ISSUER FREE WRITING PROSPECTUS
(RELATING TO PRELIMINARY PROSPECTUS
SUPPLEMENT DATED NOVEMBER 13, 2024) FILED
PURSUANT TO RULE 433 REGISTRATION
NUMBERS 333-275203 AND 333-275203-01
Equinix Europe 2 Financing Corporation LLC
€650,000,000 of 3.250% Senior Notes due 2031 (the “2031 Notes”)
€500,000,000 of 3.625% Senior Notes due 2034 (the “2034 Notes”)
(collectively, the “Notes”)
This Final Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Final Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Preliminary Prospectus Supplement.
| Issuer: | Equinix Europe 2 Financing Corporation LLC (the “Issuer”) |
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| Issuer LEI: | 254900FSZR46BPMCKI50 |
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| Guarantor: | Equinix, Inc. |
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| Guarantor LEI: | 549300EVUN2BTLJ3GT74 |
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| Ratings*: | Moody’s: Baa2 (stable) |
| | S&P: BBB (stable) |
| | Fitch: BBB+ (stable) |
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| Principal Amount: | €650,000,000 of the 2031 Notes |
| | €500,000,000 of the 2034 Notes |
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| Coupon (Interest Rate): | 2031 Notes: 3.250% per annum |
| | 2034 Notes: 3.625% per annum |
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| Yield to Maturity: | 2031 Notes: 3.341% |
| | 2034 Notes: 3.667% |
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| Benchmark Bund: | 2031 Notes: DBR 0.000% due February 15, 2031 |
| | 2034 Notes: DBR 2.600% due August 15, 2034 |
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| Benchmark Bund Price and Yield: | 2031 Notes: 87.450; 2.168% |
| | 2034 Notes: 101.850; 2.384% |
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| Spread to Benchmark Bund: | 2031 Notes: +117.3 bps |
| | 2034 Notes: +128.3 bps |
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| Mid-Swap Yield: | 2031 Notes: 2.291% (interpolated) |
| | 2034 Notes: 2.347% |
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| Spread to Mid-Swap Yield: | 2031 Notes: +105 bps |
| | 2034 Notes: +132 bps |
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| Scheduled Maturity Date: | 2031 Notes: March 15, 2031 |
| | 2034 Notes: November 22, 2034 |
| Public Offering Price: | 2031 Notes: 99.501% plus accrued interest, if any, from November 22, 2024 |
| | 2034 Notes: 99.654% plus accrued interest, if any, from November 22, 2024 |
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| Gross Proceeds to Issuer before Estimated Expenses: | 2031 Notes: €646,756,500 2034 Notes: €498,270,000 |
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| Interest Payment Date: | 2031 Notes: March 15 of each year, commencing on March 15, 2025 |
| | 2034 Notes: November 22 of each year, commencing on November 22, 2025 |
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| Interest Record Date: | 2031 Notes: February 28 of each year |
| | 2034 Notes: November 7 of each year |
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| Optional Redemption: | 2031 Notes: Prior to January 15, 2031, the 2031 Notes will be redeemable, as a whole or in part, at the Issuer’s option, at any time or from time to time at a redemption price equal to the sum of (1) one hundred percent (100%) of the principal amount of the 2031 Notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (2) a make-whole premium equal to the excess, if any, of (i) the aggregate present value as of the date of such redemption of each euro of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such euro if such redemption had been made on January 15, 2031 (assuming the 2031 Notes matured on such date), in each case determined by discounting to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 20 basis points; over (ii) the principal amount of such 2031 Note. |
| | On or after January 15, 2031, the 2031 Notes will be redeemable, as a whole or in part, at the Issuer’s option, at any time or from time to time at a redemption price equal to 100.000% of the principal amount of the 2031 Notes, together with accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. |
| | 2034 Notes: Prior to August 22, 2034, the 2034 Notes will be redeemable, as a whole or in part, at the Issuer’s option, at any time or from time to time at a redemption price equal to the sum of (1) one hundred percent (100%) of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest payment date) and (2) a make-whole premium equal to the excess, if any, of (i) the aggregate present value as of the date of such redemption of each euro of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable in respect of such euro if such redemption had been made on August 22, 2034 (assuming the 2034 Notes matured on such date), in each case determined by discounting to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 20 basis points; over (ii) the principal amount of such 2034 Note. |
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| | On or after August 22, 2034, the 2034 Notes will be redeemable, as a whole or in part, at the Issuer’s option, at any time or from time to time at a redemption price equal to 100.000% of the principal amount of the 2034 Notes, together with accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. |
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| | “Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the applicable series of Notes, if they were to be purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemption yield on such business day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by the Issuer. |
