Switch and Data for the years 2007 through 2008, the audited financial statements of Switch and Data’s predecessor, Switch & Data Facilities Company, Inc., for the years 2004 through 2006 and the unaudited financial statements of Switch and Data for the nine months ended September 30, 2008 and 2009. The information is only a summary and you should read it together with Equinix’s and Switch and Data’s historical financial statements and related notes contained in the annual reports and other information that Equinix and Switch and Data have filed with the Securities and Exchange Commission, or the SEC, and incorporated by reference. See “Where You Can Find More Information” on page 105.

Pro Forma Data

The unaudited pro forma combined consolidated condensed financial information is presented to give you a better picture of what Equinix’s and Switch and Data’s businesses might have looked like had they been combined on the dates indicated. The unaudited pro forma combined consolidated condensed statements of operations give effect to the merger as if it had occurred on January 1, 2008. The unaudited pro forma combined consolidated condensed balance sheet gives effect to the merger as if it had occurred on September 30, 2009. You should not rely on the unaudited pro forma combined consolidated condensed financial information as being indicative of the historical results that we would have had or the future results that we shall experience after the merger. See “Selected Unaudited Pro Forma Combined Consolidated Condensed Financial Statements” on page 17.

Merger-Related Expenses

Equinix estimates that its merger-related fees and expenses, consisting primarily of SEC filing fees, fees and expenses of investment bankers, attorneys and accountants, and financial printing and other related charges, will be approximately $6.9 million. See Note 6 of unaudited pro forma combined consolidated condensed financial statements.

Switch and Data estimates that its merger-related fees and expenses, consisting primarily of SEC filing fees, fees and expenses of investment bankers, attorneys and accountants and financial printing and other related charges, will be approximately $10.3 million. See Note 6 of unaudited pro forma combined consolidated condensed financial statements.

Selected Historical Financial Data

You should read the selected financial data presented below with the financial statements and their notes, both incorporated by reference, for Equinix and Switch and Data.

Equinix

The following selected historical financial data for, and as of the end of, each of the five years in the period ended December 31, 2008 have been derived from Equinix’s consolidated financial statements, which have been audited by PricewaterhouseCoopers LLP, Equinix’s independent registered public accounting firm. The selected statements of operations data for the three years ended December 31, 2008 and the balance sheet data as of December 31, 2007 and 2008 were derived from the consolidated financial statements included in Equinix’s

 

Current Report on Form 8-K as filed with the SEC on June 8, 2009 incorporated herein by reference. The data as of September 30, 2009 and for the nine months ended September 30, 2008 and 2009 are derived from Equinix’s unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 incorporated herein by reference that include, in management’s opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and financial position of Equinix for the periods and dates presented. Financial data prior to 2006 is not incorporated herein by reference.

You should read this data together with the audited and unaudited consolidated financial statements of Equinix, including the notes thereto, incorporated herein by reference. For documents incorporated by reference, please see the heading “Where You Can Find More Information” on page 105. Operating results for the nine-month period ended September 30, 2009 do not necessarily indicate the results that can be expected for the year ending December 31, 2009.

 

