Equinix Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events |
Issuance of C$700,000,000 Senior Notes due 2032
On November 24, 2025, Equinix Canada Financing Ltd (the “Issuer”), an Ontario corporation and an indirect, wholly-owned subsidiary of Equinix, Inc. (the “Guarantor”), a Delaware corporation, issued and sold C$700,000,000 aggregate principal amount of its 4.000% Senior Notes due 2032 (the “Notes”), fully and unconditionally guaranteed by the Guarantor (the “Guarantee”, together with the Notes, the “Securities”), pursuant to an underwriting agreement dated November 17, 2025 (the “Underwriting Agreement”) among the Issuer, the Guarantor and the several underwriters named in Schedule II thereto.
The Securities were issued pursuant to an indenture dated November 24, 2025 (the “Base Indenture”) by and among the Issuer, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated November 24, 2025 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”) by and among the Issuer, the Guarantor and the Trustee.
The Securities were offered pursuant to a Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (No. 333-275203), which became effective upon filing with the Securities and Exchange Commission on November 10, 2025, including the prospectus contained therein dated November 10, 2025, a preliminary prospectus supplement dated November 17, 2025, and a final prospectus supplement dated November 17, 2025.
The Notes will bear interest at the rate of 4.000% per annum and will mature on November 15, 2032. Interest on the Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2026.
Prior to September 15, 2032 (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, 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 aggregate principal amount of the Notes to be redeemed, and (ii) a price for the notes being redeemed, calculated on the business day preceding the date on which the Issuer issues the notice of redemption pursuant to the Indenture and in accordance with generally accepted Canadian financial practice, to provide a yield to the Par Call Date equal to the Government of Canada Yield (as defined in the Supplemental Indenture) plus 27 basis points, plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
On or after the Par Call Date, the Issuer may redeem the Notes, at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
Upon a change of control triggering event, as defined in the Indenture, the Issuer 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 and unpaid interest, if any, to, but excluding, the date of purchase.
The Notes are fully and unconditionally guaranteed on an unsecured basis by the Guarantor. The Notes are the Issuer’s unsecured senior obligations and rank equally in right of payment to any of the Issuer’s future unsecured and unsubordinated indebtedness and are structurally subordinated to any of the liabilities of the Issuer’s subsidiaries, if any. In addition, the Guarantor’s obligations under the Guarantee rank equally with all of its other unsecured and unsubordinated indebtedness and are effectively subordinated to all of the existing and future secured indebtedness of the Guarantor and structurally subordinated to all of the existing and future indebtedness and liabilities of other subsidiaries of the Guarantor.
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 the Issuer, the Guarantor, or any of its Material Subsidiaries (as defined in the Supplemental Indenture), 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.
The above descriptions of the Indenture and the Securities are qualified in their entirety by reference to the Base Indenture and the Supplemental Indenture. A copy of the Base Indenture, the Supplemental Indenture, and the form of the Notes are filed as Exhibits 4.1, 4.2, and 4.3, to this Current Report on Form 8-K.
Copies of the opinions of Davis Polk & Wardwell LLP and Blake, Cassels & Graydon LLP relating to the validity of the Notes are incorporated by reference into the Registration Statement and are attached to this Current Report on Form 8-K as Exhibit 5.1 and 5.2.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
* Filed herewith
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.
| EQUINIX, INC. | ||
| By: | /s/ Keith D. Taylor | |
| Name: | Keith D. Taylor | |
| Title: | Chief Financial Officer | |
Date: November 24, 2025