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Nov 7, 2022
11/07/2022 | 06:14am EST Message : Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2022 EQUINIX, INC. Delaware (650) 598-6000 (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 (see General Instruction A.2. below): ¨ ¨ ¨ ¨ Securities registered pursuant to Section 12(b) of the Act: Title of each class Common stock, par value $0.001 per share EQIX 0.250% Senior Notes due 2027 The Nasdaq Stock Market LLC 1.000% Senior Notes due 2033 The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 1.01. Entry into Material Definitive Agreement On November 4, 2022, Equinix, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Citigroup Global Markets Inc. ("Citigroup"), BofA Securities, Inc. ("BofA"), Deutsche Bank Securities Inc. ("DB"), Goldman Sachs & Co. LLC ("Goldman"), HSBC Securities (USA) Inc. ("HSBC"), ING Financial Markets LLC, J.P. Morgan Securities LLC ("JPM") and Santander Investment Securities Inc. (each, a "Sales Agent," and collectively, the "Sales Agents"), Citibank N.A., Bank of America, N.A., Deutsche Bank AG, London Branch, Goldman, HSBC Bank USA, National Association and JPMorgan Chase Bank, National Association, New York Branch (each in its capacity as purchaser under any Forward Sale Agreement (as defined below), a "Forward Purchaser" and collectively, the "Forward Purchasers") and Citigroup, BofA, DB, Goldman, HSBC and JPM (each, as agent for its affiliated Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined in the Equity Distribution Agreement) pursuant to the Equity Distribution Agreement, a "Forward Seller" and collectively, the "Forward Sellers"). Concurrently with its entry into the Equity Distribution Agreement, the Company entered into separate master forward confirmations (collectively, the "Master Forward Confirmations"), each dated November 4, 2022, by and between the Company and each of the Forward Purchasers. Pursuant to the terms of the Equity Distribution Agreement, the Company may issue and sell, from time to time, through or to the Sales Agents, as sales agents and/or principals, or pursuant to any Forward Sale Agreements under the Master Forward Confirmations, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $1,500,000,000 (the "Shares"). The sales of Shares through or to the Sales Agents, if any, will be made by means of ordinary brokers' transactions, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or as otherwise agreed upon by the Sales Agents and the Company by any method permitted by law. The Equity Distribution Agreement provides that, in addition to the issuance and sale of Shares through the Sales Agents, the Company may also enter into forward sale agreements pursuant to any Master Forward Confirmation and related supplemental confirmations to be entered into between the Company and the relevant Forward Purchaser pursuant thereto (each supplemental confirmation, together with the related Master Forward Confirmation, a "Forward Sale Agreement"). In connection with any Forward Sale Agreement, pursuant to the Equity Distribution Agreement, the relevant Forward Purchaser has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices to borrow from third parties and, through the relevant Forward Seller, sell a number of Shares equal to the number of Shares underlying the particular Forward Sale Agreement. The Company will not initially receive any proceeds from the sale of borrowed shares of the Company's common stock by a Forward Seller. The Company expects to receive proceeds upon future physical settlement of the relevant Forward Sale Agreement with the relevant Forward Purchaser on dates specified by the Company on or prior to the maturity date of the relevant Forward Sale Agreement. In connection with each Forward Sale Agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price payable by the relevant Forward Purchaser under the relevant Forward Sale Agreement, commissions at a mutually agreed rate not to exceed 2.0% of the gross sales price of all borrowed shares of common stock sold during the applicable forward hedge selling period by it as a Forward Seller. The shares of common stock that the Company may offer and sell, and the shares of borrowed common stock that the Forward Purchasers may offer and sell through the Forward Sellers, pursuant to the Equity Distribution Agreement will be offered and sold pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-249763) filed with the Securities and Exchange Commission on October 30, 2020, and the prospectus supplement filed with the Securities and Exchange Commission on November 4, 2022. The foregoing descriptions of the Equity Distribution Agreement and Master Forward Confirmations are not complete and are qualified in their entirety by reference to the full text of the Equity Distribution Agreement and form of Master Forward Confirmation, which are filed as Exhibits 1.1 and 1.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The Company is also a party to a certain Equity Distribution Agreement, dated October 30, 2020, as amended on February 18, 2022 (the "2020 Equity Distribution Agreement"). As of November 3, 2022, common stock with an aggregate offering price of approximately $200 million remained to be sold under the 2020 Equity Distribution Agreement. The Company does not plan to issue or sell Shares through or to the Sales Agents, as sales agents and/or principals, or pursuant to any Forward Sale Agreements under the Master Forward Confirmations, under the Equity Distribution Agreement until all shares remaining under the 2020 Equity Distribution Agreement are issued and sold. The legal opinion of Davis Polk & Wardwell LLP relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K. The legal opinion of Sullivan & Worcester LLP relating to tax matters is filed as Exhibit 8.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits (d) Exhibits
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ING Financial Markets's headquarters is located at 1325 Avenue of the Americas, New York.
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