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): February 2, 2007
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 Number) (I.R.S. Employer
of Incorporation) Identification Number)
301 Velocity Way, 5th Floor
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 February 2, 2007, CHI 3, LLC ("CHI 3"), a Delaware single member
limited liability company wholly owned by Equinix Operating Co., Inc. ("Op Co"),
a Delaware corporation and wholly-owned subsidiary of Equinix, Inc. ("Equinix"),
a Delaware corporation, entered into a Development Loan and Security Agreement
(the "Loan Agreement") with SFT I, Inc. ("Lender"), a Delaware corporation, for
a loan of up to $110 million (the "Loan") to be used for the development, design
and construction of an approximately 250,000 square foot IBX data center located
in Elk Grove Village, Illinois.
The Loan has an initial three year term, bears interest at a floating
rate of a one, three or six month LIBOR plus 2.75%, and is evidenced by the Loan
Agreement, promissory notes in the original principal amount of $110 million, in
favor of Lender and affiliates of Oak Hill Capital, and a Mortgage, Assignment
of Leases and Rents, Security Agreement and Fixture Filing executed by CHI 3 for
the benefit of Lender.
In connection with the Loan, CHI 3, as landlord, and Op Co, as tenant,
have entered into a Master Lease relating to such IBX data center and Equinix
has entered into a Guaranty of Lease in favor of CHI 3 with respect to the
obligations of Op Co under the Master Lease.
Equinix has concurrently entered into an Environmental Indemnity
Agreement, Guaranty and Completion Guaranty in favor of Lender pursuant to which
Equinix guarantees performance of certain obligations of CHI 3 under the Loan.
Lender (or its affiliates) owns a data center located in El Segundo,
California leased by Op Co, and unimproved land in San Jose, California also
leased by Op Co. Lender is also a party to a $100 million loan to another
Equinix subsidiary secured by the 32-acre Beaumeade Business Park in Ashburn,
Virginia.
A copy of the related press release is attached hereto 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 disclosure in Item 1.01 above.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release of Equinix, Inc. dated February 6, 2007.
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: February 6, 2007 By: /s/ Keith D. Taylor
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Keith D. Taylor
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of Equinix, Inc. dated February 6, 2007.