8-KLeadership ChangesAcquisitions & DispositionsSecurities & Listing+1

EQUINIX INC 8-K Report, Acquisition Completed (Jan 15, 2016)

Filed January 15, 2016For Securities:EQIX

Summary

Equinix, Inc. (EQIX) announced the successful completion of its acquisition of Telecity Group plc on January 15, 2016. This significant transaction, valued at approximately $3.8 billion in total consideration (comprising $1.7 billion in cash and $2.1 billion in Equinix common stock), marks a substantial expansion for Equinix by bringing Telecity under its full ownership. This move is expected to strengthen Equinix's global footprint and market position in the data center industry. In conjunction with the acquisition, Equinix also announced the election of John Hughes, former Executive Chairman of Telecity, to its Board of Directors, effective January 15, 2016. Mr. Hughes's appointment brings additional expertise to Equinix's leadership, and his transition includes a separation payment and a replacement equity award from Equinix. The issuance of Equinix shares to Telecity shareholders was conducted under a securities exemption, and further details on employee equity award adjustments will be finalized later.

Key Highlights

  • 1Equinix has completed the acquisition of Telecity Group plc, making Telecity a wholly-owned subsidiary.
  • 2The total transaction value is approximately $3.8 billion, consisting of $1.7 billion in cash and $2.1 billion in Equinix common stock.
  • 3Approximately 6.8 million shares of Equinix common stock were issued as part of the acquisition consideration.
  • 4The acquisition significantly expands Equinix's global reach and market presence.
  • 5John Hughes, formerly Executive Chairman of Telecity, has been appointed to Equinix's Board of Directors.
  • 6The issuance of Equinix shares is being made under the Section 3(a)(10) exemption of the Securities Act of 1933.
  • 7John Hughes is entitled to a separation payment and a replacement equity award from Equinix.

Frequently Asked Questions

This filing primarily announces the completion of Equinix's acquisition of Telecity Group plc and provides details on the transaction consideration, the issuance of Equinix stock, and the appointment of a new director to Equinix's Board.

The total consideration for the acquisition was approximately $3.8 billion, comprised of $1.7 billion in cash and $2.1 billion in Equinix common stock, based on the closing price of Equinix shares on January 14, 2016. This excludes the value of assumed employee equity awards.

John Hughes was the Executive Chairman of Telecity. He has been elected to Equinix's Board of Directors effective January 15, 2016, following the completion of the acquisition, bringing his expertise from the acquired company.

The approximately 6.8 million shares of Equinix common stock are being issued in reliance on the exemption afforded by Section 3(a)(10) of the Securities Act of 1933, following the sanction by the High Court of England and Wales.