S-1 1 d393780ds1.htm S-1 S-1
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As filed with the U.S. Securities and Exchange Commission on September 8, 2017

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

SWITCH, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Nevada   7370   82-1883953

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

7135 S. Decatur Boulevard

Las Vegas, NV 89118

(702) 444-4111

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Rob Roy

Founder, Chief Executive Officer and Chairman

Switch, Inc.

7135 S. Decatur Boulevard

Las Vegas, NV 89118

(702) 444-4111

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Charles K. Ruck

Shayne Kennedy

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

(714) 540-1235

 

Thomas Morton, Esq.

Chase Leavitt, Esq.

7135 S. Decatur Boulevard

Las Vegas, NV 89118

(702) 444-4111

 

Kenneth J. Gordon

Richard A. Kline

Seo Salimi

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

(617) 570-1000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer     (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Proposed

Maximum

Aggregate

Offering Price(1)(2)

 

Amount of

Registration Fee

Class A Common Stock, $0.001 par value per share

  $100,000,000   $11,590

 

 

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Includes the aggregate offering price of additional shares of Class A common stock that the underwriters have the option to purchase from the Registrant.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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LOGO

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated September 8, 2017.

            Shares

[Graphic]

 

Switch, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Switch, Inc.

Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share will be between $         and $        . We intend to list our Class A common stock on the New York Stock Exchange under the symbol “SWCH.”

Following this offering, we will have three classes of authorized common stock. The Class A common stock and the Class B common stock will have one vote per share. The Class C common stock will have 10 votes per share. Rob Roy, our Founder, Chief Executive Officer and Chairman, personally and through an affiliated entity, will hold all of our issued and outstanding Class C common stock after this offering and will hold approximately     % of the combined voting power of our outstanding capital stock after this offering. As a result, Mr. Roy will be able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our articles of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets.

Upon consummation of this offering, we intend to use the net proceeds to purchase newly issued common membership interests (“Common Units”) of Switch, Ltd. Following the purchase of Common Units, we will be a holding company and our principal asset will be our Common Units in Switch, Ltd. We will also become the manager of Switch, Ltd. and, although we will have a minority economic interest in Switch, Ltd., we will operate and control all of its business and affairs and will have sole voting interest in, and control the management of, Switch, Ltd. The members of Switch, Ltd. will hold approximately                 Common Units, representing a         % economic interest in Switch, Ltd. and no voting interest. Following this offering, the members of Switch, Ltd. may redeem their Common Units for newly issued shares of our Class A common stock or, at our option, for cash. Following this offering, holders of our Class A common stock will hold approximately         % of our voting power, and holders of our Class B and Class C common stock will hold approximately         % and         %, respectively, of our voting power.

We are an “emerging growth company” as defined under the federal securities laws, and as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to comply with reduced public company reporting requirements in future filings. Following this offering, we will be a “controlled company” within the meaning of the corporate governance rules of the New York Stock Exchange. See “The Transactions” and “Management—Corporate Governance.”

See “Risk Factors” beginning on page 24 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

    

Per Share

  

Total

Initial public offering price

  

$            

  

$            

Underwriting discount(1)

  

$            

  

$            

Proceeds, before expenses, to Switch, Inc.

  

$            

  

$            

(1) See “Underwriting” for additional information regarding underwriting compensation.

To the extent that the underwriters sell more than             shares of Class A common stock, the underwriters have the option to purchase up to an additional             shares from us at the initial price to the public less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on                 , 2017.

Goldman Sachs & Co. LLC

 

J.P. Morgan

 

  BMO Capital Markets  

 

Wells Fargo Securities

Citigroup

 

Credit Suisse

 

Jefferies

BTIG

 

Raymond James

 

Stifel

 

William Blair

Prospectus dated                     , 2017


Table of Contents

LOGO


Table of Contents

TABLE OF CONTENTS

Prospectus

 

Prospectus Summary

     1  

Risk Factors

     24  

Special Note Regarding Forward-Looking Statements

     57  

Trademarks

     58  

Market and Industry Data

     58  

The Transactions

     59  

Use of Proceeds

     64  

Dividend Policy

     65  

Capitalization

     66  

Dilution

     68  

Selected Historical Consolidated Financial and Other Data

     71  

Unaudited Pro Forma Consolidated Financial Information

     75  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     86  

A Letter from Our Founder

     111  

Business

     115  

Management

     139  

Executive Compensation

     145  

Certain Relationships and Related Party Transactions

     154  

Principal Stockholders

     162  

Description of Capital Stock

     164  

Description of Certain Indebtedness

     175  

Shares Eligible for Future Sale

     176  

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders

     179  

Underwriting

     184  

Legal Matters

     189  

Experts

     189  

Where You Can Find More Information

     189  

Index to Financial Statements

     F-1  

 

 

Through and including                     , 2017 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only under circumstances and in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospectus may have changed since that date.

 

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For investors outside the United States, we have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting.”

 

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GLOSSARY

As used in this prospectus, unless the context otherwise requires, references to:

 

    “we,” “us,” “our,” the “Company,” “Switch” and similar references refer: (i) following the completion of the Transactions (as defined below), including this offering, to Switch, Inc., and, unless otherwise stated, all of its subsidiaries, including Switch, Ltd., and, unless otherwise stated, all of its subsidiaries, and (ii) on or prior to the completion of the Transactions, including this offering, to Switch, Ltd. and, unless otherwise stated, all of its subsidiaries.

 

    Members” refer to the Founder Members, Non-Founder Members and Former Incentive Unit Holders once their incentive units convert into Common Units, as described below.

 

    “Founder Members” refer to Rob Roy, our Founder, Chairman and Chief Executive Officer, and an affiliated entity of Mr. Roy, each of which will continue to own Common Units (as defined below) after the Transactions and who may, following the completion of this offering, exchange their Common Units for shares of our Class A common stock as described in “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement.” As the context requires in this prospectus, “Founder Members” also refers to the respective successors, assigns and transferees of such Founder Members permitted under the Switch Operating Agreement and our amended and restated articles of incorporation.

 

    “Non-Founder Members” refer to those direct and certain indirect owners of interest in Switch, Ltd. prior to the Transactions, other than the Founder Members, each of which will continue to own Common Units after the Transactions and who may, following the completion of this offering, exchange their Common Units for shares of our Class A common stock as described in “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement.” The Non-Founder Members will include the following directors and officers of Switch, Inc., and beneficial owners of 5% or more of the Class B common stock of Switch, Inc.:                        . As the context requires in this prospectus, “Non-Founder Members” also refers to the respective successors, assigns and transferees of such Non-Founder Members permitted under the Switch Operating Agreement and our amended and restated articles of incorporation.

 

    Former Incentive Unit Holders” refer collectively to (i) our named executive officers; (ii) an affiliated entity of Mr. Roy, our Founder, Chief Executive Officer and Chairman; (iii) Donald D. Snyder, a member of our board of directors; and (iv) certain other current and former non-executive employees, in each case, who hold existing incentive units in Switch, Ltd. and whose incentive units will convert into Common Units of Switch, Ltd. in connection with the Transactions.

 

    “Common Units” refer to the single class of issued common membership interests of Switch, Ltd.

 

    Switch Operating Agreement” refers to Switch, Ltd.’s amended and restated operating agreement, which will become effective on or prior to the completion of this offering.

BASIS OF PRESENTATION

Organizational Structure

In connection with the completion of this offering, we will effect certain organizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the completion of the organizational transactions and this offering, which we refer to collectively as the Transactions. See “The Transactions” for a description of the Transactions and a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

 

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Prior to the completion of this offering and the Transactions, Switch, Ltd. was owned entirely by the Members and operated its business through itself and various wholly owned subsidiaries. Switch, Inc. was incorporated as a Nevada corporation on June 13, 2017 to serve as the issuer of the Class A common stock offered in this offering.

Following the Transactions, we will be a holding company and the manager of Switch, Ltd., and upon completion of this offering and the application of proceeds therefrom, our principal asset will be Common Units. For financial reporting purposes, Switch, Ltd. is the predecessor of Switch, Inc. Switch, Inc. will be the financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

 

    Switch, Inc.    Other than the inception balance sheet, dated as of June 13, 2017, the historical financial information of Switch, Inc. has not been included in this prospectus since it is a newly incorporated entity, has no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.

 

    Switch, Ltd.    As Switch, Inc. will have no other interest in any operations other than those of Switch, Ltd. and its subsidiaries, the historical consolidated financial information included in this prospectus is that of Switch, Ltd. and its subsidiaries.

The unaudited pro forma financial information of Switch, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of Switch, Ltd. and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to (i) the organizational transactions described under “The Transactions;” (ii) the full acceleration of vesting of incentive units (other than the CEO Award and the President Award, each as defined below) and the conversion of all such incentive units into Common Units; and (iii) the initial vesting of the CEO Award and the President Award that will occur upon the closing of this offering and the conversion of such awards into Common Units, as if all such transactions had occurred on January 1, 2016, in the case of the unaudited pro forma consolidated statement of income data, and as of June 30, 2017, in the case of the unaudited pro forma consolidated balance sheet. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

 

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PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, including “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.

What We Are

Switch is a technology infrastructure company powering the sustainable growth of the connected world and the Internet of Everything.

Our mission is to enable the advancement of humanity by creating smart, resilient and sustainable infrastructure solutions that support the most innovative technology ecosystems.

Our Business

We believe the future of the connected world depends on the sustainable and cost-effective growth of the internet and the services it enables. Using our technology platform, we provide solutions to help enable that growth. We believe we are a pioneer in the design, construction and operation of some of the world’s most reliable, secure, resilient and sustainable data centers. Our advanced data centers are the center of our platform and provide power densities that exceed industry averages with efficient cooling, while being powered by 100% renewable energy. Two of our data centers are the only carrier-neutral colocation facilities in the world to be certified Tier IV Design, Tier IV Facility and Tier IV Gold in Operational Excellence. While these certifications have been the highest classifications available in the industry, we are building our current facilities to our proprietary Tier 5 Platinum standards, which exceed Tier IV standards. Our platform has powerful network effects and nurtures a rich technology ecosystem that benefits its participants. We further enhance these benefits as we innovate and expand our platform ecosystem. We currently have more than 800 customers, including some of the world’s largest technology and digital media companies, cloud and managed service providers, financial institutions and telecommunications providers.

Our patented data center designs have redefined traditional data center space and cooling, allowing our customers to achieve significantly higher power densities than may be available in traditional data centers. We build our facilities using Switch Modularly Optimized Designs, or Switch MODs. These designs allow us to rapidly deploy or replace infrastructure to meet our customers’ current and future data storage and compute requirements. We believe that the design of our data centers reduces our operational costs, minimizes investment risk and positions us to adapt as the Internet of Everything continues to evolve. Our technologies were all designed and invented by our founder, Rob Roy, and are protected by over 350 issued and pending patent claims. Since the opening of our first colocation facility, we have delivered 100% uptime across all of our facilities.

We presently own and operate three primary campus locations, called Primes, which encompass ten colocation facilities with an aggregate of up to 4.0 million gross square feet of space. These facilities have up to 415 megawatts of power available to them. Our Primes consist of The Core Campus in Las Vegas, Nevada; The Citadel Campus near Reno, Nevada; and The Pyramid Campus in Grand Rapids, Michigan. In addition, we recently purchased land to develop a fourth Prime, The

 



 

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Keep Campus, in Atlanta, Georgia. Our Primes are strategically located in geographies that combine a low risk of natural disaster, favorable tax policies for customers deploying computing infrastructure and low latency connectivity to major metropolitan markets, such as Los Angeles, San Francisco, Silicon Valley, Chicago, New York, Northern Virginia and Miami.

We believe our advanced platform, high level of service and competitive pricing create a disruptive platform with a powerful customer value proposition. Our data centers are designed for efficiency and allow our customers to achieve higher than industry-average power densities per cabinet with appropriate cooling, which we believe improves the performance and increases the life of our customers’ equipment. Our data centers are located in areas with tax benefits and access to competitively priced renewable power, both of which help further lower our customers’ total cost of ownership. Finally, our Combined Ordering Retail Ecosystem, or CORE, service aggregates our customers’ buying power, and can significantly lower many of our customers’ connectivity costs. We believe the power of our customer value proposition is evidenced by our customer loyalty and low annual churn rate. Moreover, we believe that our technologies, modular expansion and development approach allow us to earn attractive cash flow yields on our invested capital.

We have achieved significant growth in our business and have a track record of strong financial performance. On an annual basis, our revenue has grown from $166.8 million in 2013 to $318.4 million in 2016, representing a compounded annual growth rate, or CAGR, of 24.0%. We generated net income of $73.5 million and $31.4 million during the years ended December 31, 2015 and 2016, respectively, and $35.2 million and $35.3 million during the six months ended June 30, 2016 and 2017, respectively. Our net income for the year ended December 31, 2016 included a nonrecurring charge of $27.0 million related to our becoming an unbundled purchaser of energy in Nevada. In 2015 and 2016, we generated Adjusted EBITDA of $141.9 million and $153.2 million, respectively, representing an Adjusted EBITDA margin of 53.4% and 48.1%, respectively. During the six months ended June 30, 2016 and 2017, we generated Adjusted EBITDA of $77.6 million and $93.9 million, respectively, representing an Adjusted EBITDA margin of 50.1% and 51.8%, respectively. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, see “Selected Historical Consolidated Financial and Other Data—Key Metrics and Non-GAAP Financial Measures.”

 



 

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Company Snapshot

 

LOGO

 

1 Churn is defined as a reduction in recurring revenue attributed to customer terminations or non-renewal of expired contracts, as a percentage of revenue at the beginning of the period.
2  Cash flow yield on invested capital is defined as Adjusted EBITDA less corporate taxes and maintenance capital expenditures, divided by total assets, less cash and equivalents, construction in progress, and non-interest-bearing liabilities.

The Network Effects Across our Technology Infrastructure Platform and Ecosystem

Our technology infrastructure platform supports a dynamic technology ecosystem bringing together enterprises and service providers, including cloud and managed services providers and telecommunications carriers. Participants benefit from the proximity to these service providers, customers and collaborators. Our platform and our ecosystem have independent but synergistic self-proliferating network effects that benefit participants as we continue to innovate, our platform evolves and our ecosystem grows. As our platform and customer base expands, we continue to realize growing efficiencies of scale, which allows us to provide higher value services to our customers.

