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SEC Filings

424B5
EQUINIX INC filed this Form 424B5 on 02/28/2019
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other factors described in “Risk Factors” in this prospectus supplement and in our most recent Annual Report on Form 10-K.

The stock market has from time to time experienced extreme price and volume fluctuations, which have particularly affected the market prices for telecommunications companies, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution rate as a percentage of our stock price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets may affect the market value of our common stock. Furthermore, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and/or damages, and divert management’s attention from other business concerns, which could seriously harm our business.

Sales or issuances of shares of our common stock may adversely affect the market price of our common stock and will dilute all other shareholdings.

Future sales or issuances of common stock or other equity-related securities may adversely affect the market price of our common stock. We may issue additional common stock in the future to finance capital expenditures, in connection with acquisitions, to repay indebtedness, or for other purposes. On December 19, 2018, we entered into an “at-the-market” program with Barclays Capital Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, pursuant to which we may offer and sell up to $750 million of shares of our common stock from time to time. As of December 31, 2018, there were 1,226,814 shares of common stock issuable upon the exercise of outstanding options and vesting of outstanding restricted stock units; 2,658,406 shares reserved for future issuances under our 2000 Equity Incentive Plan, 2000 Director Option Plan and 2001 Supplemental Stock Plan; and 3,120,425 shares reserved for future issuances under our 2004 Employee Stock Purchase Plan. Any shares issued either in connection with the foregoing activities, the vesting of restricted stock units or otherwise would dilute the percentage ownership held by investors who purchase our shares in this offering and would reduce our earnings per share.

We may use the net proceeds of this offering in ways with which you may not agree and in ways that may not earn a profit.

We intend to use the net proceeds of this offering for general corporate purposes, including funding for our currently planned IBX data center expansion projects. See “Use of Proceeds.” You may not agree with the ways we decide to use these proceeds, and our use of the proceeds may not yield any profits.

We have various mechanisms in place that may discourage takeover attempts.

Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a third party from acquiring control of us in a merger, acquisition or similar transaction that a stockholder may consider favorable. Such provisions include:

 

   

ownership limitations and transfer restrictions relating to our stock that are intended to facilitate our compliance with certain REIT rules relating to share ownership;

 

   

authorization for the issuance of “blank check” preferred stock;

 

   

the prohibition of cumulative voting in the election of directors;

 

   

limits on the persons who may call special meetings of stockholders;

 

   

limits on stockholder action by written consent; and

 

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