易昆尼克斯美股招股说明书(2025-05-12版)

Equinix Europe 2 Financing Corporation LLC€% Senior Notes due 20€% Senior Notes due 20Unconditionally Guaranteed by Equinix,Inc. Equinix Europe 2 Financing Corporation LLC (the “Issuer”), an indirect, wholly-owned subsidiary of Equinix,Inc., is offering €aggregateprincipal amount of% Senior Notes due 20(the “20notes”) and €aggregate principal amount of% Senior Notes due 20(the“20notes” and, together with the 20 notes, the “notes”). Interest will accrue on each series of notes from,2025. Interest will bepayable annually onof each year, commencingfor the 20notes and onof each year,commencingfor the 20notes. The Issuer may redeem any series of notes in whole or in part at any time or from time to time atthe redemption prices described under “Description of Notes — Optional Redemption,” which include accrued and unpaid interest thereon, if any, to,but not including, the applicable redemption date. Depending on when such notes are redeemed, a make-whole premium may or may not be payablein respect of any such redemptions. The notes will be the Issuer’s unsecured senior obligations and will rank equal in right of payment to all of the Issuer’s existing and futureunsecured and unsubordinated indebtedness and structurally subordinated to all of the liabilities of the Issuer’s subsidiaries, if any. In addition,Equinix,Inc.’s obligations under the guarantee will rank equally with all of its other unsecured and unsubordinated indebtedness and will beeffectively subordinated to all of the existing and future secured indebtedness of Equinix,Inc. and structurally subordinated to all of the indebtednessand liabilities of other subsidiaries of Equinix,Inc. Upon a change of control triggering event, the Issuer will be required to make an offer to purchaseeach holder’s notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. The Issuer intends to apply to list each series of notes on the Nasdaq Bond Exchange. The Issuer expects trading in the notes on the NasdaqBond Exchange to begin within 30days after their original issue date. Currently, there is no public market for the notes. We estimate that the net proceeds from the sale of the notes offered hereby, after deducting the underwriting discounts and estimated offeringexpenses payable by us, will be approximately €. We intend to allocate an amount equal to the net proceeds from this offering to finance orrefinance, in whole or in part, one or more Eligible Green Projects (as defined in “Use of Proceeds”). Pending full allocation of an amount equal tothe net proceeds of the offering of the notes, the net proceeds may be used in accordance with our general treasury policy and be held in cash, cashequivalents and/or U.S. government securities or used to repay existing borrowings or upcoming maturities. We will not knowingly invest anyunallocated proceeds in securities related to fossil fuels. Payment of principal and interest on the notes will be made from our general account and notbe linked to the performance of the Eligible Green Projects.An amount equal to the net proceeds from the sale of the notes may be allocated to a single Eligible Green Project or any combination of Eligible Green Projects, and no assurances can be provided that any particular amount will be allocated to any particular category of Eligible GreenProjects. (1)Plus accrued and unpaid interest, if any, from, 2025.Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The notes will be issued in the form of one or more global notes in registered form. On the closing date of this offering, the global notes will bedeposited and registered in the name of a nominee of a common depositary for EuroclearS.A./N.V. (“Euroclear”) or Clearstream Banking, sociétéanonyme (“Clearstream Banking”).The Issuer expects to deliver the notes to purchasers on or about May19, 2025, only in book-entry form through Euroclear and Clearstream Banking, which is the fifth New York business day and fifth London business day following the date of this prospectus supplement (this settlementcycle is referred to as “T+5”). Purchasers of the notes should note that trading of the notes may be affected by this settlement date. BNP PARIBAS TD Securities TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-1Forward-Looking StatementsS-4SummaryS-5Risk FactorsS-13Currency ConversionS-22Use of ProceedsS-23CapitalizationS-29Description of NotesS-31Material U.S. Federal Income Tax ConsiderationsS-62UnderwritingS-67Legal MattersS-73ExpertsS-73Where You Can Find More InformationS-73 ProspectusPageEquinix1About This Prospectus1Forward-Looking Statements1Where You Can Find More Information2Incorporation By Reference2Risk Factors3Use of Pro