Our Market Opportunity

Industry Background

Computational processing power continues to advance, and the amount of data that enterprises must manage, analyze and monitor is dramatically increasing. For example:

 

    over 200 billion “smart” devices will be connected to the internet by 2020, compared to only 15 billion in 2015, representing a 68% CAGR, according to estimates by Intel Corporation;

 



 

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    an estimated 929 million wearable devices will exist globally by 2021, an increase of nearly three times the 325 million wearable devices in 2016, according to a white paper published by Cisco Systems;

 

    smart cities will use 7.3 billion connected sensors by 2020, almost six times more than in 2015, representing a 42% CAGR, according to estimates by Gartner, Inc., or Gartner;

 

    more than 75 million autonomous vehicles will be sold by 2035, according to IHS Markit estimates; and

 

    over three gigabytes of data per person per day is created today, and this will grow by 38% per year through 2020, according to Technavio.

The rapid rise in data traffic and the world’s reliance on the internet to deliver services and information is making the collection, storage and transfer of data one of the largest challenges created by the internet. According to a white paper published by Cisco Systems, global internet traffic is expected to grow to 15.3 zettabytes in 2020, up from 4.7 zettabytes in 2015, representing a CAGR of 27%. Similarly, total data center storage installed capacity is expected to grow at a 35% CAGR to 1.8 zettabytes in 2020 from 0.4 zettabytes in 2015.

The power requirements and financial costs to support this growth in data, traffic and storage are massive and growing. Based on a 2016 U.S. Department of Energy report, U.S. data centers consumed approximately 70 billion kilowatt-hours of electricity in 2014, representing 1.8% of total energy consumption in the United States and equivalent to the amount consumed by 6.4 million average American homes. According to 451 Research, global data center colocation spending is expected to grow at a 12% CAGR from $29.7 billion in 2016 to $47.4 billion in 2020. At the same time, service provider data centers are only beginning to penetrate the data center market. International Data Corporation predicts that, by 2019, service provider data centers will account for only 28% of the worldwide data center capacity by square footage compared to 13% in 2016.

Industry Limitations

We believe that traditional data center infrastructure and the public cloud are not optimally suited to support the growing wave of mission critical enterprise data applications and increasingly powerful IT equipment due to the following beliefs:

 

    Increases in server density are beginning to strain the current power and cooling capacity of many traditional colocation data centers. We expect this will require many traditional data center companies and enterprise-built data center facilities to attempt to retrofit their existing infrastructure.

 

    Organizations are increasingly using the public cloud due to its cost-effectiveness and pay-as-you-go scalability. While many applications are well-suited to this environment, the public cloud is not an ideal solution for certain business-critical data storage and computing needs. Highly complex workloads and those involving sensitive or regulated data can require the greater resiliency, speed and security offered by colocation environments.

 

    Given the limitations of both the public cloud and the enterprise-built facilities, we expect enterprises to increasingly deploy IT equipment across hybrid cloud and colocation environments, with mission critical data stored at highly resilient and secure colocation facilities.

 

   

Enterprises are beginning to recognize significant value from data center providers that bring together enterprises, cloud and managed services providers and telecommunications carriers

 



 

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in an environment that fosters communication, collaboration and innovation. We believe these elements will be difficult to find among traditional colocation data centers.

We believe a significant opportunity exists for data centers that can address the shortcomings of traditional colocation facilities, enterprise-built facilities and public cloud offerings.

Our Competitive Strengths

We believe we distinguish ourselves from typical colocation providers and other technology infrastructure companies through our competitive strengths, which include:

Purpose-Built, Highly-Resilient, Patented Solutions

Our critical infrastructure components are purpose-built to satisfy customers’ needs, drive efficiency and enable the deployment of highly advanced computing technologies, and our designs are protected by over 350 issued and pending patent claims. Our Switch MODs allow us to rapidly deploy or replace infrastructure as our customers’ needs evolve. We believe this reduces operational costs, minimizes investment risk and facilitates our ability to adapt as the Internet of Everything continues to evolve.

We have redefined data center space and cooling, allowing our customers to achieve higher power densities than they can in traditional data centers. Our power densities enable our customers to include more IT equipment per cabinet than in typical data center environments, which can reduce space requirements and the associated monthly costs and set-up costs and drive down in-cabinet latency. Additionally, we believe our ability to run more powerful cabinets at the appropriate temperature improves performance and extends the life of our customers’ equipment. This results in lower total cost of ownership for our customers.

Differentiated Technology Ecosystem Underscored by Powerful Network Effects

We operate a dynamic technology ecosystem that brings together a wide variety of parties. As we continue to innovate, we believe our customer value proposition strengthens, attracting new customers and encouraging existing customers to grow with us. This expanding, diverse mix of enterprise customers attracts cloud service providers, managed services providers and telecommunications carriers. This growing base of service providers, in turn, attracts other new enterprise customers seeking an environment with diverse, high-quality service providers and other innovative companies with which to collaborate.

Commitment to Sustainability

We were the only company recognized by Greenpeace in its 2017 Clicking Clean report as having a 100% clean energy index. We were also the only company in the report to receive an “A” grade in all five categories, and our energy index was higher than every other technology company identified in the report.

Through technological innovation, industry partnerships and public advocacy, we also support renewable energy production facilities. We believe our achievements in sustainability also drive customer demand. Deploying IT equipment within a Switch data center helps our customers achieve their green energy objectives and reduce their carbon footprint.

 



 

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Our Strong and Trusted Brand

We operate under the slogan “Truth in Technology,” which embodies our belief that the product should be so amazing that nothing more than the truth is necessary to sell it.

Our reputation and track record of delivering 100% uptime across all of our facilities contribute to our efficient and robust organic growth. We have grown our customer base primarily through industry and customer referrals, and our customers tend to increase their spending with us over time, demonstrating the power of our brand and the quality of our solutions.

Visionary and Experienced Leadership Underscored by a Culture of Innovation and Execution

Our Founder, Chief Executive Officer and Chairman, Rob Roy, is a serial “inventrepreneur” who is a recognized expert in advanced end-to-end solutions for mission-critical facilities.

We have a deep and experienced senior management team comprised of 16 members, who collectively have over 135 years of experience at Switch, and 13 of whom have been with Switch for more than five years.

Our Growth Strategy

Our goal is to enable the current and future compute needs of our customers and to facilitate technological advancement through smart and sustainable infrastructure solutions designed to support the most innovative technology ecosystems in the world. To accomplish this, we plan to:

 

    Continue to Grow Our Existing Prime Campus Locations.    We currently operate The Core Campus, The Citadel Campus and The Pyramid Campus in or near Las Vegas, Reno and Grand Rapids, respectively, and have secured land for The Keep Campus in Atlanta. We plan to continue to expand these Primes and actively pursue additional customers with strategic fit for our ecosystem, as well as sell additional solutions to existing customers.

 

    Expand into New Geographies in the United States.    We intend to continue to evaluate geographic expansion opportunities for our data center facilities, focusing on areas within the United States with limited or no natural disaster risks, favorable business and tax climates, close proximity to major cities, robust telecommunications networks and significant customer demand.

 

    Grow Our Single-User Line of Data Centers.    Our Switch MOD design enables us to rapidly deploy new facilities in a single-user configuration. We believe this expands our addressable market opportunity in the United States and represents a potential new source of revenue.

 

    Leverage Our Unique Technology Ecosystem to Drive Interconnection Growth.    Our ecosystem connects more than 800 customers, including over 100 cloud and managed services providers and 50 telecommunications providers, which creates an important hub for the Internet of Everything. We plan to support our customers’ interconnection needs by continuing to increase our cross connect and external broadband offerings.

 

    Maintain and Extend Our Technological Leadership.    We have a long history of innovation and, led by Rob Roy, we are a dynamically inventive organization. We plan to continue to invest in the development of new technologies in order to continue improving our standards for security, availability and scalability. Additionally, we intend to leverage our patented technologies and designs to strategically pursue new, adjacent market opportunities outside our core business.

 



 

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    Pursue Strategic Partnerships.    We may enter into strategic relationships with a variety of partners that contribute to our business. For example, rather than simply offering our customers connectivity to public cloud environments, frequently referred to as being an “on ramp” to the cloud, we may partner with public cloud providers to address that portion of their customers’ needs that require higher density and reliability than is typically available from public cloud offerings. To facilitate these potential partnerships, we plan to expand to locations near hyperscale cloud deployments where we can provide colocation for cloud customers’ mission critical needs.

Our Technology

We design, construct and operate hyperscale data centers that address the growing challenges facing the data center industry. Key elements of our data centers include:

Modularly Optimized Design

The modular design of our data centers is enabled by our patented Switch MOD products. The Switch MOD architecture allows us to build colocation data centers of various sizes by combining multiple Switch MODs into a single structure. Combining Switch MODs allows for shared power sources and increased operational efficiency.

We can also build any of our Switch MODs in a single-user configuration. This provides an alternative to traditional colocation for customers with large, dedicated compute and data storage needs. Regardless of whether they are used for colocation or single-user purposes, we design, manufacture and operate our Switch MODs to meet our proprietary Tier 5 Platinum standard.

Power Density and Cooling Capacity

One of the most significant challenges faced by traditional colocation facilities is the need to increase their power density and cooling capacity to keep pace with the increases in IT equipment power requirements and heat exhaustion. We have developed patented technologies that have redefined data center space and cooling, allowing customers to deploy high density and scalable IT architectures to support demanding and mission critical workloads. Our data centers are designed to enable us to adapt to customers’ needs for increased power and densities without retrofitting our existing facilities.

Resiliency

Another challenge faced by all data centers is the ability to assure customers that their IT equipment remains operational despite utility power outages or other unplanned occurrences. Since the opening of our first colocation facility, we have delivered 100% uptime to our customers. To accomplish this, we have implemented a tri-redundant design, consisting of three separate power systems with no single points of failure. Additionally, each power system contains its own generators and uninterruptible power system. Effectively, one entire system can experience a failure without our customers experiencing any downtime.

Risks Affecting Us

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, results of operations

 



 

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and prospects. You should carefully consider the risks described under the heading “Risk Factors” included elsewhere in this prospectus. These risks include, among others:

 

    a slowdown in the demand for data center resources and other market and economic conditions could have a material adverse effect on us;

 

    any inability to manage our growth could disrupt our business and reduce our profitability;

 

    the data center business is capital-intensive, and our capacity to generate capital may be insufficient to meet our anticipated capital requirements and the failure to obtain the necessary capital when needed may force us to delay, limit or terminate our expansion efforts or other operations;

 

    our success depends on our ability to license the space in our existing data centers. The failure to license the space in our data centers may harm our growth prospects, future business, financial condition and results of operations;

 

    we face risks associated with having a long selling and implementation cycle for our services that requires us to make significant time and resource commitments prior to recognizing revenue for those services;

 

    we may not generate sufficient cash flow to meet our debt service and working capital requirements;

 

    increased power costs and limited availability of power resources may adversely affect our results of operations;

 

    we generate significant revenue from data centers located in one location and a significant disruption to this location could materially and adversely affect our operations;

 

    any failure in the critical systems of the data center facilities we operate or services we provide could lead to disruptions in our customers’ businesses and could harm our reputation and result in financial penalty and legal liabilities, which would reduce our revenue and have a material adverse effect on our results of operation;

 

    our principal asset after the completion of this offering will be our interest in Switch, Ltd., and, accordingly, we will depend on distributions from Switch, Ltd. to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Switch, Ltd.’s ability to make such distributions may be subject to various limitations and restrictions;

 

    the Tax Receivable Agreement with the Members requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial;

 

    our Founder, Chief Executive Officer and Chairman has control over all stockholder decisions because he controls a substantial majority of the combined voting power of our common stock. This will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval; and

 

    we have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

 



 

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Summary of the Transactions

Prior to the completion of this offering and the organizational transactions described below, Switch, Ltd. was owned entirely by the Members and operated its business through itself and various wholly owned subsidiaries. Switch, Inc. was incorporated as a Nevada corporation on June 13, 2017 to serve as the issuer of the Class A common stock offered in this offering.

In connection with the completion of this offering, we will consummate the following organizational transactions:

 

    we will amend and restate Switch, Ltd.’s existing operating agreement effective as of the completion of this offering to, among other things, (i) split the number of authorized, issued and outstanding Common Units on a         -to-         basis, (ii) convert all of the Former Incentive Unit Holders’ incentive units into Common Units, and (iii) appoint Switch, Inc. as the manager of Switch, Ltd.;

 

    we will amend and restate our articles of incorporation to, among other things, (i) provide for Class A common stock, Class B common stock and Class C common stock, (ii) issue shares of Class B common stock to the Non-Founder Members on a one-to-one basis with the number of Common Units they own, for nominal consideration and (iii) issue shares of Class C common stock to the Founder Members on a one-to-one basis with the number of Common Units they own, for nominal consideration;

 

    we will issue                 shares of our Class A common stock to the purchasers in this offering, or                 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock;

 

    we intend to use all of the net proceeds from this offering to acquire Common Units from Switch, Ltd. at a purchase price per Common Unit equal to the initial public offering price per share of Class A common stock, less underwriting discounts and commissions, collectively representing     % of Switch, Ltd.’s outstanding Common Units following this offering, or approximately     %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock;

 

    Switch, Ltd. intends to use the proceeds from the sale of Common Units to Switch, Inc. as described in “Use of Proceeds,” including for general corporate purposes and working capital;

 

    the Members will continue to own their Common Units and will have no economic interests in Switch, Inc. despite their ownership of Class B common stock or Class C common stock, where “economic interests” means the right to receive any distributions or dividends, whether cash or stock, in connection with common stock; and

 

    Switch, Inc. will enter into (i) a tax receivable agreement, or the Tax Receivable Agreement, with Switch, Ltd. and the Members and (ii) a registration rights agreement, or the Registration Rights Agreement, with the Members who, assuming that all of the Common Units of such Members are redeemed or exchanged for newly issued shares of Class A common stock on a one-to-one basis, will own                 shares of Switch, Inc.’s Class A common stock, representing approximately     % of the combined voting power of all of Switch, Inc.’s common stock, or approximately     %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock. Although the actual timing and amount of any payments that we make to the Members under the Tax Receivable Agreement will vary, we expect those payments will be significant.

 



 

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Following this offering, Common Units will be redeemable at the election of such Members for newly issued shares of Class A common stock on a one-to-one basis (and their shares of Class B common stock or Class C common stock, as the case may be, will be cancelled on a one-to-one basis upon any such issuance). We will have the option to instead make a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Common Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Switch Operating Agreement. Our decision to make a cash payment upon a Member’s election will be made by our independent directors (within the meaning of the New York Stock Exchange, or the NYSE) who are disinterested.

Our corporate structure following this offering, as described above, is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Members to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “passthrough” entity, for income tax purposes following the offering. One of these benefits is that future taxable income of Switch, Ltd. that is allocated to the Members will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. Additionally, because the Members may redeem their Common Units for shares of our Class A common stock or, at our option, for cash, the Up-C structure also provides the Members with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. See “The Transactions” and “Description of Capital Stock.”

