11/10/2025 | Press release | Distributed by Public on 11/10/2025 07:48
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Delaware
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77-0487526
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
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Delaware
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99-1398934
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
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Ontario, Canada
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98-1885394
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
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| | Equinix, Inc.: | | | ||
| | Large accelerated filer ☒ | | | Accelerated filer ☐ | |
| | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | | Emerging growth company ☐ | |
| | Equinix Europe 2 Financing Corporation LLC: | | | ||
| | Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| | Non-accelerated filer ☒ | | | Smaller reporting company ☐ | |
| | | | | Emerging growth company ☐ | |
| | Equinix Canada Financing Ltd.: | | | ||
| | Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| | Non-accelerated filer ☒ | | | Smaller reporting company ☐ | |
| | | | | Emerging growth company ☐ | |
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Page
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Equinix
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About This Prospectus
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Forward-Looking Statements
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Where You Can Find More Information
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Incorporation By Reference
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Risk Factors
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| | | | 3 | | |
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Use of Proceeds
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| | | | 4 | | |
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Description of Capital Stock
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| | | | 5 | | |
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Description of Debt Securities
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| | | | 11 | | |
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Description of Depositary Shares
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| | | | 12 | | |
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Description of Warrants
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| | | | 13 | | |
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Description of Purchase Contracts
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| | | | 14 | | |
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Description of Units
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| | | | 15 | | |
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Plan of Distribution
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| | | | 16 | | |
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Legal Matters
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| | | | 18 | | |
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Experts
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| | | | 18 | | |
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Barclays
Jefferies MUFG Scotiabank |
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BTIG
Mizuho RBC Capital Markets TD Securities |
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Page
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About This Prospectus Supplement
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| | | | S-ii | | |
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Forward-Looking Statements
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| | | | S-iii | | |
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Where You Can Find More Information
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| | | | S-iii | | |
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Incorporation by Reference
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| | | | S-iii | | |
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Prospectus Summary
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| | | | S-1 | | |
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Risk Factors
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| | | | S-3 | | |
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Use of Proceeds
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| | | | S-7 | | |
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Material U.S. Federal Income Tax Considerations
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| | | | S-8 | | |
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Plan of Distribution
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| | | | S-9 | | |
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Legal Matters
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| | | | S-17 | | |
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Experts
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| | | | S-17 | | |
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Barclays
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BTIG
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Jefferies
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Mizuho
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MUFG
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RBC Capital Markets
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Scotiabank
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TD Securities
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Amount to Be Paid
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Registration fee
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| | | $ | * | | |
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Printing
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| | | | ** | | |
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Legal fees and expenses
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| | | | ** | | |
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Transfer agent and trustee fees
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| | | | ** | | |
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Rating agency fees
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| | | | ** | | |
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Accounting fees and expenses
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| | | | ** | | |
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Miscellaneous
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| | | | ** | | |
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Total
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| | | $ | ** | | |
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Incorporated by Reference
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Exhibit
Number |
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Exhibit Description
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Form
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Filing Date/
Period End Date |
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Exhibit
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Filed
Herewith |
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| | 1.1 | | | Form of Underwriting Agreement* | | | | | | | | | | | | | |
| | 1.2 | | |
Equity Distribution Agreement, dated as of October 1, 2024, by and among Equinix, Inc., Barclays Capital Inc., BTIG, LLC, Jefferies LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, acting as managers, Barclays Bank PLC, Jefferies LLC, Mizuho Markets Americas LLC, Royal Bank of Canada, The Bank of Nova Scotia and The Toronto-Dominion Bank, acting as forward purchasers, and Barclays Capital Inc., Jefferies LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, acting as forward sellers.
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8-K
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10/1/24
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1.1
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| | | |
| | 3.1 | | |
Amended and Restated Certificate of Incorporation of Equinix, Inc., as amended to date
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10-K/A
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12/31/02
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3.1
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| | 3.2 | | |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Equinix, Inc.
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8-K
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6/14/11
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3.1
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| | 3.3 | | |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Equinix, Inc.
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8-K
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6/11/13
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3.1
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Incorporated by Reference
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Exhibit
Number |
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Exhibit Description
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Form
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Filing Date/
Period End Date |
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Exhibit
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Filed
Herewith |
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| | 3.4 | | |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Equinix, Inc.
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10-Q
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6/30/14
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3.4
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| | 3.5 | | |
Certificate of Designation of Series A and Series A-1 Convertible Preferred Stock
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10-K/A
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12/31/02
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3.3
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| | 3.6 | | |
Amended and Restated Bylaws of Equinix, Inc.
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8-K
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3/13/23
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3.1
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| | 4.1 | | |
Form of Common Stock Certificate
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10-K
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12/31/14
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4.13
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| | 4.2 | | |
Indenture, dated as of December 12, 2017, between Equinix, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee (the "Equinix Indenture").
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8-K
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12/12/17
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4.1
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| | 4.3 | | | Form of Equinix, Inc. Note* | | | | | | | | | | | | | |
| | 4.4 | | |
Indenture, dated as of March 18, 2024, between Equinix Europe 2 Financing Corporation LLC, as issuer, Equinix, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as Trustee (the "Equinix Europe 2 Finco Indenture").
