-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, POVqzU+5CQQZIQVCaGqQmNAgHD91Bfid8SD7fuX/ivDLxC2am1iBpmxtgyP7l4l9 8zXYgk+OqZQC4kAlN9gxiA== 0001193125-09-219158.txt : 20091102 0001193125-09-219158.hdr.sgml : 20091102 20091030182528 ACCESSION NUMBER: 0001193125-09-219158 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091102 DATE AS OF CHANGE: 20091030 GROUP MEMBERS: ALI MARASHI GROUP MEMBERS: ARTHUR MATIN GROUP MEMBERS: CAPSTREET GP II, L.P. GROUP MEMBERS: CAPSTREET II, L.P. GROUP MEMBERS: CEA CAPITAL PARTNERS USA CI, LP GROUP MEMBERS: CEA CAPITAL PARTNERS USA, LP GROUP MEMBERS: CLAYTON MYNARD GROUP MEMBERS: ERNEST SAMPERA GROUP MEMBERS: G MICHAEL SIEVERT GROUP MEMBERS: GEORGE KELLY GROUP MEMBERS: GEORGE POLLOCK, JR GROUP MEMBERS: KATHLEEN EARLEY GROUP MEMBERS: KEITH OLSEN GROUP MEMBERS: M ALEX WHITE GROUP MEMBERS: MICHAEL SILECK GROUP MEMBERS: SEAPORT CAPITAL PARTNERS II, L.P. GROUP MEMBERS: THE CAPSTREET GROUP, LLC GROUP MEMBERS: WILLIAM LUBY GROUP MEMBERS: WILLIAM ROACH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWNING CHARLES CENTRAL INDEX KEY: 0001385147 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1715 NORTH WESTSHORE BOULEVARD STREET 2: SUITE 650 CITY: TAMPA STATE: FL ZIP: 33607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Switch & Data Facilities Company, Inc. CENTRAL INDEX KEY: 0001371011 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593641081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83517 FILM NUMBER: 091149283 BUSINESS ADDRESS: STREET 1: 1715 NORTH WESTSHORE BOULEVARD STREET 2: SUITE 650 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 813-207-7700 MAIL ADDRESS: STREET 1: 1715 NORTH WESTSHORE BOULEVARD STREET 2: SUITE 650 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: Switch & Data, Inc. DATE OF NAME CHANGE: 20060801 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.#    )

SWITCH & DATA FACILITIES COMPANY, INC.

 

(Name of Issuer)

Common Stock

 

(Title of Class of Securities)

0871043105

 

(CUSIP Number)

Clayton Mynard, General Counsel

c/o Switch & Data Facilities Company, Inc.

1715 North Westshore Boulevard, Suite 650

Tampa, Florida 33607

(813) 207-7700

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 21, 2009

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 0871043105    Page 2 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

Charles Browning

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    106,437

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    106,437

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    106,437

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.3%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 3 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

Kathleen Earley

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    62,056

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    62,056

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    62,056

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.1%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 4 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

George Kelly

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    15,000

     8   

SHARED VOTING POWER

 

    6,822,035

     9   

SOLE DISPOSITIVE POWER

 

    15,000

   10   

SHARED DISPOSITIVE POWER

 

    6,822,035

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

     6,838,631

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    19.7%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 5 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

William Luby

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

     15,000

     8   

SHARED VOTING POWER

 

    5,441,612

     9   

SOLE DISPOSITIVE POWER

 

     15,000

   10   

SHARED DISPOSITIVE POWER

 

    5,441,612

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    5,456,612

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    15.7%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 6 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

Ali Marashi

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    63,166

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    63,166

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    63,166

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.2%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 7 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

Arthur Matin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    72,056

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    72,056

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    72,056

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.2%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 8 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

Clayton Mynard

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    45,438

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    45,438

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    45,438

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.1%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 9 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

Keith Olsen

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    722,628

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    722,628

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    722,628

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    2.1%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 10 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

George Pollock, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    210,363

     8   

SHARED VOTING POWER

 

    600

     9   

SOLE DISPOSITIVE POWER

 

    210,363

   10   

SHARED DISPOSITIVE POWER

 

    600

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    210,963

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.6%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 11 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