We will receive the same benefits as the Members on account of our ownership of Common Units in an entity treated as a partnership, or “passthrough” entity, for income tax purposes. As we redeem additional Common Units from the Members under the mechanism described above, we will obtain a step-up in tax basis in our share of Switch, Ltd.’s assets. This step-up in tax basis will provide us with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to us. We expect to enter into the Tax Receivable Agreement with Switch, Ltd. and each of the Members that will provide for the payment by us to the Members of 85% of the amount of tax benefits, if any, that we actually realize (or in some cases are deemed to realize) as a result of (i) increases in tax basis resulting from the redemption of Common Units and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement.

We refer to the foregoing distribution and organizational transactions collectively as the Transactions. For more information regarding our structure after the completion of the Transactions, including this offering, see “The Transactions.”

Immediately following this offering, we will be a holding company and our principal asset will be the Common Units we purchase from Switch, Ltd. As the manager of Switch, Ltd., we will operate and control all of the business and affairs of Switch, Ltd. and, through Switch, Ltd. and its subsidiaries, conduct our business. Accordingly, although we will have a minority economic interest in Switch, Ltd., we will have the sole voting interest in, and control the management of, Switch, Ltd. As a result, we expect we will consolidate Switch, Ltd. in our consolidated financial statements and will report a non-controlling interest related to the Common Units held by the Members on our consolidated financial statements.

 



 

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See “Description of Capital Stock” for more information about our amended and restated articles of incorporation and the terms of the Class A common stock, Class B common stock and Class C common stock. See “Certain Relationships and Related Party Transactions” for more information about:

 

    the Switch Operating Agreement, including the terms of the Common Units and the redemption right of the Members;

 

    the Tax Receivable Agreement; and

 

    the Registration Rights Agreement.

 



 

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The following diagram shows our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock:

 

 

LOGO

 



 

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Corporate Information

We were incorporated as a Nevada corporation on June 13, 2017 for the purpose of issuing the Class A common stock in this offering and acquiring Common Units in Switch, Ltd. Our corporate headquarters are located at 7135 S. Decatur Boulevard, Las Vegas, NV 89118. Our telephone number is (702) 444-4111. Our principal website address is www.switch.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. These reduced reporting requirements include:

 

    an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

 

    an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding a supplement to the auditor’s report providing additional information about the audit and the financial statements;

 

    reduced disclosure about our executive compensation arrangements;

 

    an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements; and

 

    extended transition periods for complying with new or revised accounting standards.

We may take advantage of these exemptions until the last day of our fiscal year following the fifth anniversary of the completion of this offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission or we issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of certain reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 



 

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The Offering

 

Issuer

   Switch, Inc.

Shares of Class A common stock offered by us

                   shares

Underwriters’ option to purchase additional shares of Class A common stock

  


                shares

Shares of Class A common stock to be outstanding immediately after this offering

  


                shares, representing     % of the voting interest and 100% of the economic interest in us, or                  shares, representing     % of the voting interest and 100% of the economic interest in us if the underwriters exercise in full their option to purchase additional shares.

Shares of Class B common stock to be outstanding immediately after this offering

  


                shares, representing     % of the voting interest and no economic interest in us.

Shares of Class C common stock to be outstanding immediately after this offering

  


                shares, representing     % of the voting interest and no economic interest in us.

Common Units of Switch, Ltd. to be held by us immediately after this offering

  


                Common Units, representing a     % economic interest in the business of Switch, Ltd., or                 Common Units, representing a     % economic interest in the business of Switch, Ltd. if the underwriters exercise in full their option to purchase additional shares of Class A common stock.

Common Units of Switch, Ltd. to be held by the Members after this offering

  


                Common Units, representing a     % economic interest in the business of Switch, Ltd., or                 Common Units, representing a     % economic interest in the business of Switch, Ltd. if the underwriters exercise in full their option to purchase additional shares of Class A common stock.

Ratio of shares of Class A common stock to Common Units

  


Our amended and restated articles of incorporation and the Switch Operating Agreement will require that we and Switch, Ltd. at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of Common Units owned by us.

Ratio of shares of Class B common stock to Common Units

  


Our amended and restated articles of incorporation and the Switch Operating Agreement will require that we and Switch, Ltd.

 



 

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   at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Non-Founder Members and the number of Common Units owned by the Non-Founder Members.

Ratio of shares of Class C common stock to Common Units

  


Our amended and restated articles of incorporation and the Switch Operating Agreement will require that we and Switch, Ltd. at all times maintain a one-to-one ratio between the number of shares of Class C common stock owned by the Founder Members and the number of Common Units owned by the Founder Members.

Permitted holders of shares of Class B common stock

  


Only the Non-Founder Members and their permitted transferees of Common Units as described herein will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are transferable only together with an equal number of Common Units. See “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement.”

Permitted holders of shares of Class C common stock

  


Only the Founder Members and their permitted transferees of Common Units as described herein will be permitted to hold our Class C common stock. Shares of Class C common stock are transferable only together with an equal number of Common Units. See “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement” and “Description of Capital Stock—Common Stock—Class C Common Stock—Conversion.”

Voting rights

  

Each share of our Class A common stock entitles its holder to one vote per share, representing an aggregate of     % of the combined voting power of our issued and outstanding common stock upon the completion of this offering, or     % if the underwriters exercise their option to purchase additional shares in full.

 

Each share of our Class B common stock entitles its holder to one vote per share, representing an aggregate of     % of the combined voting power of our issued and outstanding common stock upon the completion of this offering, or     % if the

 



 

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underwriters exercise their option to purchase additional shares in full.

 

Each share of our Class C common stock entitles its holder to 10 votes per share, representing an aggregate of     % of the combined voting power of our issued and outstanding common stock upon the completion of this offering, or     % if the underwriters exercise their option to purchase additional shares in full. Once the Founder Members and their permitted transferees no longer beneficially own an aggregate of at least 50% of the number of shares of Class C common stock issued and outstanding as of the completion of this offering, each share of our Class C common stock will entitle its holder to one vote per share.

 

All classes of our common stock generally vote together as a single class on all matters submitted to a vote of our stockholders, except as otherwise required by law or our amended and restated articles of incorporation. Upon the completion of this offering, our Class B common stock will be held exclusively by the Non-Founder Members and our Class C common stock will be held exclusively by the Founder Members. See “Description of Capital Stock.”

Voting power of the Members after this offering

           % or         %, if the underwriters exercise in full their option to purchase additional shares.

Voting power of our executive officers, directors and persons holding more than 5% of our Class A, Class B or Class C common stock (other than any purchasers in this offering) after this offering

  




        % or         %, if the underwriters exercise in full their option to purchase additional shares.

Redemption rights of holders of Common Units

   The Members, from time to time following the completion of the offering, may require Switch, Ltd. to redeem all or a portion of their Common Units for newly issued shares of Class A common stock on a one-to-one basis or, at our option, a cash payment equal to a volume weighted average market price of one share of our Class A common stock for each Common Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Switch Operating Agreement. Our decision to make a cash payment upon a Member’s redemption election will be made by our independent directors (within

 



 

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   the meaning of the rules of the NYSE) who are disinterested. See “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement.” Shares of our Class B common stock and Class C common stock, as the case may be, will be cancelled on a one-to-one basis if we, at the election of a Member, redeem or exchange Common Units of such Member pursuant to the terms of the Switch Operating Agreement.

Use of proceeds

   We intend to use the net proceeds from this offering to purchase                 Common Units, or                 Common Units if the underwriters exercise their option in full to purchase additional shares of Class A common stock, directly from Switch, Ltd. at a price per Common Unit equal to the initial public offering price per share of Class A common stock in this offering, less the underwriting discounts and commissions. Switch, Ltd. intends to use the net proceeds from the sale of Common Units to us for general corporate purposes and working capital. We may also use a portion of the net proceeds for the repayment of debt; to make cash payments to the Members pursuant to the Tax Receivable Agreement; at our option, to make cash payments to the Members upon their election to redeem any of their Common Units; or for the acquisition of businesses or technologies that we believe are complementary to our own, although we currently have no agreements, commitments or understandings with respect to any specific acquisition.

Tax Receivable Agreement

   We will enter into a Tax Receivable Agreement with Switch, Ltd. and each of the Members that will provide for the payment by Switch, Inc. to the Members of 85% of the amount of tax benefits, if any, that Switch, Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions that are funded by Switch, Inc. or exchanges of Common Units described above under “—Redemption rights of holders of Common Units” and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement.

 



 

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Registration Rights Agreement

   Pursuant to the Registration Rights Agreement, we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A common stock that are issuable to the Members upon redemption or exchange of their Common Units. See “Certain Relationships and Related Party Transactions—The Transactions—Registration Rights Agreement.”

Risk factors

   Investing in shares of our Class A common stock involves a high degree of risk. See “Risk Factors” for a discussion of factors you should carefully consider before investing in shares of our Class A common stock.

Proposed NYSE ticker symbol

   SWCH

The shares of Class A common stock to be outstanding following this offering excludes:

 

                 shares of Class A common stock reserved for future issuance under our 2017 Incentive Award Plan, which will become effective prior to the completion of this offering; and

 

                 shares of Class A common stock that may be issuable upon exercise of the Members’ rights to redeem their Common Units, including 110,225 Common Units issuable upon the exercise of options to purchase Common Units outstanding as of June 30, 2017.

The shares of Class B common stock to be outstanding following this offering is based on                 Common Units held by the Non-Founder Members as of June 30, 2017 after taking into account the assumptions set forth below. The shares of Class C common stock to be outstanding following this offering is based on                  Common Units held by the Founder Members as of June 30, 2017 after taking into account the assumptions set forth below.

Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:

 

    gives effect to the Switch Operating Agreement, as well as the filing of our amended and restated articles of incorporation;

 

    gives effect to the Transactions;

 

    gives effect to the grant of an incentive award to our Chief Executive Officer, or the CEO Award, with a hurdle amount of $11.69 per incentive unit, that we estimate will convert into                  Common Units upon the closing of this offering, and the immediate vesting of 40% of those Common Units upon the closing of this offering. The number of Common Units subject to the CEO Award is subject to adjustment following the closing of this offering and any exercise of the underwriters’ option to purchase additional shares to a number that equals 3.0% of all outstanding shares of common stock of Switch, Inc. at that time, which is further described in note 6 of the notes to the unaudited pro forma consolidated balance sheet included in “Unaudited Pro Forma Consolidated Financial Information;”

 

    gives effect to the grant of an incentive award to our President, or the President Award, with a hurdle amount of $11.69 per incentive unit, that we estimate will convert into             Common Units upon the closing of this offering, assuming an initial public offering of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, and the immediate vesting of 40% of those Common Units upon the closing of this offering;

 



 

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    assumes the remaining 18,519,880 incentive units outstanding as of the date of the closing of this offering, with a weighted-average hurdle amount of $4.18 per incentive unit, will convert into                  Common Units, assuming an initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus; and

 

    assumes no exercise by the underwriters of their option to purchase                 additional shares of Class A common stock from us.

The number of Common Units that will be issued upon conversion of the outstanding incentive awards, other than the CEO Award, depends upon the initial public offering price in this offering and was estimated using the midpoint of the price range set forth on the cover page of this prospectus. Once the initial public offering price has been determined, you will be able to estimate the number of Common Units issuable upon conversion of the incentive units (other than the CEO Award) by calculating the difference between (i) $77,413,098 (which is the product obtained by multiplying such outstanding incentive units by the weighted average hurdle amount for such incentive units) and (ii) the product obtained by multiplying the outstanding incentive units by the initial public offering price in this offering, and then dividing that amount by 18,519,880 outstanding incentive units.

 



 

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Summary Historical and Pro Forma Consolidated Financial and Other Data

The following tables present the summary historical and other data for Switch, Ltd. and its subsidiaries and unaudited pro forma consolidated financial information for Switch, Inc. Switch, Ltd. is the predecessor of the issuer, Switch, Inc., for financial reporting purposes. The summary consolidated statements of income data for the years ended December 31, 2015 and 2016 were derived from the audited consolidated financial statements of Switch, Ltd. included elsewhere in this prospectus. The summary consolidated statements of income data for the six months ended June 30, 2016 and 2017 and the summary consolidated balance sheet data as of June 30, 2017 were derived from the unaudited consolidated interim financial statements of Switch, Ltd. included elsewhere in this prospectus. The unaudited consolidated interim financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that we consider necessary for a fair statement of the financial information set forth in those statements. The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and the results for any interim period are not necessarily indicative of the results that may be expected for a full year. The following summary consolidated financial and other data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

The summary unaudited pro forma consolidated balance sheet as of June 30, 2017 and unaudited pro forma consolidated statements of income for the year ended December 31, 2016 and the six months ended June 30, 2017 present our consolidated financial position and results of operations after giving effect to (i) the organizational transactions described under “The Transactions;” (ii) the full acceleration of vesting of incentive units (other than the CEO Award and the President Award) and the conversion of all such incentive units into Common Units; (iii) the initial vesting of the CEO Award and the President Award that will occur upon the closing of this offering and the conversion of such awards into Common Units; and (iv) this offering and the use of proceeds from this offering, as if each had been completed as of January 1, 2016 with respect to the unaudited pro forma consolidated statements of income and as of June 30, 2017 with respect to the unaudited pro forma consolidated balance sheet.

 



 

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The summary historical consolidated financial and other data of Switch, Inc. have not been presented, as Switch, Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

 

    Historical Switch, Ltd.     Pro Forma Switch, Inc.  
    Years Ended
December 31,
    Six Months Ended
June 30,
    Year Ended
December 31,
2016
    Six
Months
Ended

June 30,
2017
 
    2015     2016     2016     2017      
    (in thousands, except unit/share and per unit/share data)  
                (unaudited)     (unaudited)  

Consolidated Statements of Income Data:

           

Revenue

  $ 265,870     $ 318,352     $ 154,798     $ 181,258      

Cost of revenue

    141,060       168,844       78,360       93,831      
 

 

 

   

 

 

   

 

 

   

 

 

     

Gross profit

    124,810       149,508       76,438       87,427      
 

 

 

   

 

 

   

 

 

   

 

 

     

Selling, general and administrative expense

    45,251       71,420       34,283       39,447      

Impact fee expense

          27,018                  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

    79,559       51,070       42,155       47,980      

Other income (expense):

           

Interest expense, including amortization of debt issuance costs

    (7,682     (10,836     (4,577     (8,933    

Equity in net earnings (losses) of investments

    821       (10,138     (2,554     (734    

Loss on extinguishment of debt

    (212                 (3,565    

Gain on sale of asset

    248                        

Impairment of notes receivable

          (2,371                

Gain on lease termination

          2,801                  

Other

    738       842       190       533      
 

 

 

   

 

 

   

 

 

   

 

 

     

Total other income (expense)

    (6,087     (19,702     (6,941     (12,699    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $ 73,472     $ 31,368     $ 35,214     $ 35,281      
 

 

 

   

 

 

   

 

 

   

 

 

     

Less: net income attributable to noncontrolling interest

           
         

 

 

   

 

 

 

Net income attributable to Switch, Inc.