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| Common Code: | 2031 Notes: 294136355 2034 Notes: 294136363 |
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| ISIN: | 2031 Notes: XS2941363553 2034 Notes: XS2941363637 |
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| Distribution: | SEC Registered (Registration Nos. 333-275203 and 333-275203-01) |
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| MiFID II Product Governance: | Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). |
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| UK MiFIR Product Governance: | Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). |
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| PRIIPs: | No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or in the UK. |
| Listing: | The Issuer will apply, following the completion of the offering of the Notes, to have each series of Notes listed on the Nasdaq Bond Exchange (“NASDAQ”) and expects trading in the Notes on NASDAQ to begin within 30 days after the original issue date. |
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| Trade Date: | November 13, 2024 |
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| Settlement Date: | It is expected that delivery of each series of Notes will be made against payment thereof on or about November 22, 2024, which is the seventh New York business day and seventh London business day following the date of pricing of the Notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day immediately preceding the settlement date will be required, by virtue of the fact that the Notes initially will settle on November 22, 2024, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors |
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| Settlement and Trading: | Through the facilities of Euroclear Bank SA/NV and Clearstream Banking, société anonyme, Luxembourg. |
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| Use of Proceeds: | As set forth in the Preliminary Prospectus Supplement. |
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| Redemption Upon a Tax Event: | In the event of certain developments affecting taxation, the Notes of any series may be redeemed in whole, but not in part, at any time at the option of the Issuer, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, and any Additional Amounts then due and which will become due on the Notes of the applicable series on the redemption date, subject to the rights of holders of record of the applicable series of Notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts, if any, in respect thereof. |
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| Day Count Convention: | ACTUAL/ACTUAL (ICMA) |
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| Stabilization: | Relevant stabilization regulations apply (including FCA/ICMA) |
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| Denominations: | Minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. |
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| Joint Global Coordinators and Joint Book-Running Managers: | Deutsche Bank AG, London Branch
Goldman Sachs & Co. LLC
Merrill Lynch International
MUFG Securities EMEA plc
RBC Europe Limited |
| Book-Running Managers: | Banco Santander, S.A. Barclays Bank plc BNP PARIBAS Citigroup Global Markets Limited HSBC Bank plc ING Bank N.V. J.P. Morgan Securities plc Standard Chartered Bank |
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| Co- Managers: | Mizuho International plc Morgan Stanley & Co. International plc PNC Capital Markets LLC Scotiabank (Ireland) Designated Activity Company SMBC Bank International plc The Toronto-Dominion Bank U.S. Bancorp Investments, Inc. |
*An explanation of the significance of ratings may be obtained from the ratings agencies. Generally, ratings agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to review, revision, supervision, reduction or withdrawal at any time by Moody’s, Standard & Poor’s or Fitch. Each of the security ratings above should be evaluated independently of any other security rating.
MIFID II AND UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET / NO PRIIPs KID OR UK PRIIPs KID — Manufacturer target market is eligible counterparties and professional clients only (all distribution channels). No key information document (“KID”) under Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) or the PRIIPS Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK PRIIPs Regulation”) has been prepared as the Notes are not available to retail investors in the European Economic Area (the “EEA”) or the United Kingdom (“UK”).
In the EEA, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended. Consequently, no KID required by the PRIIPs Regulation for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In the UK, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by the UK PRIIPs Regulation for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In the UK, this document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the UK, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer or the Guarantor has filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Deutsche Bank AG, London Branch at +1-800-503-4611 (toll free); Goldman Sachs & Co. LLC at 1-866-471-2526 (toll free); Merrill Lynch International at +1-800-294-1322 (toll free); or RBC Europe Limited at 1-866-375-6829 (toll-free).
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