William Roach

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    292,992

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    292,992

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    292,992

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.8%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 12 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

Ernest Sampera

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    162,251

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    162,251

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    162,251

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.5%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 13 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

G. Michael Sievert

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    16,250

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    16,250

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    16,250

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 14 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

Michael Sileck

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    21,250

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    21,250

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    21,250

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 15 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

M. Alex White

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    37,500

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    37,500

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    37,500

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.1%

14

 

TYPE OF REPORTING PERSON

 

    IN


CUSIP No. 0871043105    Page 16 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

CapStreet II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    6,821,621

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    6,821,621

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,821,621

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    19.6%

14

 

TYPE OF REPORTING PERSON

 

    PN


CUSIP No. 0871043105    Page 17 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

CapStreet GP II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    6,821,621

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    6,821,621

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,821,621

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    19.6%

14

 

TYPE OF REPORTING PERSON

 

    PN


CUSIP No. 0871043105    Page 18 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

The CapStreet Group, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    6,822,035

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    6,822,035

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    6,822,035

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    19.7%

14

 

TYPE OF REPORTING PERSON

 

    CO


CUSIP No. 0871043105    Page 19 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

CEA Capital Partners USA, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    1,646,745

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,646,745

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,646,745

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    4.7%

14

 

TYPE OF REPORTING PERSON

 

    PN


CUSIP No. 0871043105    Page 20 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

CEA Capital Partners USA CI, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    508,008

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    508,008

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    508,008

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    1.5%

14

 

TYPE OF REPORTING PERSON

 

    LP


CUSIP No. 0871043105    Page 21 of 30 Pages

 

  1   

NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)

 

Seaport Capital Partners II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    ¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    3,218,627

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    3,218,627

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    3,218,627

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.3%

14

 

TYPE OF REPORTING PERSON

 

    PN


   Page 22 of 30 Pages

 

Item 1. Security and Issuer.

George Kelly and the CapStreet Entities (as defined below) hereby amend the Schedule 13G originally filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2008 and amended on February 9, 2009.

In addition, the Seaport Entities (as defined below) hereby amend the Schedule 13G originally filed with the SEC on February 9, 2008 and amended on January 15, 2009.

This Statement on Schedule 13D relates to the common stock, $0.0001 par value per share, of Switch & Data Facilities Company, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1715 North Westshore Boulevard, Suite 650, Tampa, Florida 33607.

 

Item 2. Identity and Background.

(a)-(c) This Statement on Schedule 13D is being filed by (i) Charles Browning, Kathleen Earley, George Kelly, William Luby, Ali Marashi, Arthur Matin, Clayton Mynard, Keith Olsen, George Pollock, Jr., William Roach, Ernest Sampera, G. Michael Sievert, Michael Sileck, and M. Alex White (collectively, the “Switch Individuals”); (ii) CapStreet II, L.P., CapStreet GP II, L.P. and The CapStreet Group, LLC (the “CapStreet Entities”); and (iii) CEA Capital Partners USA, L.P., CEA Capital Partners USA CI, L.P. and Seaport Capital Partners II, L.P. (collectively, the “Seaport Entities” and together with the Switch Individuals and the CapStreet Entities, the “Reporting Persons”).

The name, business address and present principal occupation or employment of each of the Switch Individuals, and the name, principal place of business and address of each of the Seaport Entities and the CapStreet Entities are set forth on Schedule A hereto and incorporated herein by reference.

(d) During the last five years, none of the persons named on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the persons named on Schedule A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the Switch Individuals is a United States citizen.

 

Item 3. Source and Amount of Funds or Other Consideration.

As an inducement to Equinix, Inc. (“Equinix”) to enter into the Merger Agreement (as defined in Item 4 below), the Reporting Persons entered into the Voting Agreement (as defined in Item 4 below). No additional consideration was paid by or to Equinix or the Reporting Persons in connection with the execution and delivery of the Voting Agreement and therefore no funds were used in connection with the transactions requiring the filing of this statement on Schedule 13D.

 

Item 4. Purpose of the Transaction.

On October 21, 2009, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Equinix and Sundance Acquisition Corporation, a wholly-owned subsidiary of Equinix (“Merger Sub”). As an inducement to Equinix to enter into the Merger Agreement, the Reporting Persons entered into a Voting Agreement with Equinix dated October 21, 2009 (the “Voting Agreement”). The purpose of the Voting Agreement is to facilitate the consummation of the Merger.