          $     $  
         

 

 

   

 

 

 

Net income per unit/share(1):

           

Basic

  $ 0.37     $ 0.16     $ 0.18     $ 0.18     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

  $ 0.37     $ 0.15     $ 0.17     $ 0.17     $     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average units/shares outstanding(1):

           

Basic

    196,773,458       199,047,070       199,404,623       200,247,223      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

    199,272,269       203,461,420       203,079,357       206,604,612      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)  See Notes 2 and 12 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net income per unit, and the weighted-average number of units used in the computation of the per unit amounts. See Note 4 to our unaudited pro forma consolidated statements of income included elsewhere in this prospectus for an explanation of the calculations of our pro forma basic and diluted net income per share and the weighted-average number of shares used in the computation of the per share amounts.

 



 

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     June 30, 2017  
     Actual     Pro Forma(1)      Pro
Forma As
Adjusted(2)(3)
 
    

(in thousands)

(unaudited)

 

Consolidated Balance Sheet Data:

       

Cash

   $ 49,786     $                       $                   

Working capital (deficit)

     (42,025     

Property and equipment, net

     1,036,226       

Total assets

     1,116,814       

Deferred revenue, current and noncurrent

     33,691       

Long-term debt, current and noncurrent

     825,397       

Capital lease obligations, current and noncurrent

     22,966       

Non-controlling interest

           

Total members’/stockholders’ equity

     146,766       

 

(1)  Reflects the pro forma balance sheet data for Switch, Inc. after giving effect to (i) the organizational transactions described under “The Transactions”; (ii) the full acceleration of vesting of incentive units (other than the CEO Award and the President Award) and the conversion of all such incentive units into Common Units and (iii) the initial vesting of the CEO Award and the President Award that will occur upon the closing of this offering and the conversion of such awards into Common Units.
(2)  Reflects the pro forma amounts described in Note (1) above as adjusted to reflect the sale and issuance of shares of our Class A common stock by us in this offering, at the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
(3)  Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our cash, working capital (deficit), total assets and total members’/stockholders’ equity by approximately $         million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) the amount of our cash, working capital (deficit), total assets and total members’/stockholders’ equity by approximately $         million, assuming an initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Key Metrics and Non-GAAP Financial Measures

We monitor the following unaudited key metrics and non-GAAP financial measures to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions.

 

     Years Ended
December 31,
    Six Months Ended
June 30,
 
     2015     2016     2016     2017  
     (dollars in thousands)  

Recurring revenue

   $ 258,736     $ 308,200     $ 148,456     $ 177,213  

Capital expenditures

   $ 190,113     $ 287,097     $ 101,614     $ 219,916  

Customers

     661       773       733       808  

Adjusted EBITDA

   $ 141,936     $ 153,173     $ 77,613     $ 93,881  

Adjusted EBITDA margin

     53.4     48.1     50.1     51.8

 



 

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For an explanation of our key metrics and non-GAAP financial measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics and Non-GAAP Financial Measures.”

Adjusted EBITDA

The following table sets forth reconciliations of our net income to Adjusted EBITDA for the periods presented:

 

    Years Ended
December 31,
    Six Months Ended
June 30,
 
    2015     2016     2016     2017  
    (in thousands)  

Adjusted EBITDA:

     

Net income

  $ 73,472     $ 31,368     $ 35,214     $ 35,281  

Interest expense

    7,682       10,836       4,577       8,933  

Interest income(1)

    (260     (332     46       (19

Depreciation and amortization

    55,355       66,591       31,135       41,786  

Loss on disposal of property and equipment

    1,307       1,994       399       37  

Impact fee expense

          27,018              

Equity-based compensation

    5,237       5,935       3,688       3,564  

Equity in (net earnings) losses of investments

    (821     10,138       2,554       734  

Loss on extinguishment of debt

    212                   3,565  

Gain on sale of asset

    (248                  

Gain on lease termination

          (2,801            

Impairment of notes receivable and interest receivable(2)

          2,426              
 

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

  $ 141,936     $ 153,173     $ 77,613     $ 93,881  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)  Interest income is included in the “Other” line of other income (expense) in our consolidated statements of comprehensive income.
(2)  The write-off of interest income receivable pertaining to our notes receivable with Planet3, Inc. is included in the selling, general and administrative expense line in our consolidated statements of comprehensive income.

See “Selected Historical Consolidated Financial and Other Data—Key Metrics and Non-GAAP Financial Measures” for information regarding the limitations of using Adjusted EBITDA and Adjusted EBITDA margin as financial measures.

 



 

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information included in this prospectus, including “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. We cannot assure you that any of the events discussed below will not occur. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

A slowdown in the demand for data center resources and other market and economic conditions could have a material adverse effect on us.

Adverse developments in the data center market or in the industries in which our customers operate could lead to a decrease in the demand for data center resources, which could have a material adverse effect on us. We face risks including:

 

    a decline in the technology industry, such as a decrease in the use of mobile or web-based commerce, business layoffs or downsizing, relocation of businesses, increased costs of complying with existing or new government regulations and other factors;

 

    a slowdown in the growth of the Internet generally as a medium for commerce and communication;

 

    a downturn in the market for data center space generally, which could be caused by an oversupply of or reduced demand for data center space;

 

    any transition by our customers of data center storage from third-party providers like us to customer-owned and operated facilities;

 

    the rapid development of new technologies or the adoption of new industry standards that render our or our customers’ current products and services obsolete or unmarketable and, in the case of our customers, that contribute to a downturn in their businesses, increasing the likelihood of a default under their service agreements or that they become insolvent;

 

    the migration from colocation data centers to the public cloud; and

 

    technological advancements that result in less data center space being required.

To the extent that any of these or other adverse conditions occurs, they are likely to impact market demand and pricing for our services.

Additionally, we and our customers are affected by general business and economic conditions in the United States and globally. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets and broad trends in industry and finance, all of which are beyond our control. Macroeconomic conditions that affect the economy and the economic outlook of the United States and the rest of the world could adversely affect our customers and vendors, which could adversely affect our results of operations and financial condition.

Any inability to manage our growth could disrupt our business and reduce our profitability.

We have experienced significant growth in recent years. Our revenue grew from $166.8 million in 2013 to $318.4 million in 2016. In addition, between January 1, 2013 and June 15, 2017, we grew from

 

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four data centers with 670,000 gross square feet, or GSF, of space to ten data centers with an aggregate of up to 4.0 million GSF of space, and we expect to continue to grow and expand. Our rapid growth has placed, and will continue to place, significant demands on our management and our administrative, operational and financial systems. Continued expansion increases the challenges we face in:

 

    managing a large and growing customer base;

 

    obtaining suitable land to build new data centers;

 

    establishing new operations at additional data centers and maintaining efficient use of the data center facilities we operate;

 

    expanding our service portfolio to cover a wider range of services;

 

    creating and capitalizing on economies of scale;

 

    obtaining additional capital to meet our future capital needs;

 

    recruiting, training and retaining a sufficient number of skilled technical, sales and management personnel;

 

    maintaining effective oversight over personnel and multiple data center locations;

 

    coordinating work among sites and project teams; and

 

    developing and improving our internal systems, particularly for managing our continually expanding business operations.

If we fail to manage the growth of our operations effectively, our businesses and prospects may be materially and adversely affected.

Our operating results may fluctuate.

We have experienced fluctuations in our results of operations on a quarterly and annual basis. The fluctuations in our operating results may cause the market price of our Class A common stock to be volatile. We may experience significant fluctuations in our operating results in the foreseeable future due to a variety of factors, including, but not limited to:

 

    the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction of additional data centers or the upgrade of existing data centers;

 

    demand for space, power and services at our data centers;

 

    changes in general economic conditions, such as an economic downturn, or specific market conditions in the telecommunications and internet industries, both of which may have an impact on our customer base;

 

    the duration of the sales cycle for our offerings;

 

    acquisitions or dispositions we may make;

 

    the financial condition and credit risk of our customers;

 

    the provision of customer discounts and credits;

 

    the mix of current and proposed products and offerings and the gross margins associated with our products and offerings;

 

    the timing required for new and future data centers to open or become fully utilized;

 

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    competition in the markets in which we operate;

 

    conditions related to international operations;

 

    increasing repair and maintenance expenses in connection with our data centers;

 

    lack of available capacity in our existing data centers to generate new revenue or delays in opening new or acquired data centers that delay our ability to generate new revenue in markets which have otherwise reached capacity;

 

    the timing and magnitude of other operating expenses, including taxes, expenses related to the expansion of sales, marketing, operations and acquisitions, if any, of complementary businesses and assets;

 

    the cost and availability of adequate public utilities, including power;

 

    changes in employee stock-based compensation;

 

    overall inflation;

 

    increasing interest expense due to any increases in interest rates and/or potential additional debt financings;

 

    changes in our tax planning strategies or failure to realize anticipated benefits from such strategies;

 

    changes in income tax benefit or expense; and

 

    changes in or new generally accepted accounting principles in the U.S. as periodically released by the Financial Accounting Standards Board.

Any of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenue in recent quarters, this growth rate is not necessarily indicative of future operating results. It is possible that we may not be able to generate net income on a quarterly or annual basis in the future. In addition, a relatively large portion of our expenses are fixed in the short term, particularly with respect to lease and personnel expenses, depreciation and amortization and interest expenses. Therefore, our results of operations are particularly sensitive to fluctuations in revenue. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance. In addition, our operating results in one or more future quarters may fail to meet the expectations of securities analysts or investors.

The data center business is capital-intensive, and our capacity to generate capital may be insufficient to meet our anticipated capital requirements. Failure to obtain the necessary capital when needed may force us to delay, limit or terminate our expansion efforts or other operations.

The costs of constructing, developing, operating and maintaining data centers and growing our operations are substantial. While we strive to match the growth of our facilities to the demand for services, we still must spend significant amounts before we receive any revenue. Moreover, the anticipated demand may not materialize and we could be left with over-capacity. Further, we may encounter development delays, excess development costs, or delays in developing space for our customers. Moreover, the costs of constructing, developing, operating and maintaining data centers and growing our operations may increase in the future, which may make it more difficult for us to expand our business and to operate our data centers profitably. We are required to fund the costs of constructing, developing, operating and maintaining our data centers and growing our operations with cash. We may also need to raise additional funds through equity or debt financings in the future in

 

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order to meet our operating and capital needs. Additional debt or equity financing may not be available when needed or, if available, may not be available on satisfactory terms. Our inability to generate sufficient cash from operations or to obtain additional debt or equity financing may require us to prioritize projects or curtail capital expenditures and could adversely affect our results of operations. If we cannot generate sufficient capital to meet our anticipated capital requirements, our financial condition, business expansion and future prospects could be materially and adversely affected.

If we raise additional funds through further issuances of equity or equity-linked securities, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our Class A common stock. In addition, any debt financing that we may obtain in the future could have restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Our success depends on our ability to license the space in our existing data centers. The failure to license the space in our data centers may harm our growth prospects, future business, financial condition and results of operations.

Our growth depends on our ability to successfully license the space in our existing data centers. We may not be able to attract customers for the space in our data centers for a number of reasons, including, if we:

 

    fail to provide competitive pricing terms;

 

    provide space that is deemed by existing and potential customers to be inferior to those of our competitors, based on factors, including available power, preferred design features, security considerations, location, and connectivity; or

 

    are unable to provide services that our existing and potential customers desire.

If we are unable to license available space on a timely basis or at favorable pricing terms, it could have a material adverse effect on our business, results of operations and growth prospects.

We face risks associated with having a long selling and implementation cycle for our services that requires us to make significant time and resource commitments prior to recognizing revenue for those services.

We often have a long selling cycle for our largest transactions, which can range from a few months to up to a year or more. This can require our customers and us to invest significant capital, human resources and time prior to receiving any revenue. A customer’s decision to utilize our colocation services or our other services often involves time-consuming contract negotiations and substantial due diligence on the part of the customer regarding the adequacy of our infrastructure and attractiveness of our resources and services. Furthermore, we may expend significant time and resources in pursuing a particular sale or customer, and we do not recognize revenue for our services until such time as the services are provided under the terms of the applicable contract. Our efforts in pursuing a particular sale or customer may not be successful, and we may not always have sufficient capital on hand to satisfy our working capital needs between the date on which we sign an agreement with a new customer and when we first receive revenue for services delivered to the customer. If our efforts in pursuing sales and customers are unsuccessful, or our cash on hand is insufficient to cover our working capital needs over the course of our long selling cycle, our financial condition could be negatively affected.

 

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We may not generate sufficient cash flow to meet our debt service and working capital requirements.

As of June 30, 2017, we had total indebtedness of $825.4 million under our credit facilities. Our leveraged position could have important consequences, including:

 

    impairing our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes;

 

    requiring us to dedicate a substantial portion of our operating cash flow to paying principal and interest on our indebtedness, thereby reducing the funds available for operations;

 

    limiting our ability to grow and make capital expenditures due to the financial covenants contained in our debt arrangements;

 

    impairing our ability to adjust rapidly to changing market conditions, invest in new or developing technologies, or take advantage of significant business opportunities that may arise; and

 

    making us more vulnerable if a general economic downturn occurs or if our business experiences difficulties.

Additionally, our credit facilities are secured by a first-priority security interest in substantially all of the assets of Switch, Ltd. and its wholly-owned material domestic subsidiaries. Our amended and restated credit agreement also contains a number of covenants that, among other things, restrict our ability to incur additional debt, incur additional liens or contingent liabilities, make investments in other persons or property, or sell or dispose of our assets. For more information, see “Description of Certain Indebtedness.”

We will need to successfully implement our business strategy on a timely basis to meet our debt service and working capital needs. We may not successfully implement our business strategy, and even if we do, we may not realize the anticipated results of our strategy and generate insufficient operating cash flow to meet our debt service obligations and working capital needs.

In the event our cash flow is inadequate to meet our debt service and working capital requirements, we may be required, to the extent permitted under the amended and restated credit agreement and any other credit facilities, to seek additional financing in the debt or equity markets, refinance or restructure all or a portion of our indebtedness, sell selected assets or reduce or delay planned capital or operating expenditures; however, this insufficient cash flow may make it more difficult for us to obtain financing on terms that are acceptable to us, or at all. We could also face substantial liquidity problems. If we are unable to generate sufficient cash flow or otherwise obtain funds needed to make required payments under our indebtedness, or if we breach any covenants under our indebtedness, we would be in default under its terms and the holders of such indebtedness may be able to accelerate the maturity of such indebtedness, which could cause defaults under our other indebtedness.

