8-KOther Events

EQUINIX INC 8-K Report, Corporate Update (Sep 28, 2015)

Filed September 28, 2015For Securities:EQIX

Summary

Equinix, Inc. (EQIX) announced on September 28, 2015, a special distribution of approximately $627 million to its stockholders of record as of October 8, 2015. This distribution is intended to pass through taxable income recognized by Equinix in 2015, including repatriated foreign earnings, depreciation recapture, and other taxable income items, in order to avoid or minimize U.S. federal income tax liabilities for the company and its stockholders. Stockholders have the option to receive their portion of the distribution as either Equinix common stock or cash, with a limit on the total cash payout. The total cash available for distribution is capped at $125.4 million. If the aggregate cash elections by stockholders exceed this cap, cash distributions will be prorated, and those stockholders electing cash will receive a combination of cash and stock. Stockholders who do not make an election by the deadline of November 2, 2015, will automatically receive their distribution in common stock. Investors are strongly advised to consult with their tax advisors to understand the implications of this special distribution.

Key Highlights

  • 1Equinix announced a special distribution of $627 million, payable on or about October 8, 2015.
  • 2The distribution is designed to distribute taxable income recognized by Equinix in 2015.
  • 3Stockholders can elect to receive the distribution in either Equinix common stock or cash.
  • 4The total cash payout is capped at $125.4 million.
  • 5If cash elections exceed the cap, distributions will be prorated, and some cash-electing stockholders may receive a mix of cash and stock.
  • 6Stockholders who do not make an election will automatically receive shares of common stock.
  • 7An election deadline of November 2, 2015, is established for stockholders.

Frequently Asked Questions

The special distribution is intended to pass through approximately $627 million in taxable income that Equinix expects to recognize in 2015. This includes repatriated foreign earnings, depreciation recapture, and other taxable income, aiming to avoid or minimize U.S. federal income tax liabilities for both the company and its stockholders.

Yes, stockholders of record as of October 8, 2015, can elect to receive their pro rata share of the distribution entirely in Equinix common stock or entirely in cash. However, the total cash payable to all stockholders is limited to $125.4 million.

If the total amount elected by stockholders for cash distribution exceeds the $125.4 million cap, the cash payments will be prorated. In such cases, stockholders who elected cash will receive a portion in cash and the remainder in Equinix common stock, with at least 20% of their pro rata share expected to be in cash (subject to rounding and other adjustments).

If you are a stockholder of record as of October 8, 2015, and do not submit a valid election form by the deadline of November 2, 2015, you will be deemed to have elected to receive your entire pro rata portion of the 2015 Special Distribution in the form of Equinix common stock.