Item 7.01. Regulation FD Disclosure
On October 18, 2021, Equinix, Inc. ("Equinix") issued a press release that
includes, among other matters, information related to the Joint Venture, as
defined and described in Item 8.01 below and incorporated into this Item 7.01 by
reference. A copy of the press release is furnished as Exhibit 99.1 and is
incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section and shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act, except as otherwise stated in such filings.
Item 8.01. Other Events.
On October 15, 2021, Equinix entered into an agreement to form a joint venture
with PGIM Real Estate, the real estate investment and financing arm of
Prudential Financial's global asset management business (the "Joint Venture")
whereby, upon closing, the Joint Venture will develop and operate two xScale
data centers in Sydney, Australia. Pursuant to the terms of the Joint Venture,
upon closing, PGIM Real Estate will control an 80% equity interest in the joint
venture, and Equinix will own the remaining 20% equity interest.
The Joint Venture plans to secure financing prior to closing to fund a portion
of the consideration paid to Equinix for the establishment of the Joint Venture
and the planned development of the sites, working capital needs and other
general corporate purposes of the Joint Venture.
The closing of the Joint Venture is subject to conditions including (i) certain
financing conditions, including the fulfilment by each of Equinix and PGIM Real
Estate of their funding obligations and obtaining certain external financing
arrangements; (ii) completion of pre-closing reorganization; and (iii) obtaining
required regulatory approvals.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and other
securities laws, including statements regarding the proposed Joint Venture and
the development of certain data centers. The forward-looking statements involve
risks and uncertainties. Actual results may differ materially from expectations
discussed in such forward-looking statements. Although Equinix believes that its
forward-looking statements are based reasonable assumptions, expected results
may not be achieved, and actual results may differ materially from its
expectations. Factors that might cause such differences include, but are not
limited to, risks related to Equinix's ability to complete the closing of the
joint ventures on the proposed terms and schedule; risks related to Equinix or
PGIM Real Estate being able to satisfy their respective closing conditions
related to the joint ventures, including obtaining regulatory approval; any
inability of Equinix, PGIM Real Estate or the joint ventures to obtain financing
as needed; risks related to whether the data centers which will be developed and
contributed to the joint ventures will be integrated successfully, and whether
such development and integration may be more difficult, time-consuming or costly
than expected; risks that the expected benefits of the joint ventures will not
occur; the challenges of operating and managing data centers and developing,
deploying and delivering Equinix services; the ability to generate sufficient
cash flow or otherwise obtain funds to repay new or outstanding indebtedness;
competition from existing and new competitors; the loss or decline in business
from key hyperscale companies; disruption from the joint ventures making it more
difficult to conduct business as usual or maintain relationships with customers,
employees or suppliers; and other risks described from time to time in Equinix's
filings with the Securities and Exchange Commission. In particular, see recent
Equinix quarterly and annual reports filed with the Securities and Exchange
Commission, copies of which are available upon request from Equinix. Equinix
does not assume any obligation to update the forward-looking information
contained in this press release.
Equinix's forward-looking statements should not be relied upon except as
statements of Equinix's present intentions and of Equinix's present
expectations, which may or may not occur. Cautionary statements should be read
as being applicable to all forward-looking statements wherever they appear.
Except as required by law, Equinix undertakes no obligation to release publicly
the result of any revision to these forward-looking statements that may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers are also urged to carefully review
and consider the various disclosures Equinix has made in this Current Report on
Form 8-K, as well as Equinix's other filings with the Securities and Exchange
Commission. Equinix does not assume any obligation to update the forward-looking
information contained in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
99.1 Press Release issued by Equinix, Inc. dated October 18, 2021.
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