Increased power costs and limited availability of power resources may adversely affect our results of operations.

We are a large consumer of power and costs of power account for a significant portion of our cost of revenue. We require power supply to provide many services we offer, such as powering and cooling our customers’ servers and network equipment and operating critical data center plant and equipment infrastructure.

The amount of power required by our customers may increase as they adopt new technologies, for example, for virtualization of hardware resources. As a result, the average amount of power utilized

 

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per server is increasing, which in turn increases power consumption required to cool the data center facilities. Pursuant to our service agreements, we provide our customers with a committed level of power supply availability. Historically, our energy costs have been seasonal, with increased costs primarily in the summer months that have affected our results of operations. Additionally, we have also committed to operating our data centers with 100% clean and renewable energy. While we are currently able to obtain 100% clean and renewable energy at costs that we believe are reasonable, a significant increase in the cost of clean and renewable energy or a decrease in its availability could have materially adverse consequences including, among others, placing us at a cost disadvantage if we are forced to increase our fees for providing, or damaging our brand and reputation if we are unable to provide, 100% clean and renewable energy. Although we aim to improve the energy efficiency of the data center facilities that we operate, there can be no assurance such data center facilities will be able to deliver sufficient power to meet the growing needs of our customers. Moreover, we may not be able to address those customers’ needs with 100% clean and renewable energy. We may lose customers or our customers may reduce the services purchased from us due to increased power costs and limited availability of power resources, including clean and renewable power resources, or we may incur costs for data center space which we cannot utilize, which would reduce our revenue and have a material and adverse effect on our cost of revenue and results of operations.

We attempt to manage our power resources and limit exposure to system downtime due to power outages from the electric grid by having redundant power feeds from the grid and by using backup generators and battery power. However, these protections may not limit our exposure to power shortages or outages entirely. Any system downtime resulting from insufficient power resources or power outages could damage our reputation and lead us to lose current and potential customers, which would harm our financial condition and results of operations.

We generate significant revenue from data centers located in one location and a significant disruption to this location could materially and adversely affect our operations.

We generate significant revenue from data centers located in Las Vegas and a significant disruption to this location could materially and adversely affect our operations. The Pyramid Campus in Grand Rapids and The Citadel Campus near Reno opened in June 2016 and November 2016, respectively. As both locations are in the first phase of development and will require additional capital investment to reach full “build out,” the revenue contribution from these locations is relatively small in comparison to The Core Campus in Las Vegas. Our data centers located in Las Vegas comprised 95.8% of our revenue during the six months ended June 30, 2017 and comprised 99.4% of our revenue during the year ended December 31, 2016. The occurrence of a catastrophic event, or a prolonged disruption in this region could materially and adversely affect our operations.

Any failure in the critical systems of the data center facilities we operate or services we provide could lead to disruptions in our customers’ businesses and could harm our reputation and result in financial penalty and legal liabilities, which would reduce our revenue and have a material adverse effect on our results of operation.

The critical systems of the data center facilities we operate and the services we provide are subject to failure. Any failure in the critical systems of any data center facility we operate or services that we provide, including a breakdown in critical plant, equipment or services, such as the cooling equipment, generators, backup batteries, routers, switches, or other equipment, power supplies, or network connectivity, whether or not within our control, could result in service interruptions and data losses for our customers as well as equipment damage, which could significantly disrupt the normal business operations of our customers and harm our reputation and reduce our revenue. Any failure or downtime in one of the data center facilities that we operate could affect many of our customers. The total destruction or severe impairment of any of the data center facilities we operate could result in

 

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significant downtime of our services and loss of customer data. Since our ability to attract and retain customers depends on our ability to provide highly reliable service, even minor interruptions in our service could harm our reputation and cause us to incur financial penalties. The services we provide are subject to failures resulting from numerous factors, including:

 

    power loss;

 

    equipment failure;

 

    human error or accidents;

 

    theft, sabotage and vandalism;

 

    failure by us or our suppliers to provide adequate service or maintenance to our equipment;

 

    network connectivity downtime and fiber cuts;

 

    security breaches to our infrastructure;

 

    improper building maintenance by us;

 

    physical, electronic and cyber security breaches;

 

    fire, earthquake, hurricane, tornado, flood and other natural disasters;

 

    extreme temperatures;

 

    water damage;

 

    public health emergencies; and

 

    terrorism.

We provide service level commitments to our customers. As a result, service interruptions or equipment damage in our data centers could result in credits to these customers. We cannot assure you that our customers will accept these credits as compensation. Service interruptions and equipment failures may also damage our brand image and reputation. Significant or frequent service interruptions could reduce the confidence of our customers and cause our customers to terminate or not renew their licenses. In addition, we may be unable to attract new customers if we have a reputation for significant or frequent service disruptions in our data centers.

Moreover, service interruptions and equipment failures may expose us to legal liability. As our services are critical to many of our customers’ business operations, any disruption in our services could result in lost profits or other indirect or consequential damages to our customers. Although our customer contracts typically contain provisions attempting to limit our liability for breach of the agreement, including failing to meet our service level commitments, there can be no assurance that a court would enforce any contractual limitations on our liability in the event that one of our customers brings a lawsuit against us as the result of a service interruption that they may ascribe to us. The outcome of any such lawsuit would depend on the specific facts of the case and any legal and policy considerations that we may not be able to mitigate. In such cases, we could be liable for substantial damage awards.

Delays in the expansion of existing data centers or the construction of new data centers could involve significant risks to our business.

In order to meet customer demand and the continued growth of our business, we need to expand existing data centers or obtain suitable land to build new data centers. Expansion of existing data centers and construction of new data centers are currently underway or being contemplated and such expansion and construction requires us to carefully select and rely on the experience of one or more

 

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designers, general contractors, and subcontractors during the design and construction process. If a designer or contractor experiences financial or other problems during the design or construction process, we could experience significant delays and incur increased costs to complete the projects, resulting in negative impacts on our results of operations.

In addition, we need to work closely with the local power suppliers, and sometimes local governments, where our proposed data centers are located. Delays in actions that require the assistance of such third parties, or delays in receiving required permits and approvals from such parties, may also affect the speed with which we complete data center projects or result in their not being completed at all. We have experienced such delays in receiving approvals and permits or in actions to be taken by third parties in the past and may experience them again in the future.

If we experience significant delays in the supply of power required to support the data center expansion or new construction, either during the design or construction phases, the progress of the data center expansion and construction could deviate from our original plans, which could cause material and negative effects to our revenue growth, profitability and results of operations.

We are continuing to invest in our expansion efforts but may not have sufficient customer demand in the future to realize expected returns on these investments.

We expect to continue to expand our data center footprint. In connection with our expansion plans, we may be required to commit significant operational and financial resources, but there can be no guarantee we will have sufficient customer demand in those markets to support these centers once they are built. This risk may be greater in a market where we have not operated previously. Once development of a data center facility is complete, we incur certain operating expenses even if there are no customers occupying any space. Consequently, if any of our properties have significant vacancies for an extended period of time, our results of operations and business and financial condition will be affected adversely, the impact of which could be material. In addition, unanticipated technological changes could affect customer requirements for data centers, and we may not have built such requirements into our new data centers. If any of these developments or contingencies were to occur, it could make it difficult for us to realize expected or reasonable returns on our investments.

If we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain methodologies, practices, tools, technologies and technical expertise we utilize in designing, developing, implementing and maintaining applications and processes used in providing our services. We rely on a combination of patent, trademark, trade secrets and other intellectual property laws, non-disclosure agreements with our employees, consultants, customers and other relevant persons and other measures to protect our intellectual property, including our brand identity. However, the steps we take to protect our intellectual property may be inadequate, and we may choose not to pursue or maintain protection for our intellectual property in the United States or foreign jurisdictions. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create technology that competes with ours. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our technologies and proprietary information may increase. Accordingly, despite our efforts, we may be

 

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unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.

We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although we enter into non-disclosure and invention assignment agreements with our employees, enter into non-disclosure agreements with our customers, consultants and other parties with whom we have strategic relationships and business alliances and enter into intellectual property assignment agreements with our consultants and vendors, no assurance can be given that these agreements will be effective in controlling access to and distribution of our technology and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products.

To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology, as well as any costly litigation or diversion of our management’s attention and resources, could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations.

We may in the future be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.

We may from time to time face allegations that we have infringed the patents, copyrights, trademarks and other intellectual property rights of third parties, including from our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require us to stop using certain technologies or offering certain services or may result in significant damage awards or settlement costs.

Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could divert the time and resources of our management team and harm our business, our operating results and our reputation.

We rely on the proper and efficient functioning of computer and data-processing systems, and a large-scale malfunction could have a material adverse effect on us.

Our ability to keep our data centers operating depends on the proper and efficient functioning of computer and data-processing systems. Since computer and data-processing systems are susceptible to malfunctions and interruptions, including those due to equipment damage, power outages, computer viruses and a range of other hardware, software and network problems, we cannot guarantee that our data centers will not experience such malfunctions or interruptions in the future. Additionally, expansions and developments in the products and services that we offer could increasingly add a measure of complexity that may overburden our data center and network resources and human capital, making service interruptions and failures more likely. A significant or large-scale malfunction or interruption of one or more of any of our data centers’ computer or data-processing systems could adversely affect our ability to keep such data centers running efficiently. If a malfunction results in a wider or sustained disruption to business at a property, it could have a material adverse effect on us.

 

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We may be vulnerable to security breaches which could disrupt our operations and have a material adverse effect on our financial condition and results of operations.

We provide the infrastructure and physical security for our customers’ IT equipment, which often contains highly confidential and mission critical data. A party who is able to compromise the physical security measures protecting our data center facilities could misappropriate our or our customers’ proprietary information or cause interruptions or malfunctions in our operations. As we provide assurances to our customers that we provide the highest level of security, such a compromise could be particularly harmful to our brand and reputation. We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by breaches in security. As techniques used to breach security change frequently and are often not recognized until launched against a target, we may not be able to implement new security measures in a timely manner or, if and when implemented, we may not be certain whether these measures could be circumvented. Any breaches that may occur could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial condition and results of operations.

In addition, any assertions of alleged security breaches or systems failure made against us, whether true or not, could harm our reputation, cause us to incur substantial legal fees and have a material adverse effect on our business, reputation, financial condition and results of operations. Whether or not any such assertion actually proceeds to litigation, we may be required to devote significant management time and attention to its resolution (through litigation, settlement or otherwise), which would detract from our management’s ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant. In addition, any such resolution could involve our agreement with terms that restrict the operation of our business.

A significant portion of our revenue is highly dependent on a limited number of customers, and the loss of, or any significant decrease in business from, these customers could adversely affect our financial condition and results of operations.

Our top 10 customers accounted for approximately 38.4% and 38.1% of our revenue for the year ended December 31, 2016 and the six months ended June 30, 2017, respectively.

There are a number of factors that could cause us to lose customers. Because many of our contracts involve services that are mission-critical to our customers, any failure by us to meet a customer’s expectations could result in cancellation or non-renewal of the contract. Our service agreements usually allow our customers to terminate their agreements with us before the end of the contract period under certain specified circumstances, including our failure to deliver services as required under such agreements, and in some cases without cause as long as sufficient notice is given. In addition, our customers may decide to reduce spending on our services or demand price reductions due to a challenging economic environment or other factors, both internal and external, relating to their business such as corporate restructuring or changing their outsourcing strategy by moving more facilities in-house or outsourcing to other service providers. In addition, our reliance on any individual customer for a significant portion of our revenue may give that customer a degree of pricing leverage against us when negotiating contracts and terms of services with us.

The loss of any of our major customers, or a significant decrease in the extent of the services that they outsource to us or the price at which we sell our services to them, could materially and adversely affect our financial condition and results of operations.

Our customer contract commitments are subject to reduction and potential cancellation.

Some of our customer contracts allow for early termination, subject to payment of specified costs and penalties, which may be less than the revenue we would expect to receive under such contracts.

 

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Our customer contract commitments could significantly decrease if any of the customer contracts are terminated either pursuant to, or in violation of, the terms of such contract. In addition, our customer contract commitments during a particular future period may be reduced for reasons outside of our customers’ control, such as general current economic conditions. If our customer contract commitments are significantly reduced, our results of operations and the price of our Class A common stock could be materially and adversely affected.

Even if our current and future customers have entered into a binding contract with us, they may choose to terminate such contract prior to the expiration of its terms. Any penalty for early termination may not adequately compensate us for the time and resources we have expended in connection with such contract, or at all, which could have a material adverse effect on our results of operations and cash flows.

Our customer base may decline if our customers or potential customers develop their own data centers or expand their own existing data centers.

Some of our customers have in the past, and may in the future, develop their own data center facilities. Other customers with their own existing data centers may choose to expand their data center operations in the future. One of our business strategies is to sell or lease our single–user MOD line. In the event that any of our key customers were to develop or expand their own data centers, we may lose business, fail to execute on our strategy of our single-user MOD line or face pressure as to the pricing of our services. In addition, if we fail to offer services that are cost-competitive and operationally advantageous as compared with services provided in-house by our customers, we may lose customers or fail to attract new customers. If we lose a customer, there is no assurance that we would be able to replace that customer at the same or a higher rate, or at all, and our business and results of operations would suffer.

Our churn rate may increase or we may be unable to achieve high contract renewal rates.

We seek to renew customer contracts when those contracts are due for renewal. We endeavor to provide high levels of customer service, support, and satisfaction to maintain long-term customer relationships and to secure high rates of contract renewals for our services. Nevertheless, we cannot assure you that we will be able to renew service contracts with our existing customers or re-commit space relating to expired service contracts to new customers if our current customers do not renew their contracts. In the event of a customer’s termination or non-renewal of expired contracts, our ability to enter into services contracts so that new or other existing customers utilize the expired existing space in a timely manner will impact our results of operations.

If we do not succeed in attracting new customers for our services and growing revenue from existing customers, we may not achieve our anticipated revenue growth.

Our ability to attract new customers, as well as our ability to grow revenue from our existing customers, depends on a number of factors, including our ability to offer high quality services at competitive prices, the strength of our competitors and the capabilities of our marketing and sales teams to attract new customers. If we fail to attract new customers or grow revenue from existing customers, we may not be able to grow our revenue as quickly as we anticipate or at all.

The migration from colocation data centers to the public cloud may have a material adverse effect on our results of operations.

Although the demand for public cloud solutions is growing rapidly, we anticipate that there will continue to be a strong demand for colocation data centers. If our assumptions prove to be incorrect, the migration from colocation data centers to the cloud could harm our financial condition and results of operations.

