-----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, Ez4FhfQkf+kxByb9uW8mRYI+BFXWyi+C4C8E0BsGxxi/uLduZ2OVjczvitCXR8LO gut4xcSJOlUObEdbEIYfPQ== 0001193125-04-211084.txt : 20041210 0001193125-04-211084.hdr.sgml : 20041210 20041210155609 ACCESSION NUMBER: 0001193125-04-211084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041206 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041210 DATE AS OF CHANGE: 20041210 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: 041196449 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 d8k.htm FORM 8-K Form 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): December 6, 2004

 


 

EQUINIX, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   000-31293   77-0487526

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

310 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.

 

(a) On December 6, 2004, Equinix Operating Company, Inc., a Delaware Corporation and wholly-owned subsidiary of Equinix, Inc. (“Equinix”) entered into a long-term lease with Brokaw Interests, a California Limited Partnership for an existing data center located at 1735 Lundy Avenue, San Jose, California. The effective date of the lease is March 1, 2005. The building is under a master lease that was assigned to and assumed by Equinix for an initial term through 2020, with additional options to extend beyond this term. The premises consists of approximately 103,000 square feet which Equinix intends to operate as a data center consistent with other facilities they currently lease. In addition to the lease of the building, Equinix purchased the data center infrastructure assets for approximately $900,000.

 

(b) On December 6, 2004, Equinix entered into a $25,000,000 revolving credit facility with Silicon Valley Bank. The credit facility has a two-year commitment and may be used by Equinix to provide additional liquidity.

 

Item 2.02. Results of Operations and Financial Condition

 

The financial information in 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 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 December 8, 2004, the Company issued a press release announcing the new data center lease in San Jose and also updating guidance for the year ending December 31, 2005. A copy of the press release is attached as Exhibit 99.1.

 

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 December 6, 2004 Equinix long-term lease on 1735 Lundy Avenue, San Jose, CA, as disclosed in Item 1.01 paragraph (a) above.

 

*Please refer to the December 6, 2004 Equinix $25,000,000 revolving credit facility, as disclosed in Item 1.01 paragraph (b) above.

 

Item 8.01. Other Events

 

On November 24, 2004, Equinix and its subsidiaries entered into an Omnibus Amendment Agreement with i-STT Investment PTE Ltd., to amend the Securities Purchase Agreement between the parties dated October 2, 2002. The terms of the Omnibus Amendment Agreement provide for the release of the collateral of Equinix that was previously held by i-STT Investment PTE Ltd., with the exception of one securities account, which will be equal to the amount owed under the convertible secured notes plus an additional six months of interest.


Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits.    
99.1   Press Release of Equinix, Inc. dated December 8, 2004, 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: December 10, 2004   By:  

/s/ RENEE F. LANAM


        Renée F. Lanam
        Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
Number


 

Description


99.1   Text of Press Release dated December 8, 2004.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

EQUINIX TO OPEN THIRD DATA CENTER IN THE SILICON VALLEY; COMPANY

UPDATES 2005 GUIDANCE

 

Acquisition of New 103,000 Sq. Ft. Facility Gives Equinix Additional Capacity For Growth in One of Its Fastest Growing Markets

 

FOSTER CITY, CA — December 8, 2004 — Equinix, Inc. (Nasdaq: EQIX), the leading provider of network-neutral data centers and Internet exchange services, today announced that it has signed a long-term lease for an additional 103,000 square feet of data center space in San Jose close to the company’s two other Internet Business Exchange (IBX®) centers in the region. As a result of the addition of the new facility, Equinix has updated guidance for the year ending December 31, 2005.

 

The expansion, acquired through the purchase of assets and the assumption of the existing data center lease from AboveNet, adds approximately 2,000 cabinets. The expansion increases Equinix’s Silicon Valley footprint to approximately 400,000 square feet and its global footprint to approximately 1.4 million square feet, solidifying Equinix’s position as the leading provider of network-rich data centers and Internet exchange services. Equinix intends to begin placing new customers in the center starting March 1, 2005.

 

With more than 200 network service providers, all of the top ten Web properties (according to Nielsen NetRatings November 22, 2004) and hundreds of other companies operating within its facilities, Equinix’s neutral, network-rich IBX centers serve as hubs for the exchange of core Internet traffic.

 

All three of Equinix’s Silicon Valley centers will be interconnected through redundant AboveNet dark fiber links managed by Equinix in order for participants in each center to leverage the benefits of directly connecting with participants in the other centers. Customers in the new center will have immediate and scalable access to more than 50 networks and numerous strategic business partners for transit, peering and exchange services, including AboveNet which will provide the dark fiber services to the three Silicon Valley centers through the term of the lease.


The new center features a physical infrastructure that is consistent with Equinix’s industry-leading standards for high-performance security, environmental control and power availability. This power infrastructure will support blade technologies and other high power density deployments.

 

“Equinix continues to experience strong demand in Silicon Valley for our high-performance Internet hubs where a critical mass of networks, enterprises and content companies can operate and directly exchange traffic with each other,” said Peter Van Camp, CEO of Equinix. “This expansion comes as a result of the tremendous success we have seen in our San Jose center and the Santa Clara center that we opened one year ago, and it gives us additional capacity to maintain our momentum in this market with minimal capital investment.”

 

Equinix intends to invest approximately $5.0 million of capital expenditures in 2005 to make additional infrastructure enhancements to this new center. The new Silicon Valley center is expected to generate, at capacity, annual revenues between $25.0 and $30.0 million. Equinix expects long-term cash gross margins from this expansion to be in excess of 65%, consistent with the company’s model for previous expansion centers.

 

As a result of the acquisition of the new Silicon Valley data center, Equinix has updated its guidance for 2005. Total revenues for 2005 are expected to be in the range of $202.0 to $212.0 million. Cash gross margins are expected to be in the range of 51% to 53%. This reduction in cash gross margins is a result of additional rent and headcount costs associated with the new Silicon Valley data center. In addition, these costs are offset by approximately $3.0 million of the new Ashburn data center lease costs that are expected to be allocated for accounting purposes to capital equipment leased in the center. Cash selling, general and administrative expenses are expected to remain in the range of $48.0 to $50.0 million. EBITDA for the year is expected to be between $55.0 and $60.0 million.

 

Capital expenditures for 2005 are expected to be in a range of $23.0 to $27.0 million, comprised of $13.0 to $15.0 million of ongoing capital expenditures and approximately $10.0 to $12.0 million of expansion capital expenditures for the new Silicon Valley center and the remaining build-out of the Ashburn expansion. Free cash flow is expected to exceed $30.0 million.

 

Consistent with our prior guidance, Equinix is expected to become net income positive by the fourth quarter of 2005, excluding the impact of mandatory expensing of stock options. This timeline would be accelerated upon the conversion of the STT convertible secured notes in 2005, provided the stock trades at $32.12 for 30 consecutive trading days.

 


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 14 Internet Business Exchange (IBX®) centers in five countries, 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 operating IBX centers and developing, deploying and delivering Equinix services; 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.

 

Equinix Contact:

David Fonkalsrud

K/F Communications, Inc.

(415) 255-6506

dave@kfcomm.com

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