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): October 3, 2005
EQUINIX, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-31293 77-0487526
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
301 Velocity Way
Foster City, California 94404
(650) 513-7000
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(Addresses, including zip code, and telephone numbers, including area code,
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into A Material Definitive Agreement.
On October 3, 2005, Equinix, Inc., a Delaware Corporation ("Equinix")
entered into a definitive purchase and sale agreement ("Agreement") with Trizec
Realty, LLC, a California limited liability company ("Seller"). The Agreement
governs the purchase by Equinix of an office/warehouse complex known as the
Beaumeade Business Park ("Park") located in Ashburn, Virginia. Equinix purchased
the entire 32.6-acre Park containing six buildings, within three of which
Equinix is already a tenant. The total rentable square feet of the Park is
approximately 461,700 and it is currently 95% leased. Equinix posted a $10
million deposit upon entering into the Agreement, which is non-refundable
subject to Seller satisfying certain conditions prior to close. The deposit will
be applied towards the purchase price at closing. The purchase price was
determined through negotiations between Equinix and Seller, and is approximately
$53 million dollars to be paid in cash at closing, which is scheduled to occur
on or before October 18, 2005. Equinix will continue to operate our existing
data centers within the Park. Equinix intends to sell those buildings that will
not be used for our expansion, and will evaluate opportunities to secure
long-term financing on the retained buildings, either in the form of
sale-leaseback or mortgage financing by year-end. Other than the previous
landlord/tenant status, there is no material relationship between Equinix and
Seller.
Item 2.02. Results of Operations and Financial Condition
The information in Item 2.02 of this Current Report is being furnished and
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. The information in Item 2.02 of this Current Report shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
On October 6, 2005, the Company issued a press release regarding the
purchase of the Park mentioned above in Item 1.01, and discussed previously
released financial guidance for 2005. A copy of the press release is attached as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release of Equinix, Inc. dated October 6, 2005, furnished
in accordance with Item 2.02 of this Current Report on Form 8-K.
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.
DATE: October 6, 2005 By: /s/ KEITH D. TAYLOR
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Keith D. Taylor
Chief Financial Officer