 

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Unanticipated changes in the tax rates and policies of the states in which we operate could materially and adversely affect our results of operations.

We strategically choose the locations of our U.S. campuses. One of the factors we consider is the favorable tax rates and policies that provide zero or low-tax environments for our customers to deploy computing infrastructure. If the tax rates and policies of the states in which our data centers are located increase and our customers are exposed to higher taxes, our data centers may become less attractive to certain of our existing and potential customers, which could materially and adversely affect our results of operations.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could seriously harm our business.

We depend to a significant degree on the continuous service and performance of Rob Roy, our Founder, Chairman and Chief Executive Officer, and our experienced senior management team and other key personnel. Mr. Roy, our senior management team and other key personnel may resign or could be terminated for any reason at any time. Mr. Roy has been responsible for our company’s strategic vision and the development of our technology and business, and so if he should stop working for us for any reason, it is unlikely that we would be able to immediately find a suitable replacement. The loss of our senior management team or key personnel could disrupt our business operations and create uncertainty as we search for and integrate a replacement. If any member of our senior management leaves us to join a competitor or to form a competing company, any resulting loss of existing or potential clients to any such competitor could have a material adverse effect on our business, financial condition and results of operations. In addition, we do not maintain key man life insurance for any of the senior members of our management team or our key personnel.

Future consolidation and competition in our customers’ industries could reduce the number of our existing and potential customers and make us dependent on a more limited number of customers.

Mergers or consolidations in our customers’ industries in the future could reduce the number of our existing and potential customers and make us dependent on a more limited number of customers. If our customers merge with or are acquired by other entities that are not our customers, they may discontinue or reduce the use of our data centers in the future. Additionally, some of our customers may compete with one another in various aspects of their businesses, which places additional competitive pressures on our customers. Any of these developments could have a material adverse effect on us.

We may not be able to compete effectively against our current and future competitors.

We offer a broad range of data center services and, as a result, we may compete with a wide range of data center service providers for some or all of the services we offer. We face competition from numerous developers, owners and operators in the data center industry, including managed service providers and REITs, some of which own or lease properties similar to ours, or may do so in the future, in the same submarkets in which our properties are located. In particular cloud offerings may influence our customers to move workloads to cloud providers, which may reduce the services they obtain from us. Our current and future competitors may vary by size and service offerings and geographic presence. In addition, many data center companies are consolidating to create new companies with greater market power.

Competition is primarily centered on reputation and track record, quality and availability of data center space, quality of service, technical expertise, security, reliability, functionality, breadth and depth

 

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of services offered, geographic coverage, scale, financial strength and price. Some of our current and future competitors may have greater brand recognition, longer operating histories, stronger marketing, technical and financial resources and access to greater and less expensive power than we do. In addition, many companies in the industry are consolidating, which could further increase the market power of our competitors. As a result, some of our competitors may be able to:

 

    offer space at pricing below current market rates or below the pricing we currently charge our customers;

 

    bundle colocation services with other services or equipment they provide at reduced prices;

 

    develop superior products or services, gain greater market acceptance, and expand their service offerings more efficiently or rapidly;

 

    adapt to new or emerging technologies and changes in customer requirements more quickly;

 

    take advantage of acquisition and other opportunities more readily; and

 

    adopt more aggressive pricing policies and devote greater resources to the promotion, marketing and sales of their services.

We operate in a competitive market, and we face pricing pressure for our services. Prices for our services are affected by a variety of factors, including supply and demand conditions and pricing pressures from our competitors. We may be required to lower our prices to remain competitive, which may decrease our margins and adversely affect our business prospects, financial condition and results of operations.

We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.

We derive some revenue from contracts with the U.S., state and local governments. Some of these customers may terminate all or part of their contracts at any time, without cause. There is increased pressure for governments and their agencies to reduce spending. Some of our contracts at the state and local levels are subject to government funding authorizations.

Additionally, government contracts are generally subject to audits and investigations which could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

If we are unable to adapt to evolving technologies and customer demands in a timely and cost-effective manner, our ability to sustain and grow our business may suffer.

The markets for the data centers we own and operate, as well as certain of the industries in which our customers operate, are characterized by rapidly changing technology, evolving industry standards, frequent new service introductions, shifting distribution channels and changing customer demands. As a result, the infrastructure at our data centers may become less marketable due to demand for new processes and technologies, including, without limitation: (i) new processes to deliver power to, or eliminate heat from, computer systems; (ii) customer demand for additional redundancy capacity; (iii) new technology that permits higher levels of critical load and heat removal than our data centers are currently designed to provide; and (iv) an inability of the power supply to support new, updated or upgraded technology. In addition, the systems that connect our data centers to the Internet and other external networks may become insufficient, including with respect to latency, reliability and diversity of connectivity. We may not be able to adapt to changing technologies or meet customer demands for new processes or technologies in a timely and cost-effective manner, if at all, which would adversely impact our ability to sustain and grow our business.

 

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In addition, new technologies have the potential to replace or provide lower cost alternatives to our services. The adoption of such new technologies could render some or all of our services obsolete or unmarketable. We cannot guarantee that we will be able to identify the emergence of all of these new service alternatives successfully, modify our services accordingly, or develop and bring new services to market in a timely and cost-effective manner to address these changes. If and when we do identify the emergence of new service alternatives and introduce new services to market, those new services may need to be made available at lower profit margins than our then-current services. Failure to provide services to compete with new technologies or the obsolescence of our services could lead us to lose current and potential customers or could cause us to incur substantial costs, which would harm our operating results and financial condition. Our introduction of new alternative services that have lower price points than our current offerings may also result in our existing customers switching to the lower cost products, which could reduce our revenue and have a material adverse effect on our results of operation.

Potential future regulations that apply to industries we serve may require customers in those industries to seek specific requirements from their data centers that we are unable to provide. These may include physical security requirements applicable to the defense industry and government contractors and privacy and security regulations applicable to the financial services and health care industries. If such regulations were adopted or such extra requirements demanded by certain customers, we could lose some customers or be unable to attract new customers in certain industries, which would have materially and adverse effect our operations.

We depend on third parties to provide Internet, telecommunication and fiber optic network connectivity to the customers in our data centers, and any delays or disruptions in service could have a material adverse effect on us.

Our products and infrastructure rely on third-party service providers. In particular, we depend on third parties to provide Internet, telecommunication and fiber optic network connectivity to the customers in our data centers, and we have no control over the reliability of the services provided by these suppliers. Our customers may in the future experience difficulties due to service failures unrelated to our systems and services. Any Internet, telecommunication or fiber optic network failures may result in significant loss of connectivity to our data centers, which could reduce the confidence of our customers and could consequently impair our ability to retain existing customers or attract new customers and could have a material adverse effect on us.

Similarly, we depend upon the presence of Internet, telecommunications and fiber optic networks serving the locations of our data centers in order to attract and retain customers. The construction required to connect multiple carrier facilities to our data centers is complex, requiring a sophisticated redundant fiber network, and involves matters outside of our control, including regulatory requirements and the availability of construction resources. Each new data center that we develop requires significant amounts of capital for the construction and operation of a sophisticated redundant fiber network. We believe that the availability of carrier capacity affects our business and future growth. We cannot assure you that any carrier will elect to offer its services within our data centers or that once a carrier has decided to provide connectivity to our data centers that it will continue to do so for any period of time. Furthermore, some carriers are experiencing business difficulties or have announced consolidations or mergers. As a result, some carriers may be forced to downsize or terminate connectivity within our data centers, which could adversely affect our customers and could have a material adverse effect on us.

 

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The occurrence of a catastrophic event or a prolonged disruption may exceed our insurance coverage by significant amounts.

Our operations are subject to hazards and risks normally associated with the daily operations of our data center facilities. Currently, we maintain various insurance policies for business interruption for lost profits, property and casualty, public liability, commercial employee insurance, worker’s compensation, personal property and auto liability. Our business interruption insurance for lost profits includes coverage for business interruptions, our property and casualty insurance includes coverage for equipment breakdowns and our commercial employee insurance includes employee group insurance. We are self-insured for medical insurance. We believe our insurance coverage adequately covers the risks of our daily business operations. However, our current insurance policies may be insufficient in the event of a prolonged or catastrophic event. The occurrence of any such event that is not entirely covered by our insurance policies may result in interruption of our operations and subject us to significant losses or liabilities and damage our reputation as a provider of business continuity services. In addition, any losses or liabilities that are not covered by our current insurance policies may have a material adverse effect on our business, financial condition and results of operations.

Environmental problems are possible and can be costly.

Environmental liabilities could arise on the land that we own and have a material adverse effect on our financial condition and performance. Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the property. In addition, we could incur costs to comply with such laws and regulations, the violation of which could lead to substantial fines and penalties.

We may have to pay governmental entities or third parties for property damage and for investigation and remediation costs that they incurred in connection with any contamination at our current and former properties without regard to whether we knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by these environmental laws may be held responsible for all of the clean-up costs incurred.

Some of the properties may contain asbestos-containing building materials. Environmental laws require that asbestos-containing building materials be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements.

Our leases for self-developed data centers could be terminated early and we may not be able to renew our existing leases and agreements on commercially acceptable terms or our rent or payment under the agreements could increase substantially in the future, which could materially and adversely affect our operations.

Two of our facilities and one of our facilities under development are located on properties for which we have long term operating and capital leases. We also lease the building shell for one of these facilities. Such leases generally have remaining terms of 15 to 49 years. In some instances, we may elect to exercise an option to purchase the leased premises and facilities, or in other instances, elect to extend the term of certain leases, in each case, according to the terms and conditions under the relevant lease agreements. However, upon the expiration of such leases (including any extension terms), we may not be able to renew these leases on commercially reasonable terms, if at all. Even though the lessors for most of our data centers generally do not have the right of unilateral early termination unless they provide the required notice and opportunity to cure (as applicable), the lease may nonetheless be terminated early if we are in material breach of the lease agreements.

 

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We may assert claims for compensation against the landlords if they elect to terminate a lease agreement early and without due cause. If the leases for our data centers were terminated early prior to their expiration date, notwithstanding any compensation we may receive for early termination of such leases, or if we are not able to renew such leases, we may have to incur significant cost related to relocation. Our leased facilities are located in properties that are subject to master ground leases. If the landlords under such master ground leases elect to terminate the respective master leases in case of default or breach by the master lessees thereunder or otherwise pursuant to the terms and conditions of the relevant master lease, we may not be able to protect our leasehold interest, and may be ordered to vacate the affected premises. Any relocation could also affect our ability to provide continuous uninterrupted services to our customers and harm our reputation. As a result, our business and results of operations could be materially and adversely affected.

Any difficulties in identifying and consummating future acquisitions, alliances or joint ventures may expose us to potential risks and have an adverse effect on our business, results of operations or financial condition.

We may seek to make strategic acquisitions and enter into alliances and joint ventures to further expand our business. If we are presented with appropriate opportunities, we may acquire additional businesses, services, resources, or assets, including data centers that are complementary to our primary business. Our integration of the acquired entities or assets into our business may not be successful and may not enable us to expand into new services, customer segments or operating locations as well as we expect. This would significantly affect the expected benefits of these acquisitions. Moreover, the integration of any acquired entities or assets into our operations could require significant attention from our management. The diversion of our management’s attention and any difficulties encountered in any integration process could have an adverse effect on our ability to manage our business. In addition, we may face challenges trying to integrate new operations, services and personnel with our existing operations. Our possible future acquisitions may also expose us to other potential risks, including risks associated with unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, our inability to generate sufficient revenue to offset the costs, expenses of acquisitions and potential loss of, or harm to, relationships with employees and customers as a result of our integration of new businesses. The occurrence of any of these events could have a material and adverse effect on our ability to manage our business, our financial condition and our results of operations.

If our or our customers’ proprietary intellectual property or confidential information is misappropriated or disclosed by us or our employees in violation of applicable laws and contractual agreements, we could be exposed to protracted and costly legal proceedings, lose clients and our business could be seriously harmed.

There could be unauthorized disclosure or use of our technical knowledge, practices or procedures by our employees. We have entered into confidentiality agreements with our employees which contain nondisclosure covenants that survive indefinitely as to our trade secrets. Pursuant to these confidentiality agreements, our employees are required to assign any of their inventions that are developed or reduced to practice during their employment with us that pertain to any of our lines of business activity, that are aided by the use of our time, materials or facilities, or that relate to any of their work with us. However, we may not be able to enforce the confidentiality agreements we have with our personnel.

Additionally, we and our employees are in some cases provided with access to our customers’ proprietary intellectual property and confidential information, including technology, software products, business policies and plans, trade secrets and personal data. Many of our customer contracts require that we do not engage in the unauthorized use or disclosure of such intellectual property or information

 

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and that we will be required to indemnify our customers for any loss they may suffer as a result. We use security technologies and other methods to prevent employees from making unauthorized copies, or engaging in unauthorized use or unauthorized disclosure, of such intellectual property and confidential information. The confidentiality agreements we enter into with our employees limit access to and distribution of our customers’ intellectual property and other confidential information as well as our own. However, the steps taken by us in this regard may not be adequate to safeguard our and our customers’ intellectual property and confidential information. Moreover, some of our customer contracts do not include any limitation on our liability with respect to breaches of our obligation to keep the intellectual property or confidential information we receive from them confidential. In addition, we may not always be aware of intellectual property registrations or applications relating to source codes, software products or other intellectual property belonging to our customers. As a result, if our customers’ proprietary rights are misappropriated by us or our employees, our customers may consider us liable for such act and seek damages and compensation from us.

Assertions of infringement of intellectual property or misappropriation of confidential information against us, if successful, could have a material adverse effect on our business, financial condition and results of operations. Protracted litigation could also result in existing or potential customers deferring or limiting their purchase or use of our services until resolution of such litigation. Even if such assertions against us are unsuccessful, they may cause us to lose existing and future business and incur reputational harm and substantial legal fees.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe our success depends on the efforts and talent of our employees, including data center design, construction management, operations, engineering, IT, risk management, and sales and marketing personnel. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

In addition, we invest significant time and expenses in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve our customers could diminish, resulting in a material adverse effect to our business.

We have entered, and expect to continue to enter, into joint venture, strategic collaborations and other similar arrangements, and these activities involve risks and uncertainties. A failure of any such relationship could have a material adverse effect on our business and results of operations.

We have entered, and expect to continue to enter, into joint venture, teaming strategic collaborations and other similar arrangements. These activities involve risks and uncertainties, including the risk of the joint venture or applicable entity failing to satisfy its obligations, which may result in certain liabilities to us for guarantees and other commitments, the challenges in achieving strategic objectives and expected benefits of the business arrangement, the risk of conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements. A failure of our business relationships could have a material adverse effect on our business and results of operations.

