8-A12B 1 tm2422480d5_8a12b.htm FORM 8-A12B

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

  

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 

PURSUANT TO SECTION 12(b) OR 12(g) OF THE 

SECURITIES EXCHANGE ACT OF 1934

 

EQUINIX, INC. 

EQUINIX EUROPE 2 FINANCING CORPORATION LLC 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   77-0487526
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

 

One Lagoon Drive 

Redwood City, California 94065

 

(Address of Principal Executive Offices) (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

to Be so Registered

 

Name of Each Exchange on Which

 

Each Class Is to Be Registered

     
3.650% Senior Notes due 2033   The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

 

333-275203 

333-275203-01

 

(If applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None 

(Title of Class)

 

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

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, together with the Guarantor, have filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated August 28, 2024 (the “Prospectus Supplement”) to a prospectus dated March 18, 2024 (the “Prospectus”) contained in the Issuer and the Guarantor’s Post Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-275203), which Registration Statement was initially filed with the Commission on October 27, 2023, relating to the securities to be registered hereunder.

 

The Issuer and the Guarantor incorporate by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

 

  Item 1. Description of Registrant’s Securities to Be Registered

 

The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of Notes” and “Material U.S. Federal Income Tax Considerations” in the Prospectus Supplement and “Description of Debt Securities” in the Prospectus.

 

  Item 2. Exhibits

 

Exhibit

 

Number

  Description
4.1   Indenture dated as of March 18, 2024, among Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc. as guarantor, and U.S. Bank Trust Company, National Associate as trustee (incorporated herein by reference to Exhibit 4.4 to the Post Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-275203) initially filed with the Commission on October 27, 2023).
     
4.2   Second Supplemental Indenture, dated as of September 3, 2024, among Equinix Europe 2 Financing Corporation LLC, as Issuer, Equinix, Inc, as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association as registrar and trustee (incorporated herein by reference to Exhibit 4.2 to Equinix, Inc.'s Current Report on Form 8-K filed with the Commission on September 3, 2024).
     
4.3   Form of  3.650% Senior Notes due 2033 (incorporated herein by reference to Exhibit 4.3 to Equinix, Inc.’s Current Report on Form 8-K filed with the Commission on September 3, 2024).

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Equinix, Inc.
   
  By: /s/ Keith D. Taylor
  Name: Keith D. Taylor
  Title: Chief Financial Officer

 

  Equinix Europe 2 Financing Corporation LLC
   
  By: /s/ Keith D. Taylor
  Name: Keith D. Taylor
  Title: Authorized Signatory

 

Date: September 3, 2024