Material Event Form 8 K

Item 8.01 Other Events

Issuance of 3.650% Senior Notes due 2033

On September 3, 2024, Equinix Europe 2 Financing Corporation LLC (the "Issuer"), a Delaware limited liability company and an indirect, wholly-owned subsidiary of Equinix, Inc. (the "Guarantor"), a Delaware corporation, issued and sold €600,000,000 aggregate principal amount of its 3.650% Senior Notes due 2033 (the "Notes"), fully and unconditionally guaranteed by the Guarantor (the "Guarantee", together with the Notes, the "Securities"), pursuant to an underwriting agreement dated August 28, 2024 (the "Underwriting Agreement") among the Issuer, the Guarantor and the several underwriters named in Schedule II thereto.

The Securities were issued pursuant to an indenture dated March 18, 2024 (the "Base Indenture") by and among the Issuer, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the Second Supplemental Indenture dated September 3, 2024 (the "Supplemental Indenture," and, together with the Base Indenture, the "Indenture") by and among the Issuer, the Guarantor, Elavon Financial Services DAC, UK Branch, as paying agent, and the Trustee.

The Securities were offered pursuant to a Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-275203), which became effective upon filing with the Securities and Exchange Commission on March 18, 2024, including the prospectus contained therein dated March 18, 2024, a preliminary prospectus supplement dated August 28, 2024, and a final prospectus supplement dated August 28, 2024.

The Company intends to allocate an amount equal to the net proceeds from the offering of the Notes to finance or refinance, in whole or in part, one or more eligible green projects. Pending full allocation of an amount equal to the net proceeds of the offering of the Notes, the net proceeds may be used in accordance with our general treasury policy and be held in cash, cash equivalents and/or U.S. government securities or used to repay existing borrowings or upcoming maturities.

The Notes will bear interest at the rate of 3.650% per annum and will mature on September 3, 2033. Interest on the Notes is payable annually on September 3 of each year, beginning on September 3, 2025.

The Issuer may redeem at its election, at any time or from time to time, some or all of the Notes before they mature. The redemption price will equal the sum of (1) an amount equal to 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. Notwithstanding the foregoing, if the Notes are redeemed on or after June 3, 2033 (three months prior to the maturity date of the Notes), the redemption price will not include a make-whole premium for the Notes.

Upon a change of control triggering event, as defined in the Indenture, the Issuer will be required to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount of the Notes on the date of purchase, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

The Notes are fully and unconditionally guaranteed on an unsecured basis by the Guarantor. The Notes are the Issuer's unsecured senior obligations and rank equally in right of payment to all of the Issuer's existing and future unsecured and unsubordinated indebtedness and are structurally subordinated to all of the liabilities of the Issuer's subsidiaries, if any. In addition, the Guarantor's obligations under the Guarantee rank equally with all of its other unsecured and unsubordinated indebtedness and are effectively subordinated to all of the existing and future secured indebtedness of the Guarantor and structurally subordinated to all of the indebtedness and liabilities of other subsidiaries of the Guarantor.

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