11/07/2022 | 06:14am EST
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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):
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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

Equinix : Material Agreement - Form 8-K

September 09, 2022 04:40 PM Eastern Daylight Time
ATLANTA--( BUSINESS WIRE )--Newell Brands (NASDAQ: NWL) today announced the public offering of $500 million aggregate principal amount of 6.375% notes due 2027 (the “2027 Notes”) and $500 million aggregate principal amount of 6.625% notes due 2029 (the “2029 Notes” and, together with the 2027 Notes, the “Notes”). The offering of the Notes is expected to close on September 14, 2022, subject to customary closing conditions. Newell Brands intends to use the net proceeds from the offering, together with available cash, to redeem or repurchase its outstanding 3.850% senior notes due 2023 (the “2023 Notes”). Neither this press release nor anything contained herein shall constitute a notice of redemption of the 2023 Notes. J.P. Morgan Securities LLC, BofA Securities, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Barclays Capital Inc., Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LLC are serving as the joint book-running managers for the offering. PNC Capital Markets LLC, ING Financial Markets LLC, Siebert Williams Shank & Co., LLC and U.S. Bancorp Investments, Inc. are serving as the co-managers for the offering of the Notes. The offering of the Notes is being made under an automatically effective shelf registration statement on Form S-3 (Registration No. 333-238122) filed by Newell Brands with the Securities and Exchange Commission (“SEC”) on May 8, 2020 and only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement has been filed, and an issuer free writing prospectus and a prospectus supplement relating to the offering of the Notes will be filed, with the SEC, to which this communication relates. Prospective investors should read the issuer free writing prospectus, preliminary prospectus supplement and the accompanying prospectus included in the registration statement and other documents Newell Brands has filed with the SEC for more complete information about Newell Brands and the offering. These documents are available at no charge by visiting EDGAR on the SEC website at http://www.sec.gov . Alternatively, the prospectus and the prospectus supplement may be obtained by contacting J.P. Morgan Securities LLC at (866) 803-9204. This communication is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The offering of these securities will be made only by means of the applicable prospectus supplement and the accompanying prospectus. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, the prospectus contained therein or the applicable prospectus supplement. About Newell Brands
Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, FoodSaver, Calphalon, Sistema, Sharpie, Paper Mate, Dymo, EXPO, Elmer’s, Yankee Candle, Graco, NUK, Rubbermaid Commercial Products, Spontex, Coleman, Campingaz, Contigo, Oster, Sunbeam and Mr. Coffee. Newell Brands' beloved, planet friendly brands enhance and brighten consumers lives at home and outside by creating moments of joy, building confidence and providing peace of mind. Forward-Looking Statements
Some of the statements in this press release, particularly those relating to the offering of the Notes and the use of proceeds therefrom are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Actual results could differ materially from expectations expressed or implied in the forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Important factors that could cause actual results to differ materially from such expectations are and will be detailed in the company’s filings with the SEC, including but not limited to its Annual Report on Form 10-K for the year ended December 31, 2021 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, which are available on the Newell Brands website at www.ir.newellbrands.com in the Financial Information, SEC Filings section. Contacts

Newell Brands Announces Offering of $500 Million 6.375% Notes due 2027 and $500 Million 6.625% Notes due 2029