Merger Agreement

Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Equinix (the “Merger”).


   Page 23 of 30 Pages

 

Subject to the terms and conditions of the Merger Agreement, at the effective time of and as a result of the Merger, each of the outstanding shares of the Issuer’s common stock (other than dissenting shares and shares held by the Issuer as treasury stock or owned by Equinix) will be converted into merger consideration that will consist of 0.19409 shares of Equinix’s common stock, $19.06 in cash or a combination of shares of Equinix’s common stock and cash. The Merger Agreement provides that the Issuer’s stockholders will have the opportunity to elect whether they would prefer to receive 0.19409 shares of Equinix’s common stock or $19.06 in cash for each share of the Issuer’s common stock that they hold. The Merger Agreement further provides that the overall consideration to be paid by Equinix in the Merger will consist 80% of Equinix common stock and 20% of cash. Accordingly, in the event that holders of more than 80% of the Issuer’s common stock elect to receive Equinix common stock or holders of more than 20% of the Issuer’s common stock elect to receive cash, the Merger Agreement provides that the merger consideration will be pro-rated to achieve these proportions. At the effective time of and as a result of the Merger, each of the Issuer’s outstanding shares of common stock will be canceled and extinguished.

The Merger Agreement contains provisions designed to cause the Merger to qualify as a tax-free exchange to the Issuer’s stockholders with respect to the stock portion of the merger consideration. To the extent necessary to achieve this treatment, the merger consideration may be adjusted such that a portion of the merger consideration otherwise payable to the Issuer’s stockholders in cash is instead paid in Equinix common stock.

The Merger Agreement provides that options to acquire the Issuer’s common stock and the Issuer’s restricted stock units outstanding immediately prior to the consummation of the Merger will, upon consummation of the Merger, be converted into economically equivalent options to acquire shares of Equinix common stock or Equinix restricted stock units, respectively.

Consummation of the Merger is subject to customary closing conditions, including, among others, (i) approval of the Merger and adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Issuer’s common stock; (ii) expiration or termination of the applicable Hart-Scott-Rodino waiting period and certain other regulatory approvals; (iii) the effectiveness of an Equinix registration statement covering the Equinix shares to be issued to the Issuer’s stockholders; (iv) the delivery of customary opinions from counsel to Equinix and the Issuer that the Merger will qualify as a tax-free reorganization for federal income tax purposes; (v) subject to certain exceptions, the accuracy of representations of Equinix and the Issuer; (vi) the absence of a material adverse effect on Equinix or the Issuer; (vii) not greater than 10% of the outstanding shares of the Issuer’s common stock having exercised dissenter’s rights; (viii) the receipt of certain contractual consents and agreements from third parties; and (ix) other customary conditions, including the absence of any law, regulation or government order prohibiting the Merger.

Equinix and the Issuer have made customary representations, warranties and covenants in the Merger Agreement.

The Merger Agreement contains certain termination rights for both Equinix and the Issuer and provides that upon termination of the Merger Agreement under specified circumstances the Issuer may be required to pay Equinix a termination fee equal to $26,757,615.

The boards of directors of Equinix and the Issuer have unanimously approved the Merger Agreement.

Voting Agreement

Concurrently with the execution of the Merger Agreement, each of the Reporting Persons entered into the Voting Agreement. Pursuant to the Voting Agreement, the Reporting Persons have agreed in their individual capacities to vote shares representing 35% of the Issuer’s outstanding shares in favor of the Merger. The Voting Agreement restricts transfers of shares by the Reporting Persons.

Other Information

If the Merger is successfully completed, the surviving corporation will be a wholly-owned subsidiary of Equinix and the Issuer’s common stock will be delisted from NASDAQ. The Issuer’s common stock will no longer be traded or quoted and the Issuer will become eligible for termination of registration pursuant to Section 12(g)(4) of the Act.


   Page 24 of 30 Pages

 

In addition, the Issuer’s certificate of incorporation and bylaws will be the surviving corporation’s certificate of incorporation and bylaws until amended in accordance with applicable law. Until successors are duly elected or appointed and qualified in accordance with applicable law, (i) Merger Sub’s directors shall be the surviving corporation’s directors and (ii) the Issuer’s officers shall be the surviving corporation’s officers.