 

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The uncertain economic environment may have an adverse impact on our business and financial condition.

The uncertain economic environment could have an adverse effect on our liquidity. While we believe we have a strong customer base, if the current market conditions were to worsen, some of our customers may have difficulty paying us and we may experience increased churn in our customer base and reductions in their commitments to us. We may also be required to make allowances for doubtful accounts and our results would be negatively impacted. Our sales cycle could also be lengthened if customers reduce spending on, or delay decision-making with respect to, our services, which could adversely affect our revenue growth and our ability to recognize revenue. We could also experience pricing pressure as a result of economic conditions if our competitors lower prices and attempt to lure away our customers with lower cost solutions. Finally, our ability to access the capital markets may be severely restricted at a time when we would like, or need, to do so, which could have an impact on our flexibility to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future.

Our international operations through our joint venture may expose us to certain operating, legal and other risks, which could adversely impact our business, results of operations and financial condition.

Our joint venture’s international operations may expose us to risks that we have not generally faced in the United States. These risks include:

 

    challenges caused by distance, language, cultural and ethical differences and the competitive environment;

 

    heightened risks of unethical, unfair or corrupt business practices, actual or claimed, in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, and irregularities in, financial statements;

 

    foreign exchange restrictions and fluctuations in currency exchange rates;

 

    application of multiple and conflicting laws and regulations, including complications due to unexpected changes in foreign laws and regulatory requirements;

 

    new and different sources of competition;

 

    potentially different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;

 

    management communication and integration problems resulting from cultural differences and geographic dispersion;

 

    potentially adverse tax consequences, including multiple and possibly overlapping tax structures, the complexities of foreign value-added tax systems, restrictions on the repatriation of earnings and changes in tax rates;

 

    greater difficulty in enforcing contracts, accounts receivable collection and longer collection periods;

 

    the uncertainty and limitation of protection for intellectual property rights in some countries;

 

    increased financial accounting and reporting burdens and complexities;

 

    lack of familiarity with local laws, customs and practices, and laws and business practices favoring local competitors or partners; and

 

    political, social and economic instability abroad, terrorist attacks and security concerns in general.

 

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The occurrence of any one of these risks could harm our international business and, consequently, our results of operations. Additionally, operating in international markets requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required to operate in other countries will produce desired levels of revenue or profitability.

In addition, our agreement with our international joint venture partner limits our ability to engage in activities or transactions outside of the United States. Although we expressly retain the right to construct and license third parties to construct single client data centers outside of the United States, we are required to grant our joint venture the reasonable opportunity to interact and reach an agreement with such customer to develop a colocation facility prior to concluding our agreement with such third party. Furthermore, in the event any such single user data center outside the United Stated using our technology is made available to third parties as colocation space, such data center will be deemed a facility subject to our license agreement. We would then be required to make appropriate arrangements to acknowledge SUPERNAP International, S.A.’s license rights in, and to, the technology for the multitenant data center. These limitations may prevent us from pursuing otherwise attractive and potentially lucrative international expansion opportunities.

Future legislation and regulation, both domestic and abroad, governing the internet and other related communications services could have an adverse effect on our business operations.

Various laws and governmental regulations, both in the United States and abroad, governing internet related services, related communications services and information technologies remain largely unsettled, even in areas where there has been some legislative action. There may also be forthcoming regulation in the United States in the areas of cybersecurity, data privacy and data security, any of which could impact us and our customers. Similarly, data privacy regulations outside of the United States continue to evolve. Future legislation could impose additional costs on our business or require us to make changes in our operations which could adversely affect our operations.

Our properties may not be suitable for use other than as data centers, which could make it difficult to sell or reposition them if we are not able to lease available space and could materially adversely affect our business, results of operations and financial condition.

Our data centers are designed primarily to house and run IT equipment and, therefore, contain extensive electrical and mechanical systems and infrastructure. As a result, they may not be suited for use as anything other than as data centers and major renovations and expenditures would be required in order for us to re-lease vacant space for more traditional uses, or for us to sell a property to a buyer for use other than as a data center.

Risks Related to Our Organizational Structure

Our principal asset after the completion of this offering will be our interest in Switch, Ltd., and, accordingly, we will depend on distributions from Switch, Ltd. to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Switch, Ltd.’s ability to make such distributions may be subject to various limitations and restrictions.

Upon the completion of this offering, we will be a holding company and will have no material assets other than our ownership of Common Units of Switch, Ltd. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Switch, Ltd. and its subsidiaries and distributions we receive from Switch, Ltd. There can be no assurance that our subsidiaries will generate sufficient cash flow to distribute funds to us or

 

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that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such distributions.

Switch, Ltd. will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Common Units, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Switch, Ltd. Under the terms of the Switch Operating Agreement, Switch, Ltd. will be obligated to make tax distributions to holders of Common Units, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreement, which we expect could be significant. See “Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement.” We intend, as its manager, to cause Switch, Ltd. to make cash distributions to the owners of Common Units in an amount sufficient to (i) fund their tax obligations in respect of taxable income allocated to them and (ii) cover our operating expenses, including payments under the Tax Receivable Agreement. However, Switch, Ltd.’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Switch, Ltd. is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Switch, Ltd. insolvent. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement” and “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement—Distributions.” In addition, if Switch, Ltd. does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See “—Risks Related to This Offering and Ownership of Our Class A Common Stock” and “Dividend Policy.”

The Tax Receivable Agreement with the Members requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.

Upon the closing of this offering, we will be a party to the Tax Receivable Agreement with Switch, Ltd. and the Members. Under the Tax Receivable Agreement, we will be required to make cash payments to the Members equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) the increases in the tax basis of assets of Switch, Ltd. resulting from any redemptions or exchanges of Common Units from the Members as described under “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement—Common Unit Redemption Right” and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. Although the actual timing and amount of any payments that we make to the Members under the Tax Receivable Agreement will vary, we expect those payments will be significant. Any payments made by us to the Members under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement. For more information, see “Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement.” Payments under the Tax Receivable Agreement are not conditioned on any Member’s continued ownership of Common Units or our Class A common stock after this offering.

 

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The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of redemptions or exchanges by the holders of Common Units, the amount of gain recognized by such holders of Common Units, the amount and timing of the taxable income we generate in the future, and the federal tax rates then applicable.

Our Founder, Chief Executive Officer and Chairman has control over all stockholder decisions because he controls a substantial majority of the combined voting power of our common stock. This will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval.

Rob Roy, our Founder, Chief Executive Officer and Chairman, and an affiliated entity of Mr. Roy will collectively control approximately     % of the combined voting power of our common stock (or     % if the underwriters exercise their option to purchase additional shares in full) after the completion of this offering and the application of the net proceeds from this offering as a result of his ownership of our Class C common stock, each share of which is entitled to 10 votes on all matters submitted to a vote of our stockholders.

As a result, Mr. Roy will have the ability to substantially control us, including the ability to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our articles of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. This concentration of ownership and voting power may also delay, defer or even prevent an acquisition by a third party or other change of control of us and may make some transactions more difficult or impossible without his support, even if such events are in the best interests of minority stockholders. This concentration of voting power with Mr. Roy may have a negative impact on the price of our Class A common stock. In addition, because shares of our Class C common stock have 10 votes per share on matters submitted to a vote of our stockholders, Mr. Roy will be able to control our company as long as he beneficially owns at least 50% of the Class C common stock that he beneficially owns as of the completion of this offering, or                  shares of Class C common stock.

As our Chief Executive Officer, Mr. Roy has control over our day-to-day management and the implementation of major strategic investments of our company, subject to authorization and oversight by our board of directors. As a board member and officer, Mr. Roy owes fiduciary duties to the Company, including those of care and loyalty, and must act in good faith and with a view to the interests of the corporation. However, Nevada law provides that a director or officer shall not be personally liable to the Company for a breach of fiduciary duty except for an act or omission constituting a breach and which involves intentional misconduct, fraud or a knowing violation of law. As a stockholder, even a controlling stockholder, Mr. Roy is entitled to vote his shares, and shares over which he has voting control, in his own interests, which may not always be in the interests of our stockholders generally. Because Mr. Roy, personally and through an affiliated entity, holds his economic interest in our business through Switch, Ltd., rather than through the public company, he may have conflicting interests with holders of shares of our Class A common stock. For example, Mr. Roy may have a different tax position from us, which could influence his decisions regarding whether and when we should dispose of assets or incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement, and whether and when we should undergo certain changes of control within the meaning of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement.” In addition, Mr. Roy’s significant ownership in us and resulting ability to

 

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effectively control us may discourage someone from making a significant equity investment in us, or could discourage transactions involving a change in control, including transactions in which you as a holder of shares of our Class A common stock might otherwise receive a premium for your shares over the then-current market price.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Members that will not benefit Class A common stockholders to the same extent as it will benefit the Members.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Members that will not benefit the holders of our Class A common stock to the same extent as it will benefit the Members. We will enter into the Tax Receivable Agreement with Switch, Ltd. and the Members and it will provide for the payment by us to the Members of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (1) the increases in the tax basis of assets of Switch, Ltd. resulting from any redemptions or exchanges of Common Units from the Members as described under “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement—Common Unit Redemption Right” and (2) certain other tax benefits related to our making payments under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement.” Although we will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock.

In certain cases, payments under the Tax Receivable Agreement to the Members may be accelerated or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control or if, at any time, we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments thereunder would be based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

As a result of the foregoing, (i) we could be required to make payments under the Tax Receivable Agreement that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement, and (ii) if we elect to terminate the Tax Receivable Agreement early, we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement.

We will not be reimbursed for any payments made to the Members under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the Internal Revenue Service, or the IRS, or another tax authority may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to

 

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materially affect a recipient’s payments under the Tax Receivable Agreement, then we will not be permitted to settle or fail to contest such challenge without the consent (not to be unreasonably withheld or delayed) of each Member that directly or indirectly owns at least 10% of the outstanding Common Units. We will not be reimbursed for any cash payments previously made to the Members under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a Member are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Member will be netted against any future cash payments that we might otherwise be required to make to such Member under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a Member for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. As a result, payments could be made under the Tax Receivable Agreement in excess of the tax savings that we realize in respect of the tax attributes with respect to a Member that are the subject of the Tax Receivable Agreement.

Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our operating results.

We are subject to taxes by the U.S. federal, state, local and foreign tax authorities, and our tax liabilities will be affected by the allocation of expenses to differing jurisdictions. We record tax expense based on our estimates of future payments, which may include reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets. At any one time, many tax years may be subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these matters. We expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

    changes in the valuation of our deferred tax assets and liabilities;

 

    expected timing and amount of the release of any tax valuation allowances;

 

    tax effects of stock-based compensation;

 

    changes in tax laws, regulations or interpretations thereof; or

 

    future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated earnings in countries where we have higher statutory tax rates.

In addition, our effective tax rate in a given financial statement period may be materially impacted by a variety of factors including but not limited to changes in the mix and level of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations in valuation allowances, deductibility of certain items, or by changes to existing accounting rules or regulations. Further, tax legislation may be enacted in the future which could negatively impact our current or future tax structure and effective tax rates. We may be subject to audits of our income, sales, and other transaction taxes by U.S. federal, state, local, and foreign taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

Changes in tax law may have an adverse effect on our business, financial condition, and results of operations and may also affect the federal tax considerations of the purchase, ownership, and disposition of our Class A Common Stock.

Potential tax reform in the United States may result in significant changes to U.S. federal income tax law, including changes to the U.S. federal income taxation of corporations (including the Company)

 

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or changes to the U.S. federal income taxation of stockholders in U.S. corporations, including investors in our Class A Common Stock. Certain proposed changes to the U.S. corporate tax regime include: adjustment of the maximum corporate tax rate, immediate expensing of certain business investment, and elimination of a deduction for net interest expense, as well as substantial changes to the international tax system, including border tax adjustments, a destination based cash flow tax, and moving to a territorial based tax system. We are currently unable to predict whether any such changes will occur and, if so, the impact of such changes, including on the U.S. federal income tax considerations relating to the purchase, ownership, and disposition of our common stock discussed below in the section titled “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders.”

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act, as a result of our ownership of Switch, Ltd., applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

As the manager of Switch, Ltd., we will control and operate Switch, Ltd. On that basis, we believe that our interest in Switch, Ltd. is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of Switch, Ltd., our interest in Switch, Ltd. could be deemed an “investment security” for purposes of the 1940 Act.

We and Switch, Ltd. intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

We will be a controlled company within the meaning of the NYSE rules, and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements that provide protection to stockholders of other companies. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, the Founder Members will control more than 50% of our combined voting power. As a result, we will be considered a “controlled company” for the purposes of NYSE rules and corporate governance standards. As a controlled company, we will be exempt from certain NYSE corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish a Compensation and Nominating and Corporate Governance Committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the board of directors by the independent members of the board of directors. While we intend on having a majority of independent directors, our compensation and nominating and corporate governance committees will not consist entirely of independent directors. Accordingly, holders of our Class A common stock will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

 

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Risks Related to This Offering and Ownership of Our Class A Common Stock

Immediately following the completion of this offering, the Members will have the right to have their Common Units redeemed or exchanged into shares of Class A common stock, which may cause volatility in our stock price.

After this offering, we will have an aggregate of more than             shares of Class A common stock authorized but unissued, including approximately                 shares of Class A common stock issuable upon redemption or exchange of Common Units that will be held by the Members. Switch, Ltd. will enter into the Switch Operating Agreement and, subject to certain restrictions set forth therein and as described elsewhere in this prospectus, the Members will be entitled to have their Common Units redeemed for shares of our Class A common stock. We also intend to enter into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued to the Members upon redemption of Common Units will be eligible for resale, subject to certain limitations set forth therein. See “Certain Relationships and Related Party Transactions—The Transactions—Registration Rights Agreement.”

We cannot predict the timing or size of any future issuances of our Class A common stock resulting from the redemption or exchange of limited liability company interests or the effect, if any, that future issuances and sales of shares of our Class A common stock may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock, including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.

If you purchase shares of Class A common stock in this offering, you will incur immediate and substantial dilution.

Dilution is the difference between the offering price per share and the pro forma net tangible book value per share of our Class A common stock immediately after the offering. The price you pay for shares of our Class A common stock sold in this offering is substantially higher than our pro forma net tangible book value per share immediately after this offering. If you purchase shares of Class A common stock in this offering, based on the midpoint of the price range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in the amount of $         per share. In addition, you may also experience additional dilution upon future equity issuances to investors or to our employees and directors under our 2017 Incentive Award Plan, or the 2017 Plan, and any other equity incentive plans we may adopt. As a result of this dilution, investors purchasing shares of Class A common stock in this offering may receive significantly less than the full purchase price that they paid for the stock purchased in this offering in the event of liquidation. See “Dilution.”

