Equinix (EQIX) FWPFree writing prospectus

Equinix

2.000% Senior Notes due 2028 (the “2028 notes”)

$400,000,000

2.000% per annum

2.083%

UST 1.250% due April 30, 2028

99-25; 1.283%

+80 bps

May 15, 2028

99.462% plus accrued interest, if any, from May 17, 2021

$395,348,000

May 15 and November 15 of each year, commencing on November 15, 2021.

May 1 and November 1 of each year.

The Issuer may redeem at its election, at any time or from time to time, some or all of the 2028 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 2028 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 2028 notes are redeemed on or after March 15, 2028 (two (2) months prior to the maturity date of the 2028 notes) (such date, the “2028 First Par Call Date”), the redemption price will not include a make-whole premium.

The Issuer will calculate the make-whole premium with respect to any 2028 notes redeemed before the 2028 First Par Call Date, as the excess, if any, of:

1.             the aggregate present value as of the date of such redemption of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such dollar if such redemption had been made on the 2028 First Par Call Date, in each case determined by discounting, on a semiannual basis, such principal and interest at the 2028 Reinvestment Rate (determined on the third business day preceding the date such notice of redemption is given) from the respective dates on which such principal and interest would have been payable if such redemption had been made on the 2028 First Par Call Date; over

2.             the principal amount of such 2028 note.

“2028 Reinvestment Rate” means 15 basis points, plus the arithmetic mean (rounded to the nearest 1/100th of a percentage point) of the yields for the immediately preceding full week published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available prior to the date of determining the make-whole premium (or if such statistical release is no longer published, any such other reasonably comparable index which shall be designated by the Issuer) most nearly equal to the 2028 First Par Call Date. If no maturity exactly corresponds to the 2028 First Par Call Date, the 2028 Reinvestment Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields for the two published maturities most closely corresponding to such date (for the avoidance of doubt, with such two published maturities being the published maturity occurring most closely before such date and the published maturity occurring most closely after such date).

Neither the Trustee nor any paying agent shall have any obligation to calculate or verify the calculation of the make-whole premium.

Equinix

2.500% Senior Notes due 2031 (the “2031 notes” or the “green notes”)

$1,000,000,000

2.500% per annum

2.555%

UST 1.125% due February 15, 2031

95-21+; 1.605%

+95 bps

May 15, 2031

99.518% plus accrued interest, if any, from May 17, 2021

$988,680,000

May 15 and November 15 of each year, commencing on November 15, 2021.

May 1 and November 1 of each year.

The Issuer may redeem at its election, at any time or from time to time, some or all of the 2031 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 2031 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 2031 notes are redeemed on or after February 15, 2031 (three (3) months prior to the maturity date of the 2031 notes) (such date, the “2031 First Par Call Date”), the redemption price will not include a make-whole premium.

The Issuer will calculate the make-whole premium with respect to any 2031 notes redeemed before the 2031 First Par Call Date, as the excess, if any, of:

1.             the aggregate present value as of the date of such redemption of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such dollar if such redemption had been made on the 2031 First Par Call Date, in each case determined by discounting, on a semiannual basis, such principal and interest at the 2031 Reinvestment Rate (determined on the third business day preceding the date such notice of redemption is given) from the respective dates on which such principal and interest would have been payable if such redemption had been made on the 2031 First Par Call Date; over

2.             the principal amount of such 2031 note.

“2031 Reinvestment Rate” means 15 basis points, plus the arithmetic mean (rounded to the nearest 1/100th of a percentage point) of the yields for the immediately preceding full week published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available prior to the date of determining the make-whole premium (or if such statistical release is no longer published, any such other reasonably comparable index which shall be designated by the Issuer) most nearly equal to the 2031 First Par Call Date. If no maturity exactly corresponds to the 2031 First Par Call Date, the 2031 Reinvestment Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields for the two published maturities most closely corresponding to such date (for the avoidance of doubt, with such two published maturities being the published maturity occurring most closely before such date and the published maturity occurring most closely after such date).

Neither the Trustee nor any paying agent shall have any obligation to calculate or verify the calculation of the make-whole premium.

Equinix

3.400% Senior Notes due 2052 (the “2052 notes”)

$500,000,000

3.400% per annum

3.443%

UST 1.625% due November 15, 2050

85-23; 2.293%

+115 bps

February 15, 2052

99.178% plus accrued interest, if any, from May 17, 2021.

$491,515,000

February 15 and August 15 of each year, commencing on February 15, 2022.

February 1 and August 1 of each year.

The Issuer may redeem at its election, at any time or from time to time, some or all of the 2052 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 2052 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 2052 notes are redeemed on or after August 15, 2051 (six (6) months prior to the maturity date of the 2052 notes) (such date, the “2052 First Par Call Date”), the redemption price will not include a make-whole premium.

The Issuer will calculate the make-whole premium with respect to any 2052 notes redeemed before the 2052 First Par Call Date, as the excess, if any, of:

1.             the aggregate present value as of the date of such redemption of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such dollar if such redemption had been made on the 2052 First Par Call Date, in each case determined by discounting, on a semiannual basis, such principal and interest at the 2052 Reinvestment Rate (determined on the third business day preceding the date such notice of redemption is given) from the respective dates on which such principal and interest would have been payable if such redemption had been made on the 2052 First Par Call Date; over