EQUINIX INC, 8-K 제출: 기타 중요 사건

Item 8.01 Other Events

Issuances of 4.150% Senior Notes due 2028, 4.800% Senior Notes due 2033, 5.100% Senior Notes due 2035 and 5.450% Senior Notes due 2038

Europe 2 Financing Corporation LLC (the “ Issuer ”), a Delaware limited liability company and an indirect, wholly-owned subsidiary of Equinix, Inc. (the “ Guarantor ” or “ Equinix ”), a Delaware corporation, issued and sold €650,000,000 aggregate principal amount of its 4.150% Senior Notes due 2028 (the “ 2028 Notes ”), €700,000,000 aggregate principal amount of its 4.800% Senior Notes due 2033 (the “ 2033 Notes ”), €500,000,000 aggregate principal amount of its 5.100% Senior Notes due 2035 (the “ 2035 Notes ”), and €650,000,000 aggregate principal amount of its 5.450% Senior Notes due 2038 (the “ 2038 Notes ” and, together with the 2028 Notes, the 2033 Notes and the 2035 Notes, the “ Notes ”), in each case, fully and unconditionally guaranteed by the Guarantor (the “ Guarantees ” and, together with the Notes, the “ Securities ”), pursuant to an underwriting agreement dated November 3, 2026 (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 Tenth Supplemental

Indenture dated November 9, 2026 with respect to the 2028 Notes (the “ 2028 Indenture ”), the Eleventh

Supplemental Indenture dated November 9, 2026 with respect to the 2033 Notes (the “ 2033 Indenture ”), the Twelfth Supplemental Indenture dated November 9, 2026 with respect to the 2035 Notes (the “ 2035

Indenture ”) and the Thirteenth Supplemental Indenture dated November 9, 2026 with respect to the 2038 Notes (the “ 2038 Indenture ” and, together with the 2028 Indenture, 2033 Indenture and 2035 Indenture, the “ Supplemental Indentures ”), in each case, by and among the Issuer, the Guarantor, U.S. Bank Europe DAC, U.K. Branch, as paying agent, and the Trustee. The Supplemental Indentures, together with the Base Indenture, are referred to as the “Indentures”.

The Securities were offered pursuant to a Registration Statement on

Form S-3 (No. 333-299680), which became effective upon filing with the Securities and Exchange Commission on October 28, 2026, including the prospectus contained therein dated October 28, 2026, a preliminary prospectus supplement dated November 3, 2026, and a final prospectus supplement dated November 3, 2026.

Equinix 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 Equinix’s general treasury policy and be held in cash, cash equivalents and U.S. government securities or used to repay existing borrowings.

The 2028 Notes will bear interest at the rate of 4.150% per annum and will mature on November 9, 2028. Interest on the 2028 Notes is payable annually on November 9 of each year, beginning on November 9, 2027. The 2033 Notes will bear interest at the rate of 4.800% per annum and will mature on February 15, 2033. Interest on the 2033 Notes is payable annually on February 15 of each year, beginning on February 15, 2027. The 2035

Notes will bear interest at the rate of 5.100% per annum and will mature on November 9, 2035. Interest on the 2035 Notes is payable annually on November 9 of each year, beginning on November 9, 2027. The 2038 Notes will bear interest at the rate of 5.450% per annum and will mature on November 9, 2038. Interest on the 2038 Notes is payable annually on November 9 of each year, beginning on November 9, 2027. Equinix hedged a portion of the interest rate risk associated with the 2035 Notes and the 2038 Notes. Accounting for the estimated impact of such hedges, the 2035 Notes will carry an effective all-in interest rate of 4.91% per year, and the 2038 Notes will carry an effective all-in interest rate of 5.42% per year.

The Issuer may redeem at its election, at any time or from time to time, some or all of the Notes of any series 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 applicable series 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 2033 Notes are redeemed on or after December 15, 2032 (two months prior to the maturity date of the 2033 Notes), the 2035 Notes are redeemed on or after

August 9, 2035 (three months prior to the maturity date of the 2035 Notes) or the 2038 Notes are redeemed on or after August 9, 2038 (three months prior to the maturity date of the 2038 Notes), the redemption price will not include a make-whole premium for the applicable series of the Notes.

Upon a change of control triggering event, as defined in the Indentures, the Issuer will be required to make an offer to purchase the applicable series of Notes at a purchase price equal to 101% of the principal amount thereof 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.

The Indentures contain restrictive covenants relating to limitations on: (i) liens; (ii) certain asset sales and mergers and consolidations; and (iii) sale and leaseback transactions, subject, in each case, to certain exceptions.

The Indentures contain customary terms that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the applicable series of the Notes then outstanding may declare the principal of such Notes and any accrued and unpaid interest through the date of such declaration immediately due and payable. In the case of certain events of bankruptcy or insolvency relating to the

Issuer or the Guarantor, the principal amount of each series of the Notes together with any accrued and unpaid interest through the occurrence of such event shall automatically become and be immediately due and payable.

The above descriptions of the Underwriting Agreement, Indentures and the Securities are qualified in their entirety by reference to the Underwriting Agreement, Base Indenture and the Supplemental Indentures.

A copy of the Underwriting Agreement, Base Indenture, the Tenth Supplemental Indenture, the Eleventh Supplemental Indenture, the Twelfth

Supplemental Indenture, the Thirteenth Supplemental Indenture, and the forms of the 2028 Notes, 2033 Notes, 2035 Notes and 2038 Notes are filed as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 to this Current Report on Form 8-K.

A copy of the opinion of Davis Polk & Wardwell LLP relating to the validity of the Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1.