Current Report Filing (8-k)
March 14 2017 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 8, 2017
EQUINIX, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-31293
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77-0487526
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Lagoon Drive, Redwood City, California 94065
(Address of Principal Executive Offices) (Zip Code)
(650) 598-6000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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Offering of Common Stock
On March 14, 2017, Equinix, Inc. (
Equinix
) issued and sold 6,069,444 shares (the
Shares
) of
Equinixs common stock, par value $0.001 per share, pursuant to an underwriting agreement dated March 8, 2017 (the
Common Stock Underwriting Agreement
) between Equinix and J.P. Morgan Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives of the several underwriters named in Schedule II thereto (the
Common Stock Underwriters
). The Shares include the full
exercise of the Common Stock Underwriters option to purchase an additional 791,666 shares pursuant to the Common Stock Underwriting Agreement. The Shares were sold in a public offering (the
Common Stock Offering
)
pursuant to a Registration Statement on Form S-3 (File No. 333-200294) (the
Registration Statement
) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission.
Equinix received estimated net proceeds from the Common Stock Offering of approximately $2,122 million, after deducting underwriting discounts and commissions and before estimated offering expenses. A copy of the Common Stock Underwriting Agreement
is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
A copy of the opinion of Davis Polk & Wardwell LLP relating to the
validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
A copy of the opinion of
Sullivan & Worcester LLP as to certain tax matters relating to the Shares is filed as Exhibit 8.1 hereto and is incorporated by reference into the Registration Statement.
Offering of 5.375% Senior Notes due 2027
On
March 8, 2017, Equinix entered into an underwriting agreement (the
Notes Underwriting Agreement
), between Equinix and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named in Schedule II thereto, pursuant to which Equinix agreed to issue and sell $1,250,000,000 aggregate principal amount of its 5.375% Senior Notes due 2027 (the
Notes
) in a
public offering (the
Notes Offering
) pursuant to the Registration Statement and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission. Equinix estimates that the net
proceeds from the Notes Offering will be approximately $1,236 million, after deducting underwriting discounts and commissions and before estimated offering expenses. The Notes will be Equinixs general senior obligations and will rank equal in
right of payment to all of its existing and future senior indebtedness. Interest will be payable semi-annually at a rate of 5.375% per year. The Notes will mature on May 15, 2027. The Notes will be redeemable by Equinix prior to maturity
at a premium under certain circumstances. Equinix expects to issue the Notes on March 22, 2017, subject to satisfaction of certain closing conditions. A copy of the Notes Underwriting Agreement is filed as Exhibit 1.2 hereto and is incorporated
herein by reference.
Equinix intends to use the net proceeds of the Common Stock Offering and the Notes Offering, together with the existing term B-2
loan borrowings of approximately $1,053 million, to finance the previously announced proposed acquisition of the colocation services business of Verizon Communications Inc. at 24 data center sites in the United States, Brazil and Colombia (the
Acquisition) and related transaction fees and expenses and for general corporate purposes. If for any reason the Acquisition is not completed on or prior to December 6, 2017, or if, prior to such date, the transaction agreement
relating to the Acquisition is terminated, then in either case Equinix will be required to redeem the Notes at par.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated March 8, 2017, between Equinix, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives of the several
underwriters named in Schedule II thereto
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1.2
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Underwriting Agreement, dated March 8, 2017, between Equinix, Inc. and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in
Schedule II thereto
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5.1
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Opinion of Davis Polk & Wardwell LLP, relating to Equinixs offering of common stock
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8.1
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Opinion of Sullivan & Worcester LLP as to certain tax matters relating to Equinixs offering of common stock
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23.1
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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23.2
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Consent of Sullivan & Worcester LLP (included in Exhibit 8.1)
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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.
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EQUINIX, INC.
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By:
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/s/ Keith D. Taylor
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Name:
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Keith D. Taylor
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Title:
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Chief Financial Officer
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Date: March 14, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated March 8, 2017, between Equinix, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives of the several
underwriters named in Schedule II thereto
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1.2
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Underwriting Agreement, dated March 8, 2017, between Equinix, Inc. and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule II
thereto
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5.1
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Opinion of Davis Polk & Wardwell LLP, relating to Equinixs offering of common stock
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8.1
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Opinion of Sullivan & Worcester LLP as to certain tax matters relating to Equinixs offering of common stock
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23.1
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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23.2
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Consent of Sullivan & Worcester LLP (included in Exhibit 8.1)
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