By  Steve Matthews August 10, 2022, 2:58 p.m. EDT
2 Min Read
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Economists are divided on whether slower U.S. consumer-price growth for July means the Federal Reserve could ease its aggressive rate-hiking program, making 75 basis-point moves less definite. The consumer price index increased 8.5% from a year earlier, cooling from the 9.1% June advance that was the largest in four decades, Labor Department data showed Wednesday. Prices were unchanged from the prior month. Markets are now pricing in the likelihood of a 50 basis-point increase in September rather than 75 basis points, and less than 100 basis points of hikes over the next two meetings. "Whether it's 50 or 75 in September is probably going to go down to the wire," said Derek Holt, an economist at Scotiabank. "Right now, I'd give the bigger nod to the intensifying tightness in the job market that fans concern over wage-driven catalysts to future inflation versus the latest CPI print, but it's premature to judge the September move."  
The central bank's policy-setting Federal Open Market Committee raised its benchmark rate by three quarters of a percentage point in July for the second straight month, marking the most aggressive back-to-back increases in more than a generation to tame inflation back to its goal of 2%. The FOMC next gathers Sept. 20-21. Fed Chair Jerome Powell told reporters after the July 27 decision that officials could increase rates by the same amount at the next meeting — depending on readings from the economy between now and then — though they would slow at some point in the future. Fed officials who've spoken in recent days have effectively pushed back against a narrative in financial markets that policy makers are envisioning a pivot away from tightening amid evidence of a turn in the economy, saying that returning price growth to the goal of 2% remains a priority. The July CPI prince "makes it more likely that our call will be right for the September FOMC — a hike of 50 basis points," Michael Pond, the head of inflation strategy at Barclays Capital Inc., said in an interview on Bloomberg Television Wednesday. "This is a necessary print for the Fed, but it's not sufficient," Pond said. "We need to see a lot more. You can think about this print as sort of like the weather — it's better today than it has been over the past few days. But it's still summer. There's still a lot of humidity out there. It's not great. So it's in the right direction. But we're certainly not not there yet. " 
For Diane Swonk, the chief economist at KPMG LLP, the Fed is now hedging against risk of future supply shocks as well as combating current inflation and will likely favor a 75 basis-point increase. "The Fed is no longer willing to rest on their laurels on a one-month move," she said. "The greater risk for the Fed is to stop too soon than stop too late. It will take a lot more cooling than this for the Fed to shift its decision rule, although in this economy, September seems an eternity away." Core inflation, excluding volatile food and energy, rose 0.3% from June and 5.9% from a year ago. While those figures were better than expected,  Fed officials likely to be concerned at how far they are from the 2% inflation goal. ''Core inflation remains on an upward trajectory due to rising housing rental costs and service-sector inflation pressures," said James Knightley, chief international economist at ING Financial Markets LLC. "The case for a third consecutive 75 basis-point rate hike in September remains strong and will likely recover if we are right on core inflation moving higher in August." Steve Matthews

Cooler inflation takes next Fed rate-hike size down to the wire

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PHILADELPHIA, Jan. 18, 2022 /PRNewswire/ -- FS KKR Capital Corp. (NYSE: FSK ) today announced that it has completed its previously announced offering of $500,000,000 in aggregate principal amount of its 3.250% unsecured notes due 2027 (the "Notes"). BofA Securities, Inc., BMO Capital Markets Corp., KKR Capital Markets LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC, ING Financial Markets LLC, Truist Securities, Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC are acting as joint book-running managers for this offering. BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Santander Investment Securities Inc. and SG Americas Securities, LLC are acting as joint lead managers for this offering. Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Compass Point Research & Trading, LLC, Hovde Group, LLC, ICBC Standard Bank Plc, R. Seelaus & Co., LLC, Keefe, Bruyette & Woods, Inc. and U.S. Bancorp Investments, Inc. are acting as co-managers for this offering. FSK intends to use the net proceeds of this offering for general corporate purposes, including potentially repaying outstanding indebtedness under credit facilities and certain notes. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. About FS KKR Capital Corp.
FSK is a leading publicly traded business development company (BDC) focused on providing customized credit solutions to private middle market U.S. companies. FSK seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market companies. FSK is advised by FS/KKR Advisor, LLC. About FS/KKR Advisor, LLC
FS/KKR Advisor, LLC (FS/KKR) is a partnership between FS Investments and KKR Credit that serves as the investment adviser to FSK. FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices in New York, NY, Orlando, FL and Leawood, KS. KKR Credit is a subsidiary of KKR & Co. Inc., a leading global investment firm that manages multiple alternative asset classes, including private equity, credit and real assets, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR's investments may include the activities of its sponsored funds. Forward-Looking Statements and Important Disclosure Notice
This announcement may contain certain forward-looking statements, including statements with regard to future events or the future performance or operations of FSK. Words such as "believes," "expects," "projects," and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption in FSK's operations or the economy generally due to terrorism, natural disasters or pandemics such as COVID-19, future changes in laws or regulations and conditions in FSK's operating area, and the price at which shares of FSK's common stock trade on the New York Stock Exchange. Some of these factors are enumerated in the filings FSK makes with the SEC. FSK undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Contact Information:

