Edgar Filing: EQUINIX INC

Equinix, Inc.

April 24, 2014

/s/ Keith D. Taylor

Name: Keith D. Taylor

Title: Chief Financial Officer

Form 8-K

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): April 24, 2014

EQUINIX, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-31293

77-0487526

(State or Other Jurisdiction

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

One Lagoon Drive, 4th Floor

Redwood City, California 94065

(650) 598-6000

(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 3.02. Unregistered Sales of Equity Securities

On April 24, 2014, Equinix, Inc. (the “Company”) entered into a note exchange agreement (the “Exchange Agreement”) with a holder (the “Holder”) of the Company’s outstanding 4.75% Convertible Subordinated Notes (the “Notes”) pursuant to which the Holder agreed to exchange approximately $98.9 million of its Notes to the Company in exchange for (i) an aggregate of 1,172,766 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) approximately $10.3 million in cash (the “Exchange”). The Exchange will result in a net present value benefit to the Company and is expected to occur on May 2, 2014, subject to customary closing conditions. The issuance of the Common Stock is being made in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.

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.