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 1, 2009

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)

301 Velocity Way, 5^th Floor

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:

x 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 7.01 Regulation FD Disclosure.

On December 2, 2009, Equinix, Inc. (“Equinix”) will present at the NASDAQ OMX 23^rd Investor Program being held in London. Certain presentation slides to be used in the presentation are attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

As previously disclosed in the Registration Statement on Form S-4 that Equinix filed on November 25, 2009, both Equinix and Switch & Data Facilities Company, Inc. (“Switch and Data”) filed Notification and Report Forms with the Antitrust Division of the Department of Justice, or the Antitrust Division, and the Federal Trade Commission pursuant to the Hart-Scott-Rodino Antitrust Improvement Act of 1976, or the HSR Act, on November 4, 2009. As a result, the waiting period under the HSR Act with respect to the merger between Equinix and Switch and Data was scheduled to expire on December 4, 2009. However, following the submission of materials relating to the transaction to the Antitrust Division staff and consultation with the staff, Equinix intends to voluntarily withdraw its Notification and Report Form on December 3, 2009 and re-file the form on December 7, 2009. Equinix’s re-filing will give the Antitrust Division staff more time to review the information submitted by the parties and to complete its initial investigation before the staff must determine whether to issue a formal request for additional information. The effect of this re-filing will be to extend the waiting period under the HSR Act an additional 30 days to January 6, 2010.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 Presentation slides to be used on December 2, 2009.

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 1, 2009	By:	/s/    BRANDI GALVIN MORANDI
		Brandi Galvin Morandi
		General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Presentation slides to be used on December 2, 2009.

EX-99.1

Investor Presentation

NASDAQ: EQIX

December 2, 2009

Filed by Equinix, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Switch & Data Facilities Company, Inc.

(Commission File No. 001-33302)

Exhibit 99.1

2

Public Disclosure Statement

Except for historical information, our presentation today contains forward-looking

statements

which

include

words

such

as

“believe”,

“anticipate”

and

“expect”.

These

forward-looking statements involve risks and uncertainties that may cause Equinix’s

actual results to differ materially from those expressed or implied by these statements. 

Factors

that

may

affect

Equinix’s

results

are

summarized

in

our

annual

report

on

Form

10-K filed February 26, 2009, and quarterly report on Form 10-Q filed on October 26,

2009.

Equinix

assumes

no

obligation

and

does

not

intend

to

update

forward-looking

statements made in this presentation.

FORWARD -

LOOKING

STATEMENTS

Switch & Data Acquisition:

Terms & Rationale

3

o

ANNOUNCED: October 21, 2009

o

PURCHASE PRICE: $689M equity value at time of signing (Oct. 20, ‘09)

o

CONSIDERATION: 80% EQIX stock and 20% cash

o

CLOSING: Expected Q1 2010

TRANSACTION

TERMS

o

NEW MARKETS: Presence in Top 10 North American internet hubs i.e.

Atlanta, Denver, Miami, Seattle & Toronto

o

IBX CAPACITY: Incremental capacity in constrained overlap markets

e.g. Dallas

o

INTERCONNECTION: Increased network density in key North American

metros

o

SYNERGIES: Annual run rate operating synergies estimated at

approximately $20M

o

FINANCIAL BENEFITS: Potential tax (NOLs) and interest (re-financing)

efficiencies

STRATEGIC

RATIONALE

Equinix + Switch & Data:

Enhanced North American Platform

4

AP

EQUINIX

(Global)

SWITCH & DATA

(North America)

PRO FORMA

(Global)

22

34

> 1M

18

45

> 5M

34

79

> 6M

METRIC

MARKETS

DATA CENTERS

GROSS SQ. FT.

Presence in 9 of the top 10 markets / internet hubs in North America

Chicago

Los Angeles

New York

Area

Dallas/Irving

Silicon Valley

Washington, D.C.

