ISSUER FREE WRITING PROSPECTUS
(RELATING TO PRELIMINARY PROSPECTUS
SUPPLEMENT DATED AUGUST 28, 2024) FILED
PURSUANT TO RULE 433 REGISTRATION
NUMBERS 333-275203 AND 333-275203-01
Equinix Europe 2 Financing Corporation LLC
This Final Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Final Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Preliminary Prospectus Supplement.
3.650% Senior Notes due 2033
| Issuer: | Equinix Europe 2 Financing Corporation LLC (the “Issuer”) | |
| Issuer LEI: | 254900FSZR46BPMCKI50 | |
| Guarantor: | Equinix, Inc. | |
| Guarantor LEI: | 549300EVUN2BTLJ3GT74 | |
| Ratings*: | Moody’s: Baa2 (stable) | |
| S&P: BBB (stable) | ||
| Fitch: BBB+ (stable) | ||
| Securities: | 3.650% Senior Notes due 2033 (the “notes”) | |
| Principal Amount: | €600,000,000 | |
| Coupon (Interest Rate): | 3.650% per annum | |
| Yield to Maturity: | 3.680% | |
| Benchmark Bund: | DBR 2.600% due August 15, 2033 | |
| Benchmark Bund Price and Yield: | 103.280; 2.193% | |
| Spread to Benchmark Bund: | +148.7 bps | |
| Mid-Swap Yield: | 2.48% | |
| Spread to Mid-Swap Yield: | +120 bps | |
| Scheduled Maturity Date: | September 3, 2033 | |
| Public Offering Price: | 99.774% plus accrued interest, if any, from September 3, 2024. |
| Gross Proceeds to Issuer before Estimated Expenses: | €598,644,000 | |
| Interest Payment Date: | September 3 of each year, commencing on September 3, 2025. | |
| Interest Record Date: | August 19 of each year. | |
| Optional Redemption: | Prior to June 3, 2033, the notes will be redeemable, as a whole or in part, at the Issuer’s option, at any time or from time to time at a redemption price equal to the sum of (1) one hundred percent (100%) of the principal amount of the notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (2) a make-whole premium equal to the excess, if any, of (i) the aggregate present value as of the date of such redemption of each euro of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such euro if such redemption had been made on June 3, 2033 (assuming the notes matured on such date), in each case determined by discounting to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 25 basis points; over (ii) the principal amount of such note. | |
| On or after June 3, 2033, the notes will be redeemable, as a whole or in part, at the Issuer’s option, at any time or from time to time at a redemption price equal to 100.000% of the principal amount of the notes, together with accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. | ||
| “Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the notes, if they were to be purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by the Issuer. | ||
| Common Code: | 289232150 | |
| ISIN: | XS2892321501 | |
| Distribution: | SEC Registered (Registration Nos. 333-275203 and 333-275203-01) | |
| MiFID II Product Governance: | Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). | |
| UK MiFIR Product Governance: | Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). |
| PRIIPs: | No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or in the UK. | |
| Listing: | The Issuer will apply, following the completion of the offering of the notes, to have the notes listed on the Nasdaq Bond Exchange (“NASDAQ”) and expects trading in the notes on NASDAQ to begin within 30 days after the original issue date. | |
| Trade Date: | August 28, 2024 | |
| Settlement Date: | It is expected that delivery of the notes will be made against payment thereof on or about September 3, 2024, which is the third New York business day and fourth London business day following the date of pricing of the notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes the business day immediately preceding the settlement date will be required, by virtue of the fact that the notes initially will settle on September 3, 2024, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors | |
| Settlement and Trading: | Through the facilities of Euroclear Bank SA/NV and Clearstream Banking, société anonyme, Luxembourg. | |
| Use of Proceeds: | As set forth in the Preliminary Prospectus Supplement. | |
| Redemption Upon a Tax Event: | In the event of certain developments affecting taxation, the notes may be redeemed in whole, but not in part, at any time at the option of the Issuer, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, and any Additional Amounts then due and which will become due on the notes on the redemption date, subject to the rights of holders of record of notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts, if any, in respect thereof. | |
| Day Count Convention: | ACTUAL/ACTUAL (ICMA) | |
| Stabilization: | Relevant stabilization regulations apply (including FCA/ICMA) | |
| Denominations: | Minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. | |
| Joint Global Coordinators and Joint Book-Running Managers: | Citigroup Global Markets Limited | |
| Deutsche Bank AG, London Branch | ||
| HSBC Bank plc | ||
| ING Bank N.V. | ||
| J.P. Morgan Securities plc |
| Book-Running Managers: | Barclays Bank plc | |
| BNP Paribas | ||
| Goldman Sachs & Co. LLC | ||
| Merrill Lynch International | ||
| Mizuho International plc | ||
| MUFG Securities EMEA plc | ||
| RBC Europe Limited | ||
| The Toronto-Dominion Bank | ||
| Co- Managers: | Banco Santander, S.A. | |
| Morgan Stanley & Co. International plc | ||
| PNC Capital Markets LLC | ||
| Scotiabank (Ireland) Designated Activity Company | ||
| SMBC Nikko Capital Markets Limited | ||
| Standard Chartered Bank | ||
| U.S. Bancorp Investments, Inc. |
*An explanation of the significance of ratings may be obtained from the ratings agencies. Generally, ratings agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to review, revision, supervision, reduction or withdrawal at any time by Moody’s, Standard & Poor’s or Fitch. Each of the security ratings above should be evaluated independently of any other security rating.
MIFID II AND UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET / NO PRIIPs KID OR UK PRIIPs KID — Manufacturer target market is eligible counterparties and professional clients only (all distribution channels). No key information document (“KID”) under Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) or PRIIPS Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK PRIIPs Regulation”) has been prepared as the notes are not available to retail investors in the European Economic Area (the “EEA”) or the United Kingdom (“UK”).
In the EEA, the notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended. Consequently, no KID required by the PRIIPs Regulation for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In the UK, the notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by the UK PRIIPs Regulation for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In the UK, this document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the UK, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer or the Guarantor has filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Citigroup Global Markets Limited at 1-800-831-9146 (toll free); Deutsche Bank AG, London Branch at +1 (800) 503-4611 (toll free); HSBC Bank plc at 1-866-811-8049 (toll free); ING Bank N.V. at +31-20-563-8185; J.P. Morgan Securities plc (for non-U.S. investors) at +44-20 7134-2468; or J.P. Morgan Securities LLC (for U.S. investors) at (212) 834-4533 (call collect).
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