Acquisitions | Acquisitions Certain Verizon Data Center Assets Acquisition On May 1, 2017, the Company completed the acquisition of certain colocation business from Verizon Communications Inc. ("Verizon") consisting of 29 data center buildings located in the United States, Brazil and Colombia, for a cash purchase price of approximately $3.6 billion (the "Verizon Data Center Acquisition"). The Company funded the Verizon Data Center Acquisition with proceeds of debt and equity financings, which closed in January and March 2017 (See further discussions on the term loan borrowing and senior notes issuance in Note 9 and common stock issuance in Note 11). The Verizon Data Center Acquisition constitutes a business under the accounting standard for business combinations and therefore was accounted for as a business combination using the acquisition method of accounting. In connection with the Verizon Data Center Acquisition, the Company entered into a commitment letter (the "Commitment Letter"), dated December 6, 2016, pursuant to which JPMorgan Chase Bank, N.A., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated committed to provide a senior unsecured bridge facility in an aggregate principal amount of $2.0 billion for the purposes of funding a portion of the cash consideration for the Verizon Data Center Acquisition and the fees and expenses incurred in connection with the Verizon Data Center Acquisition. Following the completion of the debt and equity financings associated with the Verizon Data Center Acquisition in March 2017, the Company terminated the Commitment Letter. See further discussions on the senior notes issuance in Note 9 and common stock issuance in Note 11. The Company paid $10.0 million of commitment fees associated with the Commitment Letter and recorded $2.2 million for the year ended December 31, 2016 and $7.8 million for the nine months ended September 30, 2017 to interest expense in the condensed consolidated statements of operations. The Company included the Verizon Data Center Acquisition's results of operations from May 1, 2017 in its condensed consolidated statements of operations and the estimated fair value of assets acquired and liabilities assumed in its condensed consolidated balance sheets beginning May 1, 2017. The Company incurred acquisition costs of approximately $1.2 million and $27.6 million during the three and nine months ended September 30, 2017 , respectively. Purchase Price Allocation Under the acquisition method of accounting, the total purchase price is allocated to the assets acquired and liabilities assumed measured at fair value on the date of acquisition. As of September 30, 2017 , the Company has not completed the detailed valuation analysis to derive the fair value of the following items including but not limited to, property, plant and equipment, intangible assets and deferred taxes. Therefore, the allocation of the purchase price to assets acquired and liabilities assumed is based on provisional estimates and is subject to continuing management analysis, with assistance from third party valuation advisers. As of September 30, 2017 , the Company has updated the preliminary allocation of purchase price for the Verizon Data Center Acquisition from the provisional amounts reported as of June 30, 2017 and the adjustments made during the three months ended September 30, 2017 were not significant. The adjustments in fair value of acquired assets and liabilities assumed did not have a significant impact on the Company’s condensed consolidated statements of operations for the three months ended September 30, 2017 . The Company may further adjust these amounts as valuations are finalized and the Company obtains information necessary to complete the analyses, but no later than one year from the acquisition date. The preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 1,073 Accounts receivable 319 Other current assets 7,319 Property, plant, and equipment 841,401 Intangible assets (1) 1,706,100 Goodwill 1,083,789 Total assets acquired 3,640,001 Accounts payable and accrued liabilities (1,725 ) Other current liabilities (320 ) Capital lease and other financing obligations (17,659 ) Deferred tax liabilities (19,544 ) Other liabilities (6,067 ) Net assets acquired $ 3,594,686 (1) The nature of the intangible assets acquired is customer relationships with an estimated useful life of 15 years. Included in this amount is a customer relationship intangible asset for Verizon totaling $246.1 million. Pursuant to the acquisition agreement, the Company formalized agreements to provide pre-existing space and services to Verizon at the acquired data centers. The fair value of customer relationships was estimated by applying an income approach. The fair value was determined by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Company applied discount rates ranging from 7.7% to 14.4% , which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of customer relationships include projected revenue growth, customer attrition rates, sales and marketing expenses and operating margins. The fair value measurements were based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements. The fair value of property, plant and equipment was estimated by applying the cost approach. The cost approach is to use the replacement or reproduction cost as an indicator of fair value. The premise of the cost approach is that a market participant would pay no more for an asset than the amount for which the asset could be replaced or reproduced. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, age and effective age. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The goodwill is attributable to the workforce of the acquired business and the revenue increase from future customers expected to arise after the Verizon Data Center Acquisition. The goodwill is not expected to be deductible for local tax purposes. Goodwill will not be amortized and will be tested for impairment at least annually. Goodwill recorded as a result of the Verizon Data Center Acquisition was attributable to the Company's Americas region. For the three months ended September 30, 2017 , the Company's results of continuing operations include the Verizon Data Center Acquisition's revenues of $137.0 million and net income from continuing operations of $29.2 million . The Company's results of continuing operations include the Verizon Data Center Acquisition's revenues of $223.7 million and net income from continuing operations of $56.3 million for the period May 1, 2017 through September 30, 2017 . IO Acquisition On February 3, 2017, the Company acquired IO UK's data center operating business in Slough, United Kingdom, for a cash payment of approximately $36.3 million ("IO Acquisition"). The acquired facility was renamed London 10 ("LD10") data center. The IO Acquisition constitutes a business under the accounting standard for business combinations and as a result, was accounted for as a business combination using the acquisition method of accounting. Under the acquisition method of accounting, the assets acquired and liabilities assumed in a business combination shall be measured at fair value at the date of the acquisition. As of September 30, 2017, the Company has not completed the detailed valuation analysis to derive the fair value of deferred taxes. The Company has updated the preliminary allocation of purchase price for the IO Acquisition from the provisional amounts reported as of June 30, 2017 and the adjustments made during the three months ended September 30, 2017 were not significant. The adjustments in fair value of acquired assets and liabilities did not have a significant impact on the Company’s condensed consolidated statements of operations for the three months ended September 30, 2017 . The purchase price has been allocated primarily to property, plant and equipment of $40.3 million , goodwill of $16.2 million , intangible assets of $6.3 million , deferred tax assets of $6.3 million and financing obligations of $33.1 million on a provisional basis. The nature of the intangible assets acquired is customer relationships with an estimated useful life of 10 years. Goodwill is not expected to be deductible for local tax purposes and is attributable to the Company's EMEA region. Goodwill will not be amortized and will be tested for impairment at least annually. The Company included IO UK's data center operating results from February 3, 2017 in its condensed consolidated statements of operations and the estimated fair value of assets acquired and liabilities assumed in its condensed consolidated balance sheets beginning February 3, 2017. For the three months ended September 30, 2017 , the incremental revenues from the IO Acquisition were not significant and for the nine months ended September 30, 2017 , the incremental revenues were $4.0 million . The incremental net losses and acquisition costs were not significant to the Company's condensed consolidated statements of operations for both periods. Paris IBX Data Center Acquisition On August 1, 2016, the Company completed the purchase of Digital Realty Trust, Inc.'s ("Digital Realty's") operating business including its real estate and facility, located in St. Denis, Paris for cash consideration of approximately €193.8 million or $216.4 million at the exchange rate in effect on August 1, 2016 (the "Paris IBX Data Center Acquisition"). A portion of the building was leased to the Company and was being used by the Company as its Paris 2 and Paris 3 data centers. The Paris 2 lease was accounted for as an operating lease and the Paris 3 lease was accounted for as a financing lease. Upon acquisition, the Company in effect terminated both leases. The Company settled the financing lease obligation of Paris 3 for €47.8 million or approximately $53.4 million and recognized a loss on debt extinguishment of €8.8 million or approximately $9.9 million in the third quarter of 2016. The Paris IBX Data Center Acquisition constitutes a business under the accounting standard for business combinations and as a result, the Paris IBX Data Center Acquisition was accounted for as a business combination using the acquisition method of accounting. The Company included the incremental Paris IBX Data Center's results of operations from August 1, 2016 in its condensed consolidated statements of operations and the estimated fair value of assets acquired and liabilities assumed in its condensed consolidated balance sheets beginning August 1, 2016. The Company incurred acquisition costs of approximately $12.0 million for the year ended December 31, 2016 related to the Paris IBX Data Center Acquisition. Purchase Price Allocation Under the acquisition method of accounting, the assets acquired and liabilities assumed in a business combination shall be measured at fair value at the date of the acquisition and the Company completed the valuation analysis. The purchase price allocation, which excludes settlement of the Paris 3 financing obligations, was as follows (in thousands): Cash and cash equivalents $ 4,073 Accounts receivable 1,507 Other current assets 794 Property, plant and equipment 143,972 Intangible assets 11,758 Goodwill 48,835 Other