As a result of the execution of the Voting Agreement, the Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d) of the Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any of the shares of the Issuer’s common stock covered by this Schedule 13D for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

None of the Reporting Persons have any plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D.

If, however, the proposed transactions do not occur for any reason, the Reporting Persons intend to review continuously the Issuer’s business affairs, general industry and economic conditions and capital needs. Based on such review, the Reporting Persons may, from time to time, determine to increase or decrease their respective ownership, if any, of the Issuer’s common stock, approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D.

The foregoing descriptions of the Merger Agreement and the Voting Agreement are qualified in their entirety by reference to the full text of such agreements. The Merger Agreement and the Voting Agreement are filed as Exhibits 2 and 3 hereto, respectively, and are incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer.

As of October 19, 2009, the Issuer had 34,580,077 shares of common stock outstanding, Pursuant to the Voting Agreement, the Reporting Persons may be deemed to, collectively, have beneficial ownership of 14,108,230 shares (or 39.6% of the total number of outstanding shares of common stock).

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any of the shares of the Issuer’s common stock covered by this Schedule 13D for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(a) Interests:

 

Reporting Persons    Shares Beneficially
Owned
   Percentage of Outstanding
Shares
 

Keith Olsen(1)

   722,628    2.1

William Luby(2)(3)

   5,456,612    15.7

George Pollock, Jr.(4)

   210,963     

Ernest Sampera(5)

   162,251     

William Roach(6)

   292,992     

Charles Browning(7)

   106,437     

Ali Marashi(8)

   63,166     

Clay Mynard(9)

   45,438     

Kathleen Earley(10)

   62,056     

George Kelly(2)(11)

   6,838,631    19.7

Arthur Matin(12)

   72,056     

G. Michael Sievert(13)

   16,250     

Michael Sileck(13)

   21,250     

M. Alex White(14)

   37,500     

CapStreet II, L.P.(15)

   6,821,621    19.6


   Page 25 of 30 Pages

 

Reporting Persons    Shares Beneficially
Owned
   Percentage of Outstanding
Shares
 

CapStreet GP II, L.P.(15)

   6,821,621    19.6

The CapStreet Group, LLC(11)

   6,822,035    19.6

CEA Capital Partners USA, L.P.

   1,646,745    4.8

CEA Capital Partners USA CI, L.P.

   508,008    1.5

Seaport Capital Partners II, L.P.

   3,218,627    9.3

 

* less than 1%
(1) Includes 462,603 options that are exercisable within 60 days of October 21, 2009.
(2) Includes 15,000 options that are exercisable within 60 days of October 21, 2009.
(3) Includes 3,218,627 shares (9.3%) owned of record by Seaport Capital Partners II, L.P. (“Seaport Partners”), 68,232 shares (0.2%) owned of record by Seaport Investments, LLC (“Seaport Investments”), 1,646,745 shares (4.7%) owned of record by CEA Capital Partners USA, LP (“CEA”) and 508,008 shares (1.5%) owned of record by CEA Capital Partners USA CI, LP (“CEA CI”). beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein.
(4) Includes 43,451 options that are exercisable within 60 days of October 21, 2009.
(5) Includes 147,018 options that are exercisable within 60 days of October 21, 2009.
(6) Includes 30,937 options that are exercisable within 60 days of October 21, 2009.
(7) Includes 30,937 options that are exercisable within 60 days of October 21, 2009.
(8) Includes 45,833 options that are exercisable within 60 days of October 21, 2009.
(9) Includes 18,333 options that are exercisable within 60 days of October 21, 2009.
(10) Includes 62,056 options that are exercisable within 60 days of October 21, 2009.
(11) Includes 4,814,563 shares (13.8%) owned of record by CapStreet II, L.P. (“CapStreet II”), 589,409 shares (1.7%) owned of record by CapStreet Parallel II, L.P. (“CapStreet Parallel”), 1,417,649 shares (4.1%) owned of record by CapStreet Co-Investment II-A, L.P. (“CapStreet Co-Investment” and collectively with CapStreet Parallel, the “CapStreet Entities”) and 414 shares (less than 1%) owned of record by The CapStreet Group, LLC.
(12) Includes 72,056 options that are exercisable within 60 days of October 21, 2009.
(13) Includes 16,250 options that are exercisable within 60 days of October 21, 2009.
(14) Includes 27,500 options that are exercisable within 60 days of October 21, 2009.
(15) Includes 4,814,563 shares (13.8%) owned of record by CapStreet II, 589,409 shares (1.7%) owned of record by CapStreet Parallel and 1,417,649 shares (4.1%) owned of record by CapStreet Co-Investment.