16:15 ET
FSK Completes Offering of $500,000,000 3.250% Notes Due 2027

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PHILADELPHIA, Jan. 10, 2022 /PRNewswire/ -- FS KKR Capital Corp. (NYSE: FSK ) announced that it has priced an underwritten public offering of $500,000,000 in aggregate principal amount of its 3.250% unsecured notes due 2027 (the "Notes"). The Notes will mature on July 15, 2027 and may be redeemed in whole or in part at FSK's option at any time at par plus a "make-whole" premium, provided that the Notes may be redeemed at par one month prior to their maturity. The offering is expected to close on January 18, 2022, subject to customary closing conditions. BofA Securities, Inc., BMO Capital Markets Corp., KKR Capital Markets LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC, ING Financial Markets LLC, Truist Securities, Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC are acting as joint book-running managers for this offering. BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Santander Investment Securities Inc. and SG Americas Securities, LLC are acting as joint lead managers for this offering. Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Compass Point Research & Trading, LLC, Hovde Group, LLC, ICBC Standard Bank Plc, R. Seelaus & Co., LLC, Keefe, Bruyette & Woods, Inc. and U.S. Bancorp Investments, Inc. are acting as co-managers for this offering. FSK intends to use the net proceeds of this offering for general corporate purposes, including potentially repaying outstanding indebtedness under credit facilities and certain notes. Other Information
Investors are advised to carefully consider the investment objectives, risks, charges and expenses of FSK before investing. The pricing term sheet dated January 10, 2022, the preliminary prospectus supplement dated January 10, 2022, and the accompanying prospectus dated October 4, 2021, each of which has been filed with the U.S. Securities and Exchange Commission (the "SEC"), contain this and other information about FSK and should be read carefully before investing. The information in the pricing term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The pricing term sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release are not offers to sell any securities of FSK and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted. FSK's shelf registration statement is on file and was deemed immediately effective upon filing with the SEC. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents FSK has filed with the SEC for more complete information about FSK and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, FSK, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus if you request it from BofA Securities, Inc., 200 North College Street, NC1-004-03-43, Charlotte, NC 28255-0001, Attn: Prospectus Department, tel: (800)294-1322; email: [email protected] ; BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036, Attn: Debt Capital Markets Syndicate, tel: 1-866-864-7760; KKR Capital Markets LLC, 30 Hudson Yards, New York, NY 10001: tel: 212-230-9433; MUFG Securities Americas Inc., 1221 Avenue of the Americas, Sixth Floor, New York, NY 10020, tel: 877-649-6848; and SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, NY 10172, Attn: Debt Capital Markets tel: 888-868-6856, email: [email protected] . About FS KKR Capital Corp.
FSK is a leading publicly traded business development company (BDC) focused on providing customized credit solutions to private middle market U.S. companies. FSK seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market companies. FSK is advised by FS/KKR Advisor, LLC. About FS/KKR Advisor, LLC
FS/KKR Advisor, LLC (FS/KKR) is a partnership between FS Investments and KKR Credit that serves as the investment adviser to FSK. FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices in New York, NY, Orlando, FL and Leawood, KS. KKR Credit is a subsidiary of KKR & Co. Inc., a leading global investment firm that manages multiple alternative asset classes, including private equity, credit and real assets, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR's investments may include the activities of its sponsored funds. Forward-Looking Statements and Important Disclosure Notice
This announcement may contain certain forward-looking statements, including statements with regard to future events or the future performance or operations of FSK. Words such as "believes," "expects," "projects," and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption in FSK's operations or the economy generally due to terrorism, natural disasters or pandemics such as COVID-19, future changes in laws or regulations and conditions in FSK's operating area, and the price at which shares of FSK's common stock trade on the New York Stock Exchange. Some of these factors are enumerated in the filings FSK makes with the SEC. FSK undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Contact Information:

18:12 ET
FSK Prices Public Offering of $500,000,000 3.250% Notes Due 2027

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