We do not know whether a market will develop for our Class A common stock or what the market price of our Class A common stock will be, and as a result, it may be difficult for you to sell your shares of our Class A common stock.

Before this offering, there was no public trading market for our Class A common stock. If a market for our Class A common stock does not develop or is not sustained, it may be difficult for you to sell your shares of Class A common stock at an attractive price or at all. We cannot predict the prices at which our Class A common stock will trade. It is possible that in one or more future periods our results of operations may be below the expectations of public market analysts and investors and, as a result of these and other factors, the price of our Class A common stock may fall.

If our operating and financial performance in any given period does not meet the guidance that we provide to the public, our stock price may decline.

We may provide public guidance on our expected operating and financial results for future periods. Any such guidance will be comprised of forward-looking statements subject to the risks and

 

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uncertainties described in this prospectus and in our other public filings and public statements. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts or if we reduce our guidance for future periods, the market price of our Class A common stock may decline as well.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Class A common stock, the price of our Class A common stock could decline.

The trading market for our Class A common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our Class A common stock could decline. If one or more of these analysts cease to cover our Class A common stock, we could lose visibility in the market for our stock, which in turn could cause our Class A common stock price to decline.

Our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

After this offering, the market price for our Class A common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

 

    our operating performance and prospects and those of other similar companies;

 

    actual or anticipated variations in our financial condition, liquidity or results of operations;

 

    changes in financial projections we may provide to the public or our failure to meet these projections;

 

    change in the estimates of securities analysts relating to our earnings or other operating metrics;

 

    publication of research reports about us, our significant customers, our competition, data center companies generally or the technology industry;

 

    recruitment or departure of key personnel;

 

    new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 

    changes in market valuations of similar companies;

 

    announcements by us or our competitors of significant technological innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

 

    actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

 

    developments or disputes concerning our intellectual property or our services, or third-party proprietary rights;

 

    adverse market reaction to leverage we may incur or equity we may issue in the future;

 

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    actions by institutional stockholders;

 

    actual or perceived accounting issues, including changes in accounting standards, policies, guidelines, interpretations or principles;

 

    compliance with NYSE requirements;

 

    speculation in the press or investment community about our company or industry or the economy in general;

 

    adverse developments in the creditworthiness, business or prospects of one or more of our significant customers;

 

    lawsuits threatened or filed against us;

 

    other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;

 

    the realization of any of the other risk factors presented in this prospectus;

 

    the overall performance of the equity markets; and

 

    general market and economic conditions.

The initial public offering price of our Class A common stock will be determined by negotiations between us and the underwriters based upon a number of factors and may not be indicative of prices that will prevail following the closing of this offering. Volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the initial public offering price. As a result, you may suffer a loss on your investment.

Our anti-takeover provisions could prevent or delay a change in control of our company, even if such change in control would be beneficial to our stockholders.

Provisions of our amended and restated articles of incorporation and amended and restated bylaws, as they will be in effect upon completion of this offering, as well as provisions of Nevada law, could discourage, delay or prevent a merger, acquisition or other change in control of our company, even if such change in control would be beneficial to our stockholders. These provisions include:

 

    the 10 vote per share feature of our Class C common stock;

 

    authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

 

    prohibiting the use of cumulative voting for the election of directors;

 

    removal of incumbent directors only by the vote of stockholders with not less than two-thirds of the voting power of our outstanding stock;

 

    prohibiting stockholders from calling special meetings;

 

    limiting the ability of stockholders to amend our bylaws and certain provisions of our articles of incorporation, in each case by requiring the affirmative vote of holders of at least two-thirds of the votes that stockholders would be entitled to cast in any annual election of directors;

 

    after the Founder Members no longer beneficially own, directly or indirectly, at least 50% of the Class C common stock beneficially owned by the Founder Members as of the completion of this offering, or                  shares of Class C common stock, requiring all stockholder actions to be taken at a meeting of our stockholders; and

 

    establishing advance notice and duration of ownership requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

 

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These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

In addition, we are subject to Nevada’s statute on combinations with interested stockholders (Sections 78.411—78.444 of the Nevada Revised Statutes), which prohibits us from entering into a “combination” with an “interested stockholder” for up to four years, unless certain conditions are met (such as, in some circumstances, approval by our board of directors before such person became an interested stockholder, or by both our board of directors and a supermajority of the disinterested stockholders). Under the statute, an interested stockholder is a person who beneficially owns (or, if one of our affiliates or associates, did, within the prior two years, beneficially own) stock with 10% or more of the corporation’s voting power. The inability of an interested stockholder to pursue the types of combinations restricted by the statute could discourage, delay or prevent a merger, acquisition or other change in control of our company.

Finally, a person acquiring a significant proportion of our voting stock could be precluded from voting all or a portion of such shares under Nevada’s “control share” statute (Sections 78.378—78.3793 of the Nevada Revised Statutes), which prohibits an acquirer of stock, under certain circumstances, from voting its “control shares” of stock acquired up to 90 days prior to crossing certain ownership threshold percentages, unless the acquirer obtains approval of the disinterested stockholders or unless the issuing corporation amends its articles of incorporation or bylaws within 10 days of the acquisition to provide that the “control share” statute does not apply to the corporation or the types of existing or future stockholders. If the voting rights are not approved, the statute would allow us to call all of such control shares for redemption at the average price paid for such shares.

Limitations on director and officer liability and our indemnification of our officers and directors may discourage stockholders from bringing suit against a director.

Our amended and restated articles of incorporation and bylaws provide, as permitted by Nevada corporation law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, our amended and restated articles of incorporation and bylaws require indemnification of directors and officers to the fullest extent permitted by Nevada law.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.

Our amended and restated articles of incorporation will authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

 

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We may be subject to securities class action, which may harm our business and operating results.

Companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and damages, and divert management’s attention from other business concerns, which could seriously harm our business, results of operations, financial condition or cash flows.

We may also be called on to defend ourselves against lawsuits relating to our business operations. Some of these claims may seek significant damage amounts due to the nature of our business. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such proceedings. A future unfavorable outcome in a legal proceeding could have an adverse impact on our business, financial condition and results of operations. In addition, current and future litigation, regardless of its merits, could result in substantial legal fees, settlement or judgment costs and a diversion of management’s attention and resources that are needed to successfully run our business.

Substantial future sales of our Class A common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our Class A common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our Class A common stock and could impair our ability to raise capital through the sale of additional shares. Upon the closing of this offering, we will have             shares of Class A common stock outstanding (or              if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and              authorized but unissued shares of Class A common stock that would be issuable upon redemption or exchange of Common Units. The shares of Class A common stock offered in this offering will be freely tradable without restriction under the Securities Act, except for any shares of our Class A common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

We and each of our directors, executive officers and holders of substantially all of our outstanding common stock, which collectively will hold     % of our outstanding capital stock (including shares of Class A common stock issuable upon redemption or exchange of Common Units) after giving effect to this offering, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of common stock or securities convertible into or exchangeable for (including the Common Units), or that represent the right to receive, shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. See “Underwriting.” All of our shares of common stock outstanding as of the date of this prospectus (and shares of Class A common stock issuable upon redemption or exchange of Common Units) may be sold in the public market by existing stockholders following the expiration of the applicable lock-up period, subject to applicable limitations imposed under federal securities laws. In addition, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements at any time and for any reason. Sales of a substantial number of such shares upon expiration of the lock-up and market stand-off agreements, the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

 

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We intend to enter into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon redemption or exchange of Common Units held by the Members will be eligible for resale, subject to certain limitations set forth therein. See “Certain Relationships and Related Party Transactions—The Transactions—Registration Rights Agreement.”

We also intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of Class A common stock issued or issuable under our 2017 Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market following the expiration of the applicable lock-up period. We expect that the initial registration statement on Form S-8 will cover              shares of our Class A common stock.

See “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling shares of our common stock after this offering.

In the future, we may also issue additional securities if we need to raise capital, which could constitute a material portion of our then-outstanding shares of common stock.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

 

    not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;

 

    reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

 

    exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We could be an emerging growth company for up to five years following the completion of this offering. Our status as an emerging growth company will end as soon as any of the following takes place:

 

    the last day of the fiscal year in which we have more than $1.07 billion in annual revenue;

 

    the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;

 

    the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or

 

    the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our Class A common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our Class A common stock and the market price of our Class A common stock may be more volatile.

 

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Further, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor a company that has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.

We cannot predict the impact our capital structure may have on our stock price.

In July 2017, S&P Dow Jones, a provider of widely followed stock indices, announced that companies with multiple share classes, such as ours, will not be eligible for inclusion in certain of their indices. As a result, our Class A common stock will likely not be eligible for these stock indices. Additionally, FTSE Russell, another provider of widely followed stock indices, recently stated that it plans to require new constituents of its indices to have at least five percent of their voting rights in the hands of public stockholders. Many investment funds are precluded from investing in companies that are not included in such indices, and these funds would be unable to purchase our Class A common stock. We cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

We will incur increased costs as a result of becoming a public company and in the administration of our complex organizational structure.

As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the Securities and Exchange Commission, or the SEC. Following the completion of this offering, we will incur ongoing periodic expenses in connection with the administration of our organizational structure. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. In estimating these costs, we took into account expenses related to insurance, legal, accounting, and compliance activities, as well as other expenses not currently incurred. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to obtain certain types of insurance and to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation. Our organizational structure, including our Tax Receivable Agreement, is very complex and we require the expertise of various tax, legal and accounting advisers to ensure compliance with applicable laws and regulations. We have and will continue to incur significant

 

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expenses in connection with the administration of our organizational structure. As a result, our expenses for legal, tax and accounting compliance may be significantly greater than other companies of our size that do not have a similar organizational structure or a tax receivable agreement in place.

We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2016, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness related to our lack of communication and information sharing within the various parts of our organization, which resulted in our recording out-of-period adjustments to our consolidated financial statements during the year ended December 31, 2016.

We are implementing measures designed to improve our internal control over financial reporting to remediate this material weakness, including policies and procedures to improve our ability to communicate and share information in a timely manner, as well as designing and implementing improved processes and internal controls. In addition, we are formalizing our internal control documentation and strengthening supervisory reviews by our management. While we are implementing measures to remediate the material weakness, we cannot predict the success of such measures or the outcome of our assessment of these measures at this time. We can give no assurance that this implementation will remediate this deficiency in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements or cause us to fail to meet our reporting obligations.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company,” as defined in the JOBS Act. We will be required to disclose changes made in our internal control and procedures on a quarterly basis. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. We have begun the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, when applicable, and we may not be able to complete our evaluation, testing and any required remediation in a timely fashion.

We may not pay dividends on our Class A common stock.

Following the completion of this offering, our board of directors may elect to pay cash dividends on our Class A common stock. However, no decision has been made with respect to the amount and timing of dividend payments, if any. The continued operation and expansion of our business will require substantial funding. Accordingly, we cannot assure you that we will pay dividends in the future. Any

 

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determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We are a holding company, and substantially all of our operations are carried out by Switch, Ltd. and its subsidiaries. Under our amended and restated credit agreement, Switch, Ltd. is currently restricted from paying cash dividends or making certain other restricted payments, and we expect these restrictions to continue in the future, which may in turn limit our ability to pay dividends on our Class A common stock. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. Accordingly, if you purchase shares in this offering, realization of a gain on your investment may depend solely on the appreciation of the price of our Class A common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our Class A common stock.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Switch intends to use the proceeds of this offering to purchase newly issued Common Units as described in “The Transactions” and “Use of Proceeds.” We cannot specify with certainty the particular uses of the net proceeds that Switch, Ltd. will receive from such purchase. Our management will have broad discretion in Switch, Ltd.’s application of such proceeds, including for any of the purposes described in “Use of Proceeds.” Accordingly, you will have to rely upon the judgment of our management with respect to the use of the proceeds, with only limited information concerning management’s specific intentions. Our management may cause Switch, Ltd. to spend a portion or all of the net proceeds from this offering in ways that our stockholders may not desire or that may not yield a favorable return. The failure by our management to cause Switch, Ltd., to apply these funds effectively could harm our business. Pending their use, Switch, Ltd. may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

The provision of our articles of incorporation requiring exclusive forum in the Eighth Judicial District Court of Clark County, Nevada for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated articles of incorporation, as they will be in effect upon the completion of this offering, will require that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us or our officers, directors or employees arising pursuant to any provision of Nevada law regarding corporations, mergers, conversions, exchanges or domestications, or our amended and restated articles of incorporation or amended and restated bylaws or (iv) any action asserting a claim against us or any of our directors, officers or other employees governed by the internal affairs doctrine, will have to be brought only in the Eighth Judicial District Court of Clark County, Nevada. Although we believe this provision benefits us by providing increased consistency in the application of Nevada law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

 

    our goals and strategies;

 

    our expansion plans;

 

    our future business development, financial condition and results of operations;

 

    the expected growth of the data center market;

 

    our expectations regarding demand for, and market acceptance of, our services;

 

    our expectations regarding our customer growth rate;

 

    the network effects associated with our business;

 

    our plans to further invest in and grow our business, and our ability to effectively manage our growth and associated investments;

 

    our ability to timely and effectively scale and adapt our existing technology;

 

    our ability to successfully enter new markets;

 

    our ability to maintain, protect and enhance our intellectual property and not infringe upon others’ intellectual property;

 

    our realization of any benefit from the Tax Receivable Agreement and our organizational structure; and

 

    our anticipated uses of the net proceeds from this offering.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

 

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TRADEMARKS

This prospectus includes our trademarks, trade names and service marks, such as SWITCH®, SWITCH MOD®, POWER SPINE, SWITCH SAFE®, CORE®, INNEVATION®, SUPERLOOP®, TIER 5® and TRUTH IN TECHNOLOGY®, which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, such as Gartner, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

The Gartner report described in this prospectus, Forecast: Internet of Things—Endpoints and Associated Services, Worldwide, 2016, represents data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner and are not representations of fact. The Gartner report speaks as of its original publication date, and not as of the date of this prospectus, and the opinions expressed in the Gartner report are subject to change without notice.

Other third-party reports, publications and industry data cited in this prospectus include:

 

    Intel Corporation, A Guide to the Internet of Things;

 

    Cisco Systems, Cisco Visual Networking Index: Global Mobile Data Traffic Forecast Update, 2016-2021;

 

    IHS Markit, IHS Clarifies Autonomous Vehicle Sales Forecast;

 

    451 Research, LLC, Market Forecast: Multi-Tenant Datacenter Global Providers 2016;

 

    