(b) The information set forth in Items 7 through 10 of the various cover pages of this Schedule 13D are incorporated herein by reference.

(c) The only transactions in the Issuer’s common stock effected during the past 60 days includes broker sales set forth below by Charles Browning made in accordance with a Rule 10b5-1 sales plan dated September 4, 2007, as amended July 31, 2009, which is intended to comply with Rule 10b5-1.

 

Date

   Amount    Price

10/15/2009

   2,593    $ 15.00

10/21/2009

   8,714    $ 15.0096

Except as described in this Schedule 13D, there have been no other transactions in the shares of the Issuer’s common stock effected by the Reporting Persons during the last 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Except as described in Items 3, 4 and 5 and the agreements set forth on Exhibits 1, 2, and 3 attached hereto and incorporated herein by reference, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to the securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or any pledge or contingency, the occurrence of which would give another person voting or investment power over the Issuer’s securities.


   Page 26 of 30 Pages

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit

Number

  

Description

1    Joint Filing Agreement, dated October 30, 2009, by and among the Securityholders of Switch & Data Facilities Company, Inc.
2    Agreement and Plan of Merger, dated October 21, 2009, by and among Equinix, Inc., Sundance Acquisition Corporation and Switch & Data Facilities Company, Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed October 22, 2009).
3    Voting Agreement, dated October 21, 2009, by and among Equinix, Inc., and certain Securityholders of Switch & Data Facilities Company, Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed October 22, 2009).
4    Powers of Attorney executed by the Reporting Persons authorizing and designating Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them to execute and file on such Reporting Persons’ behalf any and all Schedule 13Ds (including any amendments thereto) that such Reporting Persons may be required to file with the SEC as a result of such Reporting Persons’ ownership of the Issuer’s shares.


   Page 27 of 30 Pages

 

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

October 30, 2009

 

/S/    CLAYTON MYNARD        

Clayton Mynard, individually and as attorney-in-fact for each of Charles Browning, Kathleen Earley, George Kelly, William Luby, Ali Marashi, Arthur Matin, Keith Olsen, George Pollock, Jr., William Roach, Ernest Sampera, G. Michael Sievert, Michael Sileck, M. Alex White, CapStreet II, L.P., CapStreet GP II, L.P., The CapStreet Group, LLC, CEA Capital Partners USA, L.P., CEA Capital Partners USA CI, L.P. and Seaport Capital Partners II, L.P.

The Powers of Attorney executed by Charles Browning, Kathleen Earley, George Kelly, William Luby, Ali Marashi, Arthur Matin, Keith Olsen, George Pollock, Jr., William Roach, Ernest Sampera, G. Michael Sievert, Michael Sileck, M. Alex White, CapStreet II, L.P., CapStreet GP II, L.P., The CapStreet Group, LLC, CEA Capital Partners USA, L.P., CEA Capital Partners USA CI, L.P. and Seaport Capital Partners II, L.P. authorizing Clayton Mynard to sign and file this Schedule 13D as attorney-in-fact are attached hereto as Exhibit 4.


   Page 28 of 30 Pages

 

SCHEDULE A

Set forth below is the name, business address and present principal occupation or employment of each of the Switch Individuals, and the name, principal place of business and address of each of the Seaport Entities and the CapStreet Entities.

Unless otherwise indicated below the business address of each person is c/o Switch & Data Facilities Company, Inc., 1715 North Westshore, Boulevard, Suite 650, Tampa, Florida 33607.

