- Current report filing (8-K)
February 15 2011 - 6:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 9, 2011
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 Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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One Lagoon Drive, 4th Floor
Redwood City, California 94065
(650) 598-6000
(Addresses of principal executive offices)
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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Investment in ALOG Data Centers do Brasil S.A
. On February 9, 2011, Zion RJ Participações S.A. (the
Joint Venture
), a Brazilian joint-stock company
controlled indirectly by Equinix, Inc. (
Equinix
) and Riverwood Capital L.P. (
Riverwood
), entered into a share purchase agreement and other covenants (the
Share Purchase Agreement
) with the
shareholders (the
Sellers
) of ALOG Data Centers do Brasil S.A. (
ALOG
), ALOG and ALOGs subsidiaries, pursuant to which, subject to the satisfaction or waiver of the conditions therein, the Joint Venture
will acquire approximately 90 percent of the outstanding capital stock of ALOG from the Sellers. The Joint Venture will pay approximately 211 million Brazilian reais in cash, or approximately $127 million, to acquire the ALOG capital stock,
subject to certain balance sheet adjustments as provided in the Share Purchase Agreement, at the closing of the transaction (the
Closing
). A portion of the purchase price will be withheld by the Joint Venture at the Closing
to cover potential indemnification claims, and any balance will be paid to the Sellers by the Joint Venture two years following the Closing. Under the terms of the Share Purchase Agreement, either the Joint Venture or the Sellers may terminate the
Share Purchase Agreement if the Closing has not taken place on or before May 10, 2011.
Concurrently with the execution
and delivery of the Share Purchase Agreement, certain members of ALOGs executive management (the
Management Shareholders
) entered into a subscription agreement (the
Subscription Agreement
) with the
Joint Venture and its shareholders (controlled affiliates of Equinix and Riverwood, respectively) pursuant to which the Management Shareholders will exchange the remaining 10 percent of the outstanding capital stock of ALOG for approximately 10
percent of the capital stock of the Joint Venture.
Joint Venture
. From and after the Closing, the Joint Venture will
own 100 percent of the outstanding capital stock of ALOG. Equinix will hold a controlling interest in the Joint Venture and Riverwood will hold a significant minority stake, in each case indirectly through their respective controlled affiliates.
Pursuant to the terms of the Subscription Agreement and the interim investors agreement (the
Interim Investors Agreement
), dated February 9, 2011, by and between the Joint Venture and Equinix, Riverwood and their controlled
affiliates, at or prior to the Closing, the Joint Venture, its shareholders, the Management Shareholders, Equinix and Riverwood, will enter into a shareholders agreement (the
Shareholders Agreement
) that will govern the
relationship among the parties and the actions of the Joint Venture from and after the Closing.
At the Closing, the board of
directors of the Joint Venture will consist of six directors, three of whom will be designated by Equinix, two of whom will be designated by Riverwood and one of whom will be designated by the Management Shareholders. The chairman of the board will
be one of the directors designated by Equinix, who will have a tie-breaking vote. Riverwood and the Management Shareholders will have certain customary minority shareholder protections.
Beginning April 2014 and ending May 2016, Equinix will have the right to purchase all of Riverwoods interest in ALOG at a price
equal to the greater of (i) its fair market value and (ii) a net purchase price that implies a compounded internal rate of return in U.S. dollars (
IRR
) for Riverwoods investment of 12%. If Equinix exercises its
right to purchase Riverwoods shares, Equinix also will have the right, and under certain circumstances may be required, to purchase all of the Management Shareholders shares in ALOG.
Also beginning April 2014 and ending May 2016, Riverwood will have the right to require Equinix to purchase all of Riverwoods
interest in ALOG at a price equal to the greater of (i) its fair market value and (ii) a net purchase price that implies an IRR for Riverwoods investment of 8%, declining over time. If Riverwood exercises its right to require Equinix
to purchase Riverwoods shares, Equinix will have the right, and under certain circumstances may be required, to purchase all of the Management Shareholders shares in ALOG.
Agreements related to the foregoing, if deemed material, will be filed as exhibits to Equinixs quarterly report on Form 10-Q for
the reporting period in which the agreements are executed or become effective.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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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February 15, 2011
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By:
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/s/ Keith D. Taylor
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Name: Keith D. Taylor
Title: Chief Financial Officer
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