Investor
Presentation NASDAQ: EQIX December 2, 2009 Filed by Equinix, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Switch & Data Facilities Company, Inc. (Commission File No. 001-33302) Exhibit 99.1 |
2 Public Disclosure Statement Except for historical information, our presentation today contains forward-looking
statements which include words such as believe, anticipate and expect. These forward-looking statements involve risks and uncertainties that may cause
Equinixs actual results to differ materially from those expressed or
implied by these statements. Factors that may affect Equinixs results are summarized in our annual report on Form 10-K filed February 26, 2009, and quarterly report on Form 10-Q filed on
October 26, 2009. Equinix assumes no obligation and does not intend to update forward-looking statements made in this presentation. FORWARD - LOOKING STATEMENTS |
Switch
& Data Acquisition: Terms & Rationale 3 o ANNOUNCED: October 21, 2009 o PURCHASE PRICE: $689M equity value at time of signing (Oct. 20, 09) o CONSIDERATION: 80% EQIX stock and 20% cash o CLOSING: Expected Q1 2010 TRANSACTION TERMS o NEW MARKETS: Presence in Top 10 North American internet hubs i.e. Atlanta, Denver, Miami, Seattle & Toronto o IBX CAPACITY: Incremental capacity in constrained overlap markets e.g. Dallas o INTERCONNECTION: Increased network density in key North American metros o SYNERGIES: Annual run rate operating synergies estimated at approximately $20M o FINANCIAL BENEFITS: Potential tax (NOLs) and interest (re-financing) efficiencies STRATEGIC RATIONALE |
Equinix +
Switch & Data: Enhanced North American Platform 4 AP EQUINIX (Global) SWITCH & DATA (North America) PRO FORMA (Global) 22 34 > 1M 18 45 > 5M 34 79 > 6M METRIC MARKETS DATA CENTERS GROSS SQ. FT. Presence in 9 of the top 10 markets / internet hubs in North America Chicago Los Angeles New York Area Dallas/Irving Silicon Valley Washington, D.C. Phoenix Denver Miami Tampa Atlanta Indianapolis Boston Detroit Buffalo Cleveland Philadelphia Pittsburgh Nashville Seattle Toronto St. Louis Equinix Switch and Data EU |
9/30/2009 $M EQIX S&D ADJ COMB Cash & Cash Equivalents 627 $ 23 $ (283) $ 367 $ Total Assets 2,963 393 274 3,630 Total Debt 1,499 203 (143) 1,559 Net Debt 872 180 141 1,192 Net Debt / LQA ADJ EBITDA 2.1x 2.1x - 2.3x Q3 '09 $M EQIX S&D ADJ COMB REVENUES 228 $ 54 $ - $ 281 $ Contribution 81% 19% - 100% ADJUSTED EBITDA 106 21 - 127 Contribution 83% 17% - 100% Equinix + Switch & Data: Increased Financial Scale 5 EQUINIX + SWITCH & DATA PRO FORMA FINANCIALS (1) 9/30/09 Pro Forma balance sheet data based on proxy statement and proxy filed on
November 25, 2009. (2) Equinix and Switch and Data define adjusted EBITDA differently. For example, Switch and Data excludes deferred rent from their calculation. You
should refer to Equinixs and Switch and Datas Form 8-K filed
on October 21, 2009 and October 27, 2009, respectively, for these results and their differences. (1) (2) (2) |
6 This communication may be deemed to be solicitation material in respect of the proposed transaction between Equinix and Switch and Data. On November 25, 2009, in connection with the proposed transaction involving Equinix and Switch and Data, Equinix filed with the SEC a Registration Statement on Form S-4 containing a Proxy
Statement/Prospectus and each of Equinix and Switch and Data plan to file with the SEC other documents regarding the proposed
transaction. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Switch and Data. SWITCH AND DATA STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Switch and Data stockholders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Equinix and Switch and Data through the website maintained by the SEC at www.sec.gov. In addition, Switch and
Data stockholders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus (when available) and other documents filed with the SEC from Equinix by directing a request to Equinix, Inc., 301 Velocity Way, Fifth Floor, Foster City, CA
94404, Attention: Investor Relations (telephone: 888-222-1162) or going to Equinixs corporate website at www.equinix.com, or from Switch and Data by directing a request to Switch & Data Facilities Company, Inc., 1715 Westshore Boulevard, Suite 650, Tampa, FL 33607, Attention: Investor Relations (telephone: 866-797-2633) or going to
Switch and Datas corporate website at www.switchanddata.com. Equinix, Switch and Data and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Equinixs directors and executive officers is contained in its annual proxy statement filed with the SEC on April 23, 2009. Information regarding Switch and Datas directors and executive officers is contained in Switch and Datas
annual proxy statement filed with the SEC on April 6, 2009. Additional information regarding the interests of such potential participants will be included in the Proxy Statement/Prospectus and the other relevant documents filed with the SEC (when available). Important Information for Investors & Stockholders |