Item 1.01 Entry into a Material Definitive Agreement
Issuance of 3.900% Senior Notes due 2032
On April 5, 2022, Equinix, Inc. ("Equinix") issued and sold $1.2 billion
aggregate principal amount of its 3.900% Senior Notes due 2032 (the "Notes"),
pursuant to an underwriting agreement dated March 31, 2022 (the "Underwriting
Agreement") among Equinix and the several underwriters named in Schedule II
thereto.
The Notes were issued pursuant to an indenture dated December 12, 2017 (the
"Base Indenture") between Equinix and U.S. Bank Trust Company, National
Association, as trustee (the "Trustee"), as supplemented by the Twentieth
Supplemental Indenture dated April 5, 2022 (the "Supplemental Indenture," and,
together with the Base Indenture, the "Indenture") between Equinix and the
Trustee.
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 March 31, 2022 and a final prospectus supplement
dated March 31, 2022.
The Notes will bear interest at the rate of 3.900% per annum and will mature on
April 15, 2032. Interest on the Notes is payable in cash on April 15 and
October 15 of each year, beginning on October 15, 2022.
Prior to January 15, 2032 (the "Par Call Date"), Equinix may redeem the Notes at
its election, at any time or from time to time, in whole or in part, at a
redemption price (expressed as a percentage of principal amount and rounded to
three decimal places) equal to the greater of (i) 100% of the principal amount
of Notes redeemed, and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the
redemption date (assuming the notes matured on the Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined in the Supplemental Indenture) plus 25 basis
points less (b) interest accrued to the date of redemption, plus in either case,
accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date, Equinix may redeem the Notes, in whole or in
part, at any time and from time to time, at a redemption price equal to 100% of
the principal amount of the Notes being redeemed plus accrued and unpaid
interest thereon to the redemption date.
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.
The 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.
The 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 Notes then outstanding may declare the
principal of the 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 the Notes together with any accrued and
unpaid interest through the occurrence of such event shall automatically become
and be immediately due and payable.
Equinix intends to allocate 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 the offering of the Notes to Eligible Green Projects,
Equinix expects to hold or invest an amount equal to the unallocated balance of
the net proceeds in cash, cash equivalents and/or U.S. government securities.
The above descriptions of the Indenture and the Notes are qualified in their
entirety by reference to the Base Indenture and the Twentieth Supplemental
Indenture. A copy of the Base Indenture, the Twentieth Supplemental Indenture,
and the form of the Notes are filed as Exhibits 4.1, 4.2, 4.3, 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
1.1* Underwriting Agreement, dated March 31, 2022 among Equinix, Inc. and
BNP Paribas Securities Corp., BofA Securities, Inc., Goldman Sachs & Co.
LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc., as
representatives of the several underwriters named in Schedule II
thereto
4.1 Indenture, dated as of December 12, 2017, between Equinix, Inc. and
U.S. Bank National Association, as trustee (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed December 12 2017)
4.2* Twentieth Supplemental Indenture, dated as of April 5, 2022, between
Equinix, Inc. and U.S. Bank Trust Company National Association, as
trustee
4.3* Form of 3.900% Senior Note due 2032 (included in Exhibit 4.2)
5.1* Opinion of Davis Polk & Wardwell LLP
23.1* Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document
* Filed herewith
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