Phoenix

Denver

Miami

Tampa

Atlanta

Indianapolis

Boston

Detroit

Buffalo

Cleveland

Philadelphia

Pittsburgh

Nashville

Seattle

Toronto

St. Louis

Equinix

Switch and Data

EU

9/30/2009

$M

EQIX

S&D

ADJ

COMB

Cash & Cash Equivalents

627

$         

23

$           

(283)

$        

367

$         

Total Assets

2,963

393

274

3,630

Total Debt

1,499

203

(143)

1,559

Net Debt

872

180

141

1,192

Net Debt / LQA ADJ EBITDA

2.1x

2.1x

-

2.3x

Q3 '09

$M

EQIX

S&D

ADJ

COMB

REVENUES

228

$         

54

$           

-

$          

281

$         

Contribution

81%

19%

-

100%

ADJUSTED EBITDA

106

21

-

127

Contribution

83%

17%

-

100%

Equinix + Switch & Data:

Increased Financial Scale

5

EQUINIX + SWITCH & DATA PRO FORMA FINANCIALS

(1)

9/30/09 Pro Forma balance sheet data based on proxy statement and proxy filed on November 25, 2009. 

(2)

Equinix and Switch and Data define adjusted EBITDA differently.

For example, Switch and Data excludes deferred rent from their calculation.  You should

refer to Equinix’s and Switch and Data’s Form 8-K filed on October 21, 2009 and October 27, 2009, respectively, for these results and their differences.

(1)

(2)

(2)

6

This

communication

may

be

deemed

to

be

solicitation

material

in

respect

of

the

proposed

transaction

between

Equinix

and

Switch

and

Data.

On

November

25,

2009,

in

connection

with

the

proposed

transaction

involving

Equinix

and

Switch

and

Data, Equinix

filed with the SEC a Registration Statement on Form S-4 containing a Proxy Statement/Prospectus and each

of Equinix

and Switch and Data plan to file with the SEC other documents regarding the proposed transaction.  The

definitive

Proxy

Statement/Prospectus

will

be

mailed

to

stockholders

of

Switch

and

Data.

SWITCH

AND

DATA

STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS

FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Switch and Data stockholders will be able to obtain free copies of the Registration Statement and the Proxy

Statement/Prospectus

(when

available)

and

other

documents

filed

with

the

SEC

by

Equinix

and

Switch

and

Data

through

the website maintained by the SEC at www.sec.gov.  In addition, Switch and Data stockholders will be able to obtain free

copies of the Registration Statement and the Proxy Statement/Prospectus (when available) and other documents filed with

the SEC from Equinix

by directing a request to Equinix, Inc., 301 Velocity Way, Fifth Floor, Foster City, CA 94404, Attention:

Investor

Relations

(telephone:

888-222-1162)

or

going

to

Equinix’s

corporate

website

at

www.equinix.com,

or

from

Switch

and

Data

by

directing

a

request

to

Switch

&

Data

Facilities

Company,

Inc.,

1715

Westshore

Boulevard,

Suite

650,

Tampa,

FL 33607, Attention: Investor Relations (telephone: 866-797-2633) or going to Switch and Data’s corporate website at

www.switchanddata.com.

Equinix, Switch and Data and their respective directors and executive officers may be deemed to be participants in the

solicitation

of

proxies

in

respect

of

the

proposed

transaction.

Information

regarding

Equinix’s

directors

and

executive

officers

is

contained

in

its

annual

proxy

statement

filed

with

the

SEC

on

April

23,

2009.

Information

regarding

Switch

and

Data’s directors and executive officers is contained in Switch and Data’s annual proxy statement filed with the SEC on April

6, 2009.

Additional

information

regarding

the

interests

of

such

potential

participants

will

be

included

in

the

Proxy

Statement/Prospectus

and

the

other

relevant

documents

filed

with

the

SEC

(when

available).

Important Information for Investors &

Stockholders