Directors of the Issuer

 

Name

  

Present Principal Occupation and Business Address of Such Organization

Kathleen Earley    Director of the Issuer, Vignette Corporation and Digital Realty Trust, Inc.
George Kelly    Chairperson of The CapStreet Group, LLC and his principal business address is 600 Travis Street, Suite 6110, Houston, Texas 77002.
William Luby    Managing Partner of Seaport Capital and his principal business address is 199 Water Street, 20th Floor, New York, New York 10038.
Arthur Matin    President & Chief Executive Officer of Mandalay Baseball Properties and his principal business address is 4751 Wilshire Boulevard, Los Angeles California 90010.
G. Michael Sievert    Senior Vice President and Chief Marketing Officer of Lenovo, Inc. and his principal business address is 6540 Franz Warner Parkway, Whitsett, North Carolina. 27377.
Michael Sileck    Independent consultant.
M. Alex White    Auditor for Baumann, Raymondo & Company PA and his principal business address is 405 N. Reo Street Suite 200, Tampa, FL 33609.

Executive Officers of the Issuer

 

Name

  

Present Principal Occupation

Charles Browning    Senior Vice President of Operations
Ali Marashi    Vice President of Engineering and Chief Information Officer
Clayton Mynard    Vice President, General Counsel and Secretary
Keith Olsen    Director and President & Chief Executive Officer
George Pollock, Jr.    Senior Vice President, Chief Financial Officer and Treasurer
William Roach    Senior Vice President of Sales
Ernest Sampera    Senior Vice President of Marketing and Chief Marketing Officer

CapStreet Entities and Seaport Entities

 

Name

  

State or Other Place of Organization; Principal Business; and Address of Its Principal Office

CapStreet II, L.P.    It is organized in Delaware, its principal business is investing and managing its private equity investments and its address is 600 Travis Street, Suite 6110, Houston, Texas 77002.
CapStreet GP II, L.P.    It is organized in Delaware, its principal business is investing and managing its private equity investments and its address is 600 Travis Street, Suite 6110, Houston, Texas 77002.
The CapStreet Group, LLC    It is organized in Delaware, its principal business is investing and managing its private equity investments and its address is 600 Travis Street, Suite 6110, Houston, Texas 77002.
CEA Capital Partners USA, L.P.    It is organized in Delaware, its principal business is investing and managing its private equity investments and its address is 199 Water Street, 20th Floor, New York, New York 10038.
CEA Capital Partners USA CI, L.P.    It is organized in the Cayman Islands, its principal business is investing and managing its private equity investments and its address is 199 Water Street, 20th Floor, New York, NY 10038.
Seaport Capital Partners II, L.P.    It is organized in Delaware, its principal business is investing and managing its private equity investments and its address is 199 Water Street, 20th Floor, New York, New York 10038.


   Page 29 of 30 Pages

 

SCHEDULE B

CONTROLLING PERSONS OF THE CAPSTREET ENTITIES

The CapStreet Group, LLC is the general partner of CapStreet GP II, L.P., which is the general partner of CapStreet II, L.P. George Kelly is the chairperson of The CapStreet Group, LLC. The information listed on Schedule A for each of these persons is incorporated by reference herein.

CONTROLLING PERSONS OF THE SEAPORT ENTITIES

The general partner of Seaport Capital Partners II, L.P. is CEA Investment Partners II, LLC. CEA Investment Partners II, LLC is controlled by Seaport Associates, LLC, which is controlled by William Luby and James Collis. CEA Capital Partners USA, L.P. and CEA Capital Partners USA CI, L.P. are each controlled by CEA Investment Partners, L.P. which is controlled by CEA Capital Corp. CEA Capital Corp. is controlled by J. Patrick Michaels, Jr.

 

Name

  

State or Other Place of Organization; Principal Business; and Address of Its Principal Office

CEA Investment Partners II, LLC    It is organized in Delaware, its principal business is investing and managing its private equity investments and its address is c/o Seaport Capital, 199 Water Street, 20th Floor, New York, New York 10038.
Seaport Associates, LLC    It is organized in Delaware, its principal business is investing and managing its private equity investments and its address is c/o Seaport Capital, 199 Water Street, 20th Floor, New York, NY 10038.
CEA Investment Partners, L.P.    It is organized in Delaware, its principal business is investing and managing its private equity investments and its address is 101 East Kennedy Boulevard, Suite 3300, Tampa, Florida 33602.
CEA Capital Corp.    It is organized in Florida, its principal business is investing and managing its private equity investments and its address is 101 East Kennedy Boulevard, Suite 3300, Tampa, Florida 33602.