		Years Ending December 31,																				Nine Months Ended September 30,
		2004				2005				2006				2007				2008				2008				2009
		(dollars in thousands, except per share data)
Statement of Operations Data:
Revenues		$	163,671			$	221,057			$	286,915			$	419,442			$	704,680			$	513,997			$	639,957
Costs and operating expenses:
Cost of revenues			136,950				158,354				188,379				263,768				414,799				306,453				356,346
Sales and marketing			18,604				20,552				32,619				40,719				66,913				46,650				46,315
General and administrative			32,494				45,110				72,123				105,794				146,564				111,350				111,677
Restructuring charges			17,685				33,814				1,527				407				3,142				799				(6,053	)
Gains on asset sales			—				—				(9,647	)			(1,338	)			—				—				—
Acquisition costs			—				—				—				—				—				—				1,379
Total costs and operating expenses			205,733				257,830				285,001				409,350				631,418				465,252				509,664
Income (loss) from operations			(42,062	)			(36,773	)			1,914				10,092				73,262				48,745				130,293
Interest income			1,291				3,584				6,627				15,406				8,940				7,820				1,949
Interest expense			(11,572	)			(8,905	)			(14,630	)			(32,014	)			(61,677	)			(45,179	)			(51,619	)
Other-than-temporary impairment loss on investments			—				—				—				—				(1,527	)			(1,527	)			(2,687	)
Other income (expense)			76				25				(245	)			3,047				1,307				602				3,675
Loss on debt extinguishment and conversion			(16,211	)			—				—				(5,949	)			—				—				—
Income tax benefit (expense)			(153	)			(543	)			(439	)			(473	)			87,619				(400	)			(29,902	)
Cumulative effect of a change in accounting principle			—				—				376				—				—				—				—
Net income (loss)		$	(68,631	)		$	(42,612	)		$	(6,397	)		$	(9,891	)		$	107,924			$	10,061			$	51,709
Earnings per share:
Basic		$	(3.87	)		$	(1.78	)		$	(0.22	)		$	(0.30	)		$	2.91			$	0.27			$	1.35
Weighted average shares—basic			17,719				23,956				28,796				32,595				37,120				36,976				38,270
Diluted		$	(3.87	)		$	(1.78	)		$	(0.22	)		$	(0.30	)		$	2.79			$	0.27			$	1.32
Weighted average shares— diluted			17,719				23,956				28,796				32,595				41,582				37,854				39,305

 

		As of December 31,															As of September 30, 2009
		2004			2005			2006			2007			2008
		(in thousands)
Balance Sheet Data:
Cash, cash equivalents and short-term and long-term investments		$	108,092		$	188,855		$	156,481		$	383,900		$	307,945		$	627,442
Accounts receivable, net			11,919			17,237			26,864			60,089			66,029			67,589
Property, plant and equipment, net			343,361			438,790			546,395			1,164,613			1,492,830			1,703,009
Total assets			501,798			680,997			771,832			2,182,296			2,434,736			2,962,578
Capital lease and other financing obligations, excluding current portion			34,529			94,653			92,722			93,604			133,031			154,179
Mortgage and loans payable, excluding current portion			—			58,841			96,746			313,915			386,446			394,263
Convertible debt, excluding current portion			122,074			86,250			86,250			631,104			608,510			888,364
Total stockholders’ equity			273,706			288,673			355,028			861,992			916,661			1,134,434

Switch and Data

The following selected historical financial data for, and as of the end of, each of the five years in the period ended December 31, 2008 have been derived from Switch and Data’s and its predecessor’s consolidated financial statements, which have been audited by PricewaterhouseCoopers LLP, Switch and Data’s independent registered certified public accounting firm. The data as of December 31, 2004, December 31, 2005 and December 31, 2006 are derived from the audited financial statements of Switch and Data’s predecessor, Switch & Data Facilities Company, Inc. The selected statements of operations data for the three years ended December 31, 2008 and the balance sheet data as of December 31, 2007 and 2008 were derived from the consolidated financial statements included in Switch and Data’s Annual Report on Form 10-K for the year ended December 31, 2008 incorporated herein by reference.

The data as of September 30, 2009 and 2008 and for the nine months then ended are derived from Switch and Data’s unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 incorporated herein by reference that include, in management’s opinion, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and financial position of Switch and Data for the periods and dates presented. Financial data prior to 2006 is not incorporated herein by reference.

 

You should read this data together with the audited and unaudited consolidated financial statements of Switch and Data and its predecessor, including their notes, incorporated herein by reference. For documents incorporated by reference, please see the heading “Where You Can Find More Information” on page 105. Operating results for the nine-month period ended September 30, 2009 do not necessarily indicate the results that can be expected for the year ending December 31, 2009.