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POSASR
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3/18/24
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4.4
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| | 4.5 | | |
Form of Equinix Europe 2 Financing Corporation LLC Note*
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| | 4.6 | | |
Form of Indenture for Equinix Canada Financing Ltd., as issuer, Equinix, Inc. as guarantor, and U.S. Bank Trust Company, National Association, as Trustee (the "Equinix Canada Finco Indenture")
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X
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| | 4.7 | | | Form of Equinix Canada Financing Ltd. Note* | | | | | | | | | | | | | |
| | 4.8 | | | Form of Specimen Preferred Stock Certificate* | | | | | | | | | | | | | |
| | 4.9 | | | Form of Certificate of Designation* | | | | | | | | | | | | | |
| | 4.10 | | | Form of Depositary Agreement* | | | | | | | | | | | | | |
| | 4.11 | | | Form of Warrant Agreement* | | | | | | | | | | | | | |
| | 4.12 | | | Form of Purchase Contract* | | | | | | | | | | | | | |
| | 4.13 | | | Form of Unit Agreement* | | | | | | | | | | | | | |
| | 5.1 | | |
Opinion of Davis Polk & Wardwell LLP
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S-3ASR
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10/27/23
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5.1
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| | 5.2 | | |
Opinion of Davis Polk & Wardwell LLP
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POSASR
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3/18/24
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5.2
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| | 5.3 | | |
Opinion of Davis Polk & Wardwell LLP
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X
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| | 5.4 | | |
Opinion of Blake, Cassels & Graydon LLP
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X
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| | 8.1 | | |
Opinion of Sullivan & Worcester LLP regarding certain tax matters
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S-3ASR
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10/27/23
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8.1
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| | 8.2 | | |
Opinion of Sullivan & Worcester LLP regarding certain tax matters
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POSASR
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3/18/24
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8.2
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| | 8.3 | | |
Opinion of Sullivan & Worcester LLP regarding certain tax matters
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X
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| | 23.1 | | |
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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X
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| | 23.2 | | |
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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S-3ASR
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10/27/23
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5.1
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Incorporated by Reference
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Exhibit
Number |
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Exhibit Description
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Form
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Filing Date/
Period End Date |
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Exhibit
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Filed
Herewith |
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| | 23.3 | | |
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2)
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POSASR
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3/18/24
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5.2
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| | 23.4 | | |
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.3)
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X
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| | 23.5 | | |
Consent of Sullivan & Worcester LLP (included in Exhibit 8.1)
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S-3ASR
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10/27/23
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23.5
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| | 23.6 | | |
Consent of Sullivan & Worcester LLP (included in Exhibit 8.2)
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POSASR
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3/18/24
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23.5
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| | 23.7 | | |
Consent of Sullivan & Worcester LLP (included in Exhibit 8.3)
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X
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| | 23.8 | | |
Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.4)
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X
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| | 24.1 | | |
Equinix, Inc. Power of Attorney
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S-3ASR
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10/27/23
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| | 24.2 | | |
Equinix Europe 2 Financing Corporation LLC Power of Attorney
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POSASR
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3/18/24
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24.2
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| | 24.3 | | |
Equinix Canada Financing Ltd. Power of Attorney (included on signature page of this registration statement)
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X
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| | 25.1 | | |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, with respect to the Equinix Indenture
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S-3ASR
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10/27/23
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25.1
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| | 25.2 | | |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, with respect to the Equinix Europe 2 Finco Indenture
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POSASR
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3/18/24
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25.2
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| | 25.3 | | |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, with respect to the Equinix Canada Finco Indenture
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X
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| | 107 | | |
Filing Fee Table
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X
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Signature
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Title
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Date
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*
Adaire Fox-Martin
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President, Chief Executive Officer and
Director (Principal Executive Officer) |
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November 10, 2025
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*
Keith D. Taylor
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Chief Financial Officer
(Principal Financial Officer) |
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November 10, 2025
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*
Simon Miller
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Chief Accounting Officer
(Principal Accounting Officer) |
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November 10, 2025
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*
Charles J. Meyers
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Executive Chairman
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November 10, 2025
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*
Nanci Caldwell
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Director
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November 10, 2025
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*
Gary F. Hromadko
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Director
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November 10, 2025
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Rebecca Kujawa
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Director
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November 10, 2025
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Yanbing Li
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Director
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November 10, 2025
|
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*
Thomas Olinger
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Director
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November 10, 2025
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*
Christopher B. Paisley
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Director
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November 10, 2025
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Signature
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Title
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Date
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*
Sandra L. Rivera
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Director
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November 10, 2025
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*
Fidelma Russo
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Director
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November 10, 2025
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* By:
/s/ Keith D. Taylor
Name: Keith D. Taylor
Title: Attorney-in-Fact |
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Signature
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Title
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Date
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/s/ Adaire Fox-Martin
Adaire Fox-Martin
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Chief Executive Officer of Equinix, Inc.
(Principal Executive Officer) |
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November 10, 2025
|
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*
Keith D. Taylor
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Chief Financial Officer of Equinix, Inc.
(Principal Financial Officer) |
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November 10, 2025
|
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*
Simon Miller
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Chief Accounting Officer of Equinix, Inc.
(Principal Accounting Officer) |
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November 10, 2025
|
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*
Brock Bryan
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Manager
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November 10, 2025
|
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/s/ Arquelle Shaw
Arquelle Shaw
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Manager
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November 10, 2025
|
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* By:
/s/ Keith D. Taylor
Name: Keith D. Taylor
Title: Attorney-in-Fact |
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Signature
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Title
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Date
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/s/ Adaire Fox-Martin
Adaire Fox-Martin
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Chief Executive Officer of Equinix, Inc.
(Principal Executive Officer) |
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November 10, 2025
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/s/ Keith D. Taylor
Keith D. Taylor
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Chief Financial Officer of Equinix, Inc.
(Principal Financial Officer) |
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November 10, 2025
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/s/ Simon Miller
Simon Miller
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Chief Accounting Officer of Equinix, Inc.
(Principal Accounting Officer) |
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November 10, 2025
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/s/ Marc Mondesir
Marc Mondesir
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Director
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November 10, 2025
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