The information listed on Schedule A for CEA Capital Partners USA, L.P., CEA Capital Partners USA CI, L.P. and Seaport Capital Partners II, L.P. is incorporated by reference herein.

Set forth below is the name, business address and present principal occupation or employment of each of those individuals who may be deemed to be a controlling person of one or more of the Seaport Entities. Each of these individuals is a United States citizen. Also, unless otherwise indicated below the business address of each person is c/o Seaport, 199 Water Street, 20th Floor, New York, NY 10038.

 

Name

  

Present Principal Occupation and Business Address of Such Organization

James Collis    Executive Vice President of Seaport Associates, LLC and his principal business address is 199 Water Street, 20th Floor, New York, New York 10038.
William Luby    Managing Partner of Seaport Associates, LLC and his principal business address is 199 Water Street, 20th Floor, New York, New York 10038.
J. Patrick Michaels    Chairman and CEO of CEA Capital Corp. and his principal business address is 101 East Kennedy Boulevard, Suite 3300, Tampa, Florida 33602.


   Page 30 of 30 Pages

 

EXHIBIT INDEX

 

1 Joint Filing Agreement, dated October 30, 2009, by and among the Securityholders of Switch & Data Facilities Company, Inc.

 

2 Agreement and Plan of Merger, dated October 21, 2009, by and among Equinix, Inc., Sundance Acquisition Corporation and Switch & Data Facilities Company, Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed October 22, 2009).

 

3 Voting Agreement, dated October 21, 2009, by and among Equinix, Inc., and certain Securityholders of Switch & Data Facilities Company, Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed October 22, 2009).

 

4 Powers of Attorney executed by the Reporting Persons authorizing and designating Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them to execute and file on such Reporting Persons’ behalf any and all Schedule 13Ds (including any amendments thereto) that such Reporting Persons may be required to file with the SEC as a result of such Reporting Persons’ ownership of the Issuer’s shares.
EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the Statement on Schedule 13D including any amendments thereto with respect to the common stock, par value $0.0001 per share, of Switch & Data Facilities Company, Inc. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Dated: October  30 , 2009

[The remainder of this page has been intentionally left blank; the next page is the signature page]


/s/ Charles Browning

Charles Browning

/s/ Kathleen Earley

Kathleen Earley

/s/ George Kelly

George Kelly

/s/ William Luby

William Luby

/s/ Ali Marashi

Ali Marashi

/s/ Arthur Matin

Arthur Matin

/s/ Clayton Mynard

Clayton Mynard

/s/ Keith Olsen

Keith Olsen

/s/ George Pollock, Jr.

George Pollock, Jr.

/s/ William Roach

William Roach

/s/ Ernest Sampera

Ernest Sampera

/s/ G. Michael Sievert

G. Michael Sievert

/s/ Michael Sileck

Michael Sileck

/s/ M. Alex White

M. Alex White


CAPSTREET II, L.P.
By:   CapStreet GP II, L.P., its general partner
  By:   The CapStreet Group, LLC, its general partner
By:  

/s/ Katherine L. Kohlmeyer

  Name:   Katherine L. Kohlmeyer,
  Title:   Chief Financial Officer
CAPSTREET GP II, L.P.
By:  

The CapStreet Group, LLC, its general

partner

By:  

/s/ Katherine L. Kohlmeyer

  Katherine L. Kohlmeyer,
  Chief Financial Officer
THE CAPSTREET GROUP, LLC
By:  

/s/ Katherine L. Kohlmeyer

  Katherine L. Kohlmeyer,
  Chief Financial Officer
CEA CAPITAL PARTNERS USA, L.P.
By:  

Seaport Capital, LLC

its authorized representative

By:  

/s/ Howard M. Kaufman

  Name:   Howard M. Kaufman
  Title:   Chief Financial Officer
CEA CAPITAL PARTNERS USA CI, L.P.
By:  

Seaport Capital, LLC

its authorized representative

By:  