 

		Years Ending December 31,																				Nine Months Ended September 30,
		2004				2005				2006				2007				2008				2008				2009
		(in thousands, except per share data)
Revenues		$	90,461			$	104,483			$	111,028			$	137,530			$	171,525			$	125,750			$	150,013
Costs and operating expenses:
Cost of revenues, exclusive of depreciation and amortization			42,703				53,896				59,537				70,986				90,122				65,741				74,687
Sales and marketing			10,765				9,846				12,324				16,313				19,670				14,677				15,130
General and administrative			9,768				9,568				10,374				15,039				17,659				13,096				14,157
Depreciation and amortization			27,163				29,869				23,459				25,584				30,716				20,762				30,237
Lease litigation settlements			6,629				—				—				2,600				—				—				700
Asset impairments			826				145				1,842				—				—				—				—
Total cost and operating expenses			97,854				103,324				107,536				130,522				158,167				114,276				134,911
Operating income (loss)			(7,393	)			1,159				3,492				7,008				13,358				11,474				15,102
Interest income			140				106				77				1,808				1,587				1,513				45
Interest expense			(5,374	)			(9,356	)			(14,812	)			(6,622	)			(19,193	)			(8,866	)			(11,229	)
Loss from debt extinguishment			(409	)			(769	)			—				(2,809	)			(695	)			(695	)			—
Other income (expense)			62				183				(34	)			(305	)			(768	)			(654	)			(486	)
Income (loss) from continuing operations before minority interest and income taxes			(12,974	)			(8,677	)			(11,277	)			(920	)			(5,711	)			2,772				3,432
Minority interest in net income (loss) of consolidated partnership			(381	)			—				—				—				—				—				—
Provision for income taxes			(63	)			(69	)			—				(263	)			(1,324	)			(1,325	)			(950	)
Income (loss) from continuing operations			(13,418	)			(8,746	)			(11,277	)			(1,183	)			(7,035	)			1,447				2,482
Income (loss) from discontinued operations			(54	)			(2,528	)			(444	)			397				—				—				—
Net income (loss)			(13,472	)			(11,274	)			(11,721	)			(786	)			(7,035	)			1,447				2,482
Preferred stock accretions and dividends			(16,938	)			(33,691	)			(13,530	)			(227,522	)			—				—				—
Net income (loss), attributable to common stockholders		$	(30,410	)		$	(44,965	)		$	(25,251	)		$	(228,308	)		$	(7,035	)		$	1,447			$	2,482
Income (loss) per share—basic:
Continuing operations, attributable to common stockholders		$	(0.28	)		$	(0.39	)		$	(0.23	)		$	(5.49	)		$	(0.20	)		$	0.04			$	0.07
Discontinued operations		$	(0.00	)		$	(0.03	)		$	(0.00	)		$	0.01			$	—			$	—			$	—
Net income (loss), attributable to common stockholders		$	(0.28	)		$	(0.42	)		$	(0.23	)		$	(05.48	)		$	(0.20	)		$	0.04			$	0.07
Weighted average shares outstanding— basic			107,787				107,787				107,545				41,626				34,369				34,417				34,565
Income (loss) per share—diluted:
Continuing operations, attributable to common stockholders		$	(0.28	)		$	(0.39	)		$	(0.23	)		$	(5.49	)		$	(0.20	)		$	0.04			$	0.07
Discontinued operations		$	(0.00	)		$	(0.03	)		$	(0.00	)		$	0.01			$	—			$	—			$	—
Net income (loss), attributable to common stockholders		$	(0.28	)		$	(0.42	)		$	(0.23	)		$	(5.48	)		$	(0.20	)		$	0.04			$	0.07
Weighted average shares outstanding—diluted			107,787				107,787				107,545				41,626				34,369				34,417				34,799

 

		As of December 31,																		As of September 30, 2009
		2004				2005				2006				2007			2008
		(in thousands)
Cash and cash equivalents		$	13,707			$	10,417			$	3,671			$	45,595		$	14,706		$	22,638
Total assets			152,250				163,222				152,056				232,690			358,865			393,149
Long-term obligations			65,291				153,602				151,816				72,160			191,748			217,426
Redeemable preferred stock			206,875				180,644				194,174				—			—			—
Total stockholders’ equity (deficit)			(144,866	)			(189,360	)			(214,320	)			125,055			120,921			130,297