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 24, 2005
EQUINIX, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-31293 77-0487526
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
301 Velocity Way
Foster City, California 94404
(650) 513-7000
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(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 24, 2005, Equinix RP, Inc., a Delaware Corporation and
wholly-owned subsidiary of Equinix, Inc. ("Equinix") entered into a definitive
purchase and sale agreement ("Agreement") with iStar Financial Inc., a Maryland
real estate investment trust ("Buyer"). The Agreement governs the sale and
leaseback by Equinix of an existing, improved 107,000 square foot data center
located in El Segundo, California known as the Maple data center. The purchase
price was determined through negotiations between Equinix and Buyer, and is
approximately $38.7 million dollars to be paid in cash at closing. The long-term
lease between Equinix and Buyer will commence upon closing, and is at market
rates with options to renew. The sale-leaseback transaction is subject to
closing contingencies, and it is expected that these conditions will be removed
on or before November 1, 2005 and the transaction will close before the end of
the year. Buyer is also the owner of approximately 39 acres of unimproved land
which Equinix currently leases in San Jose, California.
Item 8.01. Other Events
On October 24, 2005, Equinix, Inc. entered into a non-binding letter of
intent to obtain long-term debt financing on Equinix's recently-purchased
Washington, D.C. area data center campus and to amend its ground lease for 39
acres of land in San Jose to allow for early termination of Equinix's
obligations under this lease.
Regarding the Washington D.C. area data center financing, Equinix has
negotiated a non-binding letter of intent to finance this acquisition with a $60
million mortgage over 20 years. This financing is subject to completion of
definitive agreements, and although there is no assurance that the definitive
agreements will be completed, Equinix currently expects the transaction to close
before the end of the year. In addition, Equinix currently intends to list for
sale those buildings within the business park that will not be used for its
current operations or expansion plans.
Equinix also announced today that it has entered into a non-binding letter
of intent for the early termination of its San Jose ground lease. The ground
lease, which covers 39 acres, was entered into in June of 2000, had a remaining
commitment of nearly $100 million through 2020. Under the proposed terms of the
letter of intent, Equinix will pay $40 million over the next four years,
commencing January 1, 2006, as well as certain carrying costs of the property
totaling an additional amount of approximately $1.5 million. This financing is
subject to completion of definitive agreements, and although there is no
assurance the definitive agreements will be completed, the Company currently
expects the transaction to close in January 2006. As a result of the deal,
Equinix will incur a restructuring charge in the range of $35-$40 million in the
fourth quarter.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release of Equinix, Inc. dated October 25, 2005, furnished in
accordance with Items 1.01 and 8.01 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 25, 2005 By: /s/ KEITH D. TAYLOR
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Keith D. Taylor
Chief Financial Officer