assets 81 Total assets acquired 211,020 Accounts payable and accrued liabilities (2,044 ) Other current liabilities (2,798 ) Deferred tax liabilities (42,395 ) Other liabilities (755 ) Net assets acquired $ 163,028 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Goodwill is not expected to be deductible for local tax purposes. Goodwill will not be amortized and will be tested for impairment at least annually. Goodwill is attributable to the Company's EMEA region. The following table presents certain information on the acquired identifiable intangible assets (dollars in thousands): Intangible Assets Fair Value Estimated Useful Lives (Years) Weighted-average Estimated Useful Lives (Years) In-place leases $ 7,485 0.9-9.4 4.3 Favorable leasehold interests 4,273 1.9-6.7 5.3 The fair value of in-place leases may consist of a variety of components including, but not necessarily limited to the value associated with avoiding the cost of originating the acquired in-place leases. The fair value of favorable leases was estimated based on the income approach, by computing the net present value of the difference between the contractual amounts to be paid pursuant to the lease agreements and estimates of the fair market lease rates for the corresponding in-place leases measured over the remaining non-cancellable terms of the leases. The fair value measurements were based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements. The fair value of the property, plant and equipment was estimated by applying the income approach or cost approach, such as cash flows or earnings that an asset can be expected to generate over its useful life or the replacement or reproduction cost. For the three months ended September 30, 2017 and 2016, the incremental revenues and incremental net losses from the Paris IBX Data Center Acquisition were not significant to the Company's condensed consolidated statements of operations. For the nine months ended September 30, 2017 , the incremental revenues from the Paris IBX Data Center Acquisition were $9.1 million , and for the nine months ended September 30, 2016 , the incremental revenues were not significant to the Company's condensed consolidated statements of operations. The incremental net losses were not significant to the Company's condensed consolidated statements of operations for the nine months ended September 30, 2017 and 2016. TelecityGroup Acquisition On January 15, 2016, the Company completed the acquisition of the entire issued and to be issued share capital of TelecityGroup. TelecityGroup operates data center facilities in cities across Europe. The acquisition of TelecityGroup has enhanced the Company's existing data center portfolio by adding new IBX metro markets in Europe including Dublin, Helsinki, Istanbul, Manchester, Milan, Sofia, Stockholm and Warsaw. As a result of the transaction, TelecityGroup became a wholly-owned subsidiary of the Company. Under the terms of the acquisition, the Company acquired all outstanding shares and all vested equity awards of TelecityGroup at 572.5 pence in cash and 0.0336 new shares of Equinix common stock for a total purchase consideration of approximately £2,624.5 million or approximately $3,743.6 million . In addition, the Company assumed $1.3 million of TelecityGroup's vested employee equity awards as part of consideration transferred. The Company incurred acquisition costs of approximately $42.5 million during the year ended December 31, 2016 related to the TelecityGroup acquisition. In connection with the TelecityGroup acquisition, the Company placed £322.9 million or approximately $475.7 million into a restricted cash account. The cash was released upon completion of the acquisition. Purchase Price Allocation Under the acquisition method of accounting, the assets acquired and liabilities assumed in a business combination shall be measured at fair value at the date of the acquisition and the Company completed the valuation analysis. As of December 31, 2016, the Company updated the final allocation of purchase price for TelecityGroup from the provisional amounts reported as of March 31, 2016, which primarily resulted in increases to intangible assets of $36.8 million and deferred tax liabilities of $19.5 million and decreases in capital lease and other financing obligations of $34.4 million , goodwill of $22.5 million and assets held for sale of $36.9 million . The changes did not have a significant impact on the Company’s results from operations for the year ended December 31, 2016. The final allocation of the purchase price is as follows (in thousands): Cash and cash equivalents $ 73,368 Accounts receivable 24,042 Other current assets 41,079 Assets held for sale 877,650 Property, plant and equipment 1,058,583 Goodwill 2,215,567 Intangible assets 694,243 Deferred tax assets 994 Other assets 4,102 Total assets acquired 4,989,628 Accounts payable and accrued expenses (84,367 ) Accrued property, plant and equipment (3,634 ) Other current liabilities (27,233 ) Liabilities held for sale (155,650 ) Capital lease and other financing obligations (165,365 ) Mortgage and loans payable (592,304 ) Deferred tax liabilities (176,168 ) Other liabilities (40,021 ) Net assets acquired $ 3,744,886 The purchase price allocation above, as of the acquisition date, includes acquired assets and liabilities that were classified by the Company as held for sale (Note 4). The following table presents certain information on the acquired intangible assets (dollars in thousands): Intangible Assets Fair Value Estimated Useful Lives (Years) Weighted-average Estimated Useful Lives (Years) Customer relationships $ 591,956 13.5 13.5 Trade names 72,033 1.5 1.5 Favorable leases 30,254 2.0 - 25.4 19.7 The fair value of customer relationships was estimated by applying an income approach. The fair value was determined by calculating the present value of estimated future operating cash flows generated from existing customers less costs to realize the revenue. The Company applied a weighted-average discount rate of approximately 8.5% , which reflected the nature of the assets as they relate to the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the customer relationships include projected revenue growth, customer attrition rates, sales and marketing expenses and operating margins. The fair value of the TelecityGroup trade name was estimated using the relief of royalty approach. The Company applied a relief of royalty rate of 2.0% and a weighted-average discount rate of approximately 9.0% . The fair value of the other acquired identifiable intangible assets was estimated by applying a relief of royalty or cost approach as appropriate. The fair value measurements were based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements. The fair value of the property, plant and equipment was estimated by applying the income approach or cost approach. The income approach is used to estimate fair value based on the income stream, such as cash flows or earnings that an asset can be expected to generate over its useful life. There are two primary methods of applying the income approach to determine the fair value of assets: the discounted cash flow method and the direct capitalization method. The key assumptions include the estimated earnings, discount rate and direct capitalization rate. The cost approach is to use the replacement or reproduction cost as an indicator of fair value. The premise of the cost approach is that a market participant would pay no more for an asset than the amount for which the asset could be replaced or reproduced. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional and economic obsolescence, economic useful life, remaining useful life, age and effective age. The Company determined the fair value of the loans payable assumed in the TelecityGroup acquisition by estimating TelecityGroup's debt rating and reviewing market data with a similar debt rating and other characteristics of the debt, including the maturity date and security type. On January 15, 2016, the Company prepaid and terminated these loans payable. In conjunction with the repayment of the loans payable, the Company incurred an insignificant amount of pre-payment penalties and interest rate swap termination costs, which were recorded as interest expense in the condensed consolidated statement of operations. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after the TelecityGroup acquisition. The goodwill is not expected to be deductible for local tax purposes. Goodwill will not be amortized and will be tested for impairment at least annually. Goodwill recorded as a result of the TelecityGroup acquisition, except for the goodwill associated with assets held for sale, is attributable to the Company's EMEA region. For the three months ended September 30, 2016 , the Company's results of continuing operations include TelecityGroup revenues of $107.3 million and net loss from continuing operations of $15.7 million . For the nine months ended September 30, 2016 , the Company's results of continuing operations include TelecityGroup revenues of $299.0 million and net loss from continuing operations of $54.4 million . Unaudited Pro Forma Combined Financial Information The following unaudited pro forma combined financial information has been prepared by the Company using the acquisition method of accounting to give effect to the Verizon Data Center Acquisition as though it occurred on January 1, 2016. The Company completed the Verizon Data Center Acquisition on May 1, 2017. The operating results of the Verizon Data Center Acquisition for the period May 1, 2017 through September 30, 2017 are included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2017 . The unaudited pro forma combined financial information includes adjustments for amortization expenses of acquired intangible assets, transaction related costs, bridge loan commitment fee in connection with the Verizon Data Center Acquisition and the consequential tax effects of these adjustments. The Company and Verizon entered into agreements at the closing of the Verizon Data Center Acquisition pursuant to which the Company will provide space and services to Verizon at the acquired data centers. These arrangements are not reflected in the unaudited pro forma combined financial information. For the three and nine months ended September 30, 2017 , the Company recognized approximately $137.0 million and $223.7 million , respectively, of revenues attributed to the Verizon Data Center Acquisition, which included these arrangements. The unaudited pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have actually been reported had the Verizon Data Center Acquisition occurred on January 1, 2016, nor is it necessarily indicative of the future results of operations of the combined company. The following table sets forth the unaudited pro forma combined results of operations for the three and nine months ended September 30, 2017 and 2016 (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Revenues $ 1,152,261 $ 1,034,999 $ 3,309,381 $ 3,000,311 Net income (loss) from continuing operations 80,135 35,069 194,504 (37,410 ) Basic EPS 1.03 0.45 2.50 (0.49 ) Diluted EPS 1.02 0.45 2.48 (0.49 ) |