-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FdbpCkAOy+lQGKCztz+Lg1Lz550As4+IWsCtwzMSK0XEnet3LODg6lme1/B/NswA 3teaurlcoOFYC0kuK7Y1kw== 0001157523-05-008660.txt : 20051006 0001157523-05-008660.hdr.sgml : 20051006 20051006170328 ACCESSION NUMBER: 0001157523-05-008660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051003 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051006 DATE AS OF CHANGE: 20051006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUINIX INC CENTRAL INDEX KEY: 0001101239 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770487526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31293 FILM NUMBER: 051127680 BUSINESS ADDRESS: STREET 1: 301 VELOCITY WAY, 5TH FLOOR CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-513-7000 MAIL ADDRESS: STREET 1: 301 VELOCITY WAY, 5TH FLOOR CITY: FOSTER CITY STATE: CA ZIP: 94404 8-K 1 a4989579.txt EQUINIX, INC., 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): October 3, 2005 EQUINIX, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 000-31293 77-0487526 - ------------------------------- ------------------------ -------------------- (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification Number) 301 Velocity Way Foster City, California 94404 (650) 513-7000 - -------------------------------------------------------------------------------- (Addresses, including zip code, and telephone numbers, including area code, of principal executive offices) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry Into A Material Definitive Agreement. On October 3, 2005, Equinix, Inc., a Delaware Corporation ("Equinix") entered into a definitive purchase and sale agreement ("Agreement") with Trizec Realty, LLC, a California limited liability company ("Seller"). The Agreement governs the purchase by Equinix of an office/warehouse complex known as the Beaumeade Business Park ("Park") located in Ashburn, Virginia. Equinix purchased the entire 32.6-acre Park containing six buildings, within three of which Equinix is already a tenant. The total rentable square feet of the Park is approximately 461,700 and it is currently 95% leased. Equinix posted a $10 million deposit upon entering into the Agreement, which is non-refundable subject to Seller satisfying certain conditions prior to close. The deposit will be applied towards the purchase price at closing. The purchase price was determined through negotiations between Equinix and Seller, and is approximately $53 million dollars to be paid in cash at closing, which is scheduled to occur on or before October 18, 2005. Equinix will continue to operate our existing data centers within the Park. Equinix intends to sell those buildings that will not be used for our expansion, and will evaluate opportunities to secure long-term financing on the retained buildings, either in the form of sale-leaseback or mortgage financing by year-end. Other than the previous landlord/tenant status, there is no material relationship between Equinix and Seller. Item 2.02. Results of Operations and Financial Condition The information in Item 2.02 of this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. On October 6, 2005, the Company issued a press release regarding the purchase of the Park mentioned above in Item 1.01, and discussed previously released financial guidance for 2005. A copy of the press release is attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release of Equinix, Inc. dated October 6, 2005, furnished in accordance with Item 2.02 of this Current Report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EQUINIX, INC. DATE: October 6, 2005 By: /s/ KEITH D. TAYLOR --------------------- Keith D. Taylor Chief Financial Officer EX-99.1 2 a4989579ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Equinix to Purchase Its Flagship Washington, D.C. Area Data Center Campus; Company Ahead of Schedule on Closing of Sale-Leaseback of New Los Angeles Area Center FOSTER CITY, Calif.--(BUSINESS WIRE)--Oct. 6, 2005--Equinix, Inc. (Nasdaq:EQIX), the leading provider of network-neutral data centers and Internet exchange services, today announced an agreement to acquire its flagship Washington, D.C. area data center campus in Ashburn, Virginia for $53.0 million. The company also announced that it expects to close the sale-leaseback of its newly acquired Los Angeles area data center within 30 days, ahead of its previously announced target of year-end. Equinix's flagship Internet Business Exchange(TM) (IBX(R)) center in Ashburn is part of a 32.6 acre campus that totals 461,700 square feet located in the Dulles Corridor that is home to many of the region's technology companies. Equinix currently occupies three of the six buildings on the campus, including two fully built-out IBXs and a third available for expansion. The total campus is 95% leased. Equinix intends to sell those buildings that will not be used for expansion, and the company will evaluate opportunities to secure long-term financing on the retained buildings, either in the form of sale-leaseback or mortgage financing, by year-end. Equinix also leases a fourth building on a nearby campus that was opened as a part of the company's Washington, D.C. area expansion in December 2004. Equinix also announced that it is ahead of schedule in the closing of the sale-leaseback of its Los Angeles area center in El Segundo. The company originally purchased the property for $34.5 million in September of this year and is currently in negotiations with multiple parties to sell the center for $36.0 - $40.0 million. Equinix expects to close the transaction within 30 days. "With the announced sale of the Ashburn campus, we saw an opportunity to secure our flagship IBX center as well as to acquire contiguous expansion space to position ourselves for further growth in one of our strongest markets," said Peter Van Camp, CEO of Equinix. "Given the tremendous interest we have received in the planned sale-leaseback of our recently acquired Los Angeles area center, we are confident there is a great opportunity to obtain attractive long-term financing for this strategic Washington, D.C. area property as well." The purchase of the Ashburn, Virginia campus is not expected to have a negative impact on the company's previously issued guidance on quarter and year-end revenue and EBITDA. Absent this transaction, Free Cash Flow guidance for the year would also not be negatively impacted. Depending on the nature of the financing used for this property, the company will update Free Cash Flow guidance on Equinix's third quarter earnings conference call. About Equinix Equinix is the leading global provider of network-neutral data centers and Internet exchange services for enterprises, content companies, systems integrators and network services providers. Through the company's Internet Business Exchange(TM) (IBX(R)) centers in 11 markets in the U.S. and Asia, customers can directly interconnect with every major global network and ISP for their critical peering, transit and traffic exchange requirements. These interconnection points facilitate the highest performance and growth of the Internet by serving as neutral and open marketplaces for Internet infrastructure services, allowing customers to expand their businesses while reducing costs. This press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements. Factors that might cause such differences include, but are not limited to, the challenges of acquiring and operating IBX centers and developing, deploying and delivering Equinix services; a failure to receive significant revenue from customers in recently-acquired data centers; competition from existing and new competitors; the ability to generate sufficient cash flow or otherwise obtain funds to repay outstanding indebtedness; the loss or decline in business from our key customers and other risks described from time to time in Equinix's filings with the Securities and Exchange Commission. In particular, see Equinix's recent quarterly and annual reports filed with the Securities and Exchange Commission, copies of which are available upon request from Equinix. Equinix does not assume any obligation to update the forward-looking information contained in this press release. Equinix and IBX are registered trademarks of Equinix, Inc. Internet Business Exchange is a trademark of Equinix, Inc. CONTACT: Equinix, Inc. Jason Starr, 650-513-7402 (Investor Relations) jstarr@equinix.com or K/F Communications, Inc. David Fonkalsrud, 415-255-6506 (Media) dave@kfcomm.com -----END PRIVACY-ENHANCED MESSAGE-----