/s/ Howard M. Kaufman

  Name:   Howard M. Kaufman
  Title:   Chief Financial Officer
SEAPORT CAPITAL PARTNERS II, L.P.
By:   Seaport Capital, LLC its authorized representative
By:  

/s/ Howard M. Kaufman

  Name:   Howard M. Kaufman
  Title:   Chief Financial Officer
EX-4 3 dex4.htm POWERS OF ATTORNER Powers of Attorner

Exhibit 4

LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, Charles D. Browning (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  28 , 2009

/s/ Charles D. Browning

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, Kathleen Earley (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  30 , 2009

/s/ Kathleen Earley

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, George Kelly (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  30 , 2009

/s/ George Kelly

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, William Luby (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  27 , 2009

/s/ William Luby

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, Ali Marashi (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  28 , 2009

/s/ Ali Marashi

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, Arthur Matin (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  30 , 2009

/s/ Arthur Matin

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, Clayton Mynard (the “Insider”), has authorized and designated Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  30 , 2009

/s/ Clayton Mynard

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, Keith Olsen (the “Insider”), has authorized and designated Clayton Mynard and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  28 , 2009

/s/ Keith Olsen

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, George Pollock, Jr. (the “Insider”), has authorized and designated Clayton Mynard and Keith Olsen. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  30 , 2009

/s/ George Pollock

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, William Roach (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  30 , 2009

/s/ William Roach

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, Ernest Sampera (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  27 , 2009

/s/ Ernest Sampera

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, G. Michael Sievert (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  29 , 2009

/s/ G. Michael Sievert

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, Michael Sileck (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  30 , 2009

/s/ Michael Sileck

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, M. Alex White (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

Date: October  27 , 2009

/s/ M. Alex White

Signature


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, CEA CAPITAL PARTNERS USA, L.P. (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

Date: October  28,  2009

 

CEA CAPITAL PARTNERS USA, L.P.
By:   Seaport Capital, LLC
  Its authorized representative

 

By:  

/s/ Howard M. Kaufman

Name:   Howard M. Kaufman
Title:   Chief Financial Officer


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, CEA CAPITAL PARTNERS USA CI, L.P. (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

Date: October  28,  2009

 

CEA CAPITAL PARTNERS USA CI, L.P.
By:   Seaport Capital, LLC
  Its authorized representative

 

By:  

/s/ Howard M. Kaufman

Name:   Howard M. Kaufman
Title:   Chief Financial Officer


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, SEAPORT CAPITAL PARTNERS II, L.P. (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

Date: October  28,  2009

 

SEAPORT CAPITAL PARTNERS II, L.P.
By:   Seaport Capital, LLC
  Its authorized representative

 

By:  

/s/ Howard M. Kaufman

Name:   Howard M. Kaufman
Title:   Chief Financial Officer


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, CAPSTREET II, L.P. (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

Date: October  30 , 2009

 

CAPSTREET II, L.P.
By:   Capstreet GP II, LLC
  Its general partner
  By:   The CapStreet Group, LLC
    Its general partner

 

By:  

/s/ Katherine L. Kohlmeyer

Name:   Katherine L. Kohlmeyer
Title:   Chief Financial Officer


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, CAPSTREET GP II, L.P. (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

Date: October  30 , 2009

 

CAPSTREET GP II, L.P.
By:   The CapStreet Group, LLC
  Its general partner

 

By:  

/s/ Katherine L. Kohlmeyer

Name:   Katherine L. Kohlmeyer
Title:   Chief Financial Officer


LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, CAPSTREET GROUP, LLC (the “Insider”), has authorized and designated Clayton Mynard, Keith Olsen and George Pollock, Jr. and each of them (each of the foregoing is referred to as an “Authorized Signer”) to execute and file on the Insider’s behalf any and all Schedule 13Ds (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider’s ownership of shares of Switch & Data Facilities Company, Inc. (the “Company”) including without limitation any Joint Filing Agreement under Rule 13d-1(k) of the Securities Exchange Act of 1934.

The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Schedule 13Ds regard to the Insider’s ownership of, or transactions in, securities of the Company, unless revoked in writing. The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

Date: October  30 , 2009

 

CAPSTREET GROUP, LLC
By:  

/s/ Katherine L. Kohlmeyer

Name:   Katherine L. Kohlmeyer
Title:   Chief Financial Officer
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