8-KLeadership ChangesAcquisitions & DispositionsExhibits & Filings

EQUINIX INC 8-K Report, Acquisition Completed (May 3, 2010)

Filed May 3, 2010For Securities:EQIX

Summary

Equinix, Inc. (EQIX) has officially completed its acquisition of Switch and Data Facilities Company, Inc. as of April 30, 2010. This strategic move consolidates Switch and Data as a wholly-owned subsidiary of Equinix, marking a significant step in Equinix's expansion. The acquisition was funded through a combination of Equinix common stock and cash, with specific exchange ratios and cash payouts determined by shareholder elections, including a mix for non-electing shares. In addition to the operational integration, the acquisition also led to a change in Equinix's Board of Directors. William K. Luby, formerly a director at Switch and Data, has been appointed to Equinix's Board, effective April 30, 2010, and nominated for re-election at the upcoming annual meeting. The filing also incorporates by reference the necessary financial statements of Switch and Data, along with pro forma combined financial information, providing investors with a comprehensive view of the transaction's financial implications.

Key Highlights

  • 1Equinix Inc. (EQIX) has successfully completed the acquisition of Switch and Data Facilities Company, Inc. on April 30, 2010.
  • 2Switch and Data is now a wholly-owned subsidiary of Equinix.
  • 3The acquisition involved a mix of cash and Equinix stock as consideration, with specific terms based on shareholder elections.
  • 4Equinix issued 5,458,413 shares of its common stock and paid $134,006,568 in cash for the acquisition.
  • 5William K. Luby, formerly a director of Switch and Data, has been appointed to Equinix's Board of Directors.
  • 6The acquired company's financial statements (Form 10-K and 10-Q) and pro forma combined financial information are incorporated by reference.
  • 7No Switch and Data stockholders exercised appraisal rights in connection with the acquisition.

Frequently Asked Questions

This 8-K filing formally announces and confirms the completion of Equinix's acquisition of Switch and Data Facilities Company, Inc. It also details the financial considerations, shareholder elections, and a related board appointment.

The acquisition was financed through a combination of Equinix's common stock and cash. Shareholders of Switch and Data made elections to receive either Equinix stock, cash, or a combination of both, which determined the final allocation of merger consideration.

As part of the acquisition agreement, William K. Luby, who was a director of Switch and Data, has been appointed to Equinix's Board of Directors. This brings the total number of directors to nine.

The filing incorporates by reference Switch and Data's annual report on Form 10-K for the year ended December 31, 2009, and its quarterly report on Form 10-Q for the period ended March 31, 2010. Additionally, unaudited pro forma combined consolidated condensed financial information is provided as an exhibit.