EQUINIX INC files 8-K: entry into a material agreement, termination of a material agreement, creation of a material debt / off-balance-sheet obligation

Item 1.01. Entry into a Material Definitive Agreement

On July 27, 2026 (the “Closing Date”), Equinix, Inc. (“Equinix”) entered into a Credit Agreement (the “Credit Agreement”), by and among Equinix, as a borrower, Equinix Europe 1 Financing Corporation LLC (“Finco 1”), as a borrower, Equinix Europe 2 Financing Corporation LLC (“Finco 2” and together with Finco 1, each a “Finco”), as a borrower, a syndicate of financial institutions, as lenders, Bank of America, N.A., as administrative agent, BNP Paribas, Citibank, N.A., Goldman Sachs Bank USA, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A., and MUFG Bank, Ltd., as co-syndication agents, Banco Santander, S.A., New York Branch, DBS Bank LTD., Deutsche Bank AG New York Branch, ING Bank N.V., Dublin Branch, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada New York Branch, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Toronto-Dominion Bank, New York Branch, as co-documentation agents, and BofA Securities, Inc., BNP Paribas, Citibank, N.A., Goldman Sachs Bank USA, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A., and MUFG, as joint lead arrangers and joint book runners, which Credit Agreement is comprised of a $5,500,000,000 senior unsecured multi-currency revolving credit facility (the “Revolving Facility”).

The Revolving Facility has a maturity date of July 25, 2031 (the “Maturity Date”). Until the Maturity Date, (i) Equinix may borrow, repay and reborrow amounts under the Revolving Facility denominated U.S. Dollars and in certain eligible foreign currencies, including Euro, Sterling, Yen, Canadian Dollars, Australian Dollars, Hong Kong Dollars, Singapore Dollars, Swiss Francs, Swedish Krona and such other currencies as may from time to time be agreed to by the Lenders (each such foreign currency, an “Alternative Currency”), (ii) Finco 1 may may borrow, repay and reborrow amounts under the Revolving Facility denominated in Swiss Francs up to a sublimit of the Swiss Francs equivalent of $1,000,000,000 and (iii) Finco 2 may borrow, repay and reborrow amounts under the Revolving Facility denominated in Euro up to a sublimit of the Euro equivalent of $5,500,000,000. On the Maturity Date, all amounts outstanding under the Revolving Facility must be repaid in full.

Each Finco shall be obligated to repay only the borrowings made by such Finco and interest accrued on such borrowings but not the borrowings made by the other Finco or by Equinix. Equinix has guaranteed the timely repayment in full of all borrowings by the Fincos and interest accrued on such borrowings.

The proceeds of the Revolving Facility shall be available to be used for working capital, capital expenditures, acquisitions, dividends, distributions, stock buybacks, the issuance of letters of credit and other general corporate purposes. The Revolving Facility includes a $1,500,000,000 sublimit for the issuance of standby letters of credit and bank guarantees.

Borrowings under the Revolving Facility denominated in U.S. Dollars will bear interest at either (i) Term SOFR (defined as the forward-looking Secured Overnight Financing Rate (“SOFR”) term rate), (ii) Daily SOFR or (iii) at the option of Equinix, the Base Rate (defined as the highest of (a) the Federal Funds Rate (with such rate deemed to be zero if the Federal Funds Rate is less than zero) plus 1/2 of 1%, (b) the Bank of America prime rate and (c) Daily SOFR plus 1.00%), plus, in each case, a margin based on either Equinix’s consolidated net leverage ratio or Equinix’s corporate credit ratings from S&P Global Ratings, Fitch Ratings Inc. and Moody’s Investors Service, Inc. (such corporate credit ratings, the “Credit Ratings” and such margin, the “Applicable Margin”). Borrowings under the Revolving Facility denominated in an Alternative Currency will bear interest at a term reference rate or overnight reference rate applicable to the relevant Alternative Currency plus the Applicable Margin.

As of the Closing Date, under the Revolving Facility, the Applicable Margin for Base Rate borrowings was zero and the Applicable Margin for any other borrowing was 77.5 basis points (0.775%). A facility fee ranging, depending on either Equinix’s consolidated net leverage ratio or Equinix’s Credit Ratings, from 7.0 basis points (0.07%) to 20.0 basis points (0.20%), shall be payable quarterly in respect of the total amount of the Lenders’ commitments (regardless of utilization) under the Revolving Facility. Letter of credit fees shall be payable quarterly on the maximum amount available to be drawn under each letter of credit. Equinix is also required to pay certain fees to the administrative agent under the Revolving Facility.

The Credit Agreement contains customary covenants, including a financial covenant which requires Equinix to maintain as of the end of each fiscal quarter a ratio of (i) consolidated net funded debt to (ii) consolidated adjusted EBITDA of not greater than 6.50 to 1.00 (which maximum ratio may be temporarily increased, at the election of Equinix, to 7.00 to 1.00 following certain material acquisitions), as well as customary events of default.

The foregoing description of the Credit Agreement is only a summary and is qualified in its entirety by reference to the Credit Agreement, a copy of which will be filed as an exhibit to Equinix’s Form 10-Q for the quarter ended September 30, 2026.

Item 1.02. Termination of a Material Definitive Agreement

On July 27, 2026, Equinix repaid in full all of the obligations outstanding under Equinix’s Credit Agreement dated as of January 7, 2022 (as amended, the “2022 Credit Agreement”) and terminated the 2022 Credit Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant

Please refer to the description of the Credit Agreement disclosed in Item 1.01 above.