| 1 | (a) | Issuer: | Equinix Asia Financing Corporation Pte. Ltd. | ||||||||
| (b) | Guarantor: | Equinix, Inc. | |||||||||
| 2 | (a) | Series Number: | 1 | ||||||||
| (b) | Tranche Number: | 1 | |||||||||
| 3 | Specified Currency or Currencies: | Singapore Dollars (“S$”) | |||||||||
| 4 | Aggregate Nominal Amount: | ||||||||||
| (a) | Series: | S$500,000,000 | |||||||||
| (b) | Tranche: | S$500,000,000 | |||||||||
| 5 | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | |||||||||
| 6 | (a) | Specified Denominations: | S$250,000 | ||||||||
| (b) | Calculation Amount: | S$250,000 | |||||||||
| 7 | (a) | Issue Date: | 13 March 2025 | ||||||||
| (b) | Trade Date: | 06 March 2025 | |||||||||
| (c) | Interest Commencement Date: | Issue Date | |||||||||
| 8 | Maturity Date: | 15 March 2030 | |||||||||
| 9 | Interest Basis: | 3.50 per cent. Fixed Rate (further particulars specified below) | |||||||||
| 10 | Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their outstanding Aggregate Nominal Amount. | |||||||||
| 11 | Change of Interest or Redemption/ Payment Basis: | Not Applicable | |||||||||
| 12 | Put/Call Options: | Issuer call See paragraph 21 below | |||||||||
| 13 | (a) | Status of the Notes: | Senior | ||||||||
| (b) | Status of the Guarantee: | Senior | |||||||||
| 14 | Listing and admission to trading: | SGX-ST | |||||||||
| 15 | Method of distribution: | Syndicated | |||||||||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||||||||||
| 16 | Fixed Rate Note Provisions: | Applicable | |||||||||
| (a) | Rate(s) of Interest: | 3.50 per cent. per annum payable semi-annually in arrear | |||||||||
| (b) | Interest Payment Date(s): | 15 March and 15 September in each year, commencing on 15 September 2025 | |||||||||
| (c) | Fixed Coupon Amount(s): | Not Applicable | |||||||||
| (d) | Broken Amount(s): | Not Applicable | |||||||||
| (e) | Day Count Fraction: | Actual/365 (Fixed) | |||||||||
| (f) | Determination Date(s): | Not Applicable | |||||||||
| (g) | Other terms relating to the method of calculating interest for Fixed Rate Notes: | None | |||||||||
| 17 | Floating Rate Note Provisions: | Not Applicable | |||||||||
| 18 | Zero Coupon Note Provisions: | Not Applicable | |||||||||
| 19 | Index Linked Interest Note Provisions: | Not Applicable | |||||||||
| 20 | Dual Currency Interest Note Provisions: | Not Applicable | |||||||||
| PROVISIONS RELATING TO REDEMPTION | |||||||||||
| 21 | Call Option: | Applicable Condition 6(d) shall be deleted and replaced in its entirety with the following: | |||||||||
| “Redemption at the Option of the Issuer | |||||||||||
Prior to (and including) 15 February 2030, the Issuer may, on giving not less than ten Business Days’ irrevocable notice to the Noteholders in accordance with Condition 16 and to the Trustee, the CDP Issuing and Paying Agent, the Registrar and the Determination Agent in writing, redeem the Notes, in whole or in part, at any time and from time to time (such date of redemption, the “Make-Whole Redemption Date”), at the Make-Whole Redemption Price (as determined by the Determination Agent). | |||||||||||
“Determination Agent” means an independent financial institution, appointed by the Issuer (and notice thereof is given to the Noteholders (which notice shall be copied to the Trustee, the CDP Issuing and Paying Agent and the Registrar) in writing) for the purposes of performing any of the functions expressed to be performed by it under these Conditions. | |||||||||||
The “Make-Whole Redemption Price” means an amount equal to the greater of: (a) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Make-Whole Redemption Date (assuming the Notes matured on the Par Call Date), less (ii) interest accrued to the Make-Whole Redemption Date; and (b) 100 per cent. of the outstanding Aggregate Nominal Amount of Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Make-Whole Redemption Date. | |||||||||||
On or after 15 February 2030 (being the date falling one month prior to the Maturity Date) (the “Par Call Date”), the Issuer may, on giving not less than ten Business Days’ irrevocable notice to the Noteholders in accordance with Condition 16 and to the Trustee, the CDP Issuing and Paying Agent and the Registrar in writing, the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100 per cent. of the outstanding Aggregate Nominal Amount of the Notes being redeemed together with interest accrued and unpaid up to (but excluding) the date fixed for redemption. | |||||||||||
Where the above expression “present value” in paragraphs 21(a)(i) and 21(a)(ii) above shall be calculated by discounting the relevant amounts to the Make-Whole Redemption Date at the rate equal to the sum of: (1) the SORA-OIS corresponding to the duration of the remaining period to the Par Call Date of the Note expressed on a semi-annual basis (rounded up, if necessary, to three decimal places) (the “Make-Whole Call Reference Rate”) on the third business day prior to the Make-Whole Redemption Date (the “Make-Whole Amount Determination Date”), provided that if there is no rate corresponding to the relevant period, the SORA-OIS used will be the interpolated interest rate as calculated using the SORA-OIS or the two periods most closely approximating the duration of the remaining period to the Par Call Date plus (2) 0.20 per cent.; | |||||||||||
“SORA-OIS” means the (a) SORA-OIS reference rate available on the “OTC SGD OIS” page on Bloomberg under “BGN” appearing under the column headed “Ask” (or such other substitute page thereof or if there is no substitute page, the screen page which is the generally accepted page used by market participants at that time as determined by the Determination Agent) at the close of business on the Make-Whole Amount Determination Date, or (b) if a Benchmark Event (as defined in Condition 5(l)(iii)(G)) has occurred in relation to the “SORA- OIS”, such rate as determined in accordance with Condition 5(l). Neither the Trustee nor any of the CDP Issuing and Paying Agent and the Registrar shall be responsible for calculating or verifying any calculations of any amounts payable under any notice of redemption, or have any duty to verify the accuracy, validity and/or genuineness of any document in relation to or in connection thereto, and none of them shall be liable to Noteholders, the Issuer, the Guarantor or any other person for not doing so.” | |||||||||||
| 22 | Put Option: | Not Applicable | |||||||||
| 23 | Minimum Outstanding Amount Redemption Option: | Not Applicable | |||||||||
| 24 | Final Redemption Amount: | S$250,000 per Calculation Amount save for a redemption under Condition 6(d) of the Notes whereby the Final Redemption Amount shall be the Make-Whole Amount | |||||||||
| 25 | Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 6 (Redemption, Purchase and Options)): | S$250,000 per Calculation Amount | |||||||||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||||||||||
| 26 | Form of Notes: | Registered Notes Global Certificate exchangeable for Registered Notes in definitive form in the limited circumstances specified in the Global Certificate | |||||||||
| 27 | Additional Financial Centre(s) or other special provisions relating to Payment Dates: | Not Applicable For the avoidance of doubt, “business day” for these Notes shall include Singapore. | |||||||||
| 28 | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): | No | |||||||||
| 29 | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: | Not Applicable | |||||||||
| 30 | Details relating to Instalment Notes: | ||||||||||
| (a) | Instalment Amount(s): | Not Applicable | |||||||||
| (b) | Instalment Date(s): | Not Applicable | |||||||||
| 31 | Place for Notices | In accordance with the Conditions | |||||||||
| 32 | Other final terms: | Not Applicable | |||||||||
| DISTRIBUTION | |||||||||||
| 33 | (a) | If syndicated, names of Managers: | DBS Bank Ltd. The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch Oversea-Chinese Banking Corporation Limited Standard Chartered Bank (Singapore) Limited | ||||||||
| (b) | Stabilisation Coordinator(s) (if any): | DBS Bank Ltd. | |||||||||
| 34 | If non-syndicated, name of relevant Dealer(s): | Not Applicable | |||||||||
| 35 | U.S. selling restrictions | Regulation S Category 2; TEFRA not applicable. The Notes are being offered and sold only in accordance with Regulation S. | |||||||||
| 36 | (a) | Additional selling restrictions: | Not Applicable | ||||||||
| (b) | Additional distribution details: | Not Applicable | |||||||||
| 37 | Prohibition of Sales to EEA Retail Investors: | Applicable | |||||||||
| 38 | Prohibition of Sales to UK Retail Investors: | Applicable | |||||||||
| 39 | (a) | Private bank commission: | Not Applicable | ||||||||
| (b) | Rebates: | Not Applicable | |||||||||
| HONG KONG SFC CODE OF CONDUCT | |||||||||||
| 40 | Rebates: | Not Applicable | |||||||||
| 41 | Contact email addresses of the Overall Coordinators where underlying investor information in relation to omnibus orders should be sent: | Not Applicable | |||||||||
| 42 | Marketing and Investor Targeting Strategy: | As per the Offering Circular | |||||||||
| OPERATIONAL INFORMATION | |||||||||||
| 43 | Any clearing system(s) other than CDP, Euroclear Bank SA/NV and Clearstream Banking, S.A. and the relevant identification number(s): | Not Applicable | |||||||||
| 44 | Delivery: | Delivery free of payment | |||||||||
| 45 | Additional Paying Agent(s) (if any): | Not Applicable | |||||||||
| 46 | ISIN Code: | To be obtained | |||||||||
| 47 | Common Code: | To be obtained | |||||||||
| 48 | CFI | Not Applicable | |||||||||
| 49 | FISN | Not Applicable | |||||||||
| GENERAL | |||||||||||
| 50 | The aggregate principal amount of Notes in the Specified Currency issued has been translated into Singapore Dollars at the rate specified, producing a sum of: | Not Applicable | |||||||||
| 51 | In the case of Registered Notes, specify the location of the office of the Registrar: | Deutsche Bank AG, Singapore Branch One Raffles Quay 16-00 South Tower Singapore 048583 | |||||||||
| 52 | In the case of Bearer Notes, specify the location of the office of the Issuing and Paying Agent if other than London: | Not Applicable | |||||||||
| 53 | U.S. Federal Income Tax Considerations | Investors should refer to the discussion under “Taxation – Certain U.S. Federal Income Tax Consequences” in the Offering Circular for a summary of certain U.S. federal income tax considerations of an investment in the Notes and the conditions necessary to establish an exemption from the 30 per cent. U.S. withholding tax on U.S. source interest payments, FATCA and U.S. backup withholding. In particular, non-U.S. investors should ensure that they provide a valid and properly executed U.S. Internal Revenue Service (“IRS”) Form W-8 to the applicable withholding agent to in order to establish an exemption. For the avoidance of doubt, no additional amounts shall be payable with respect to any taxes imposed or withheld due to a failure to deliver a U.S. IRS Form W-8. | |||||||||
| 54 | Ratings of Notes: | BBB+ by Fitch | |||||||||
| 55 | Governing Law: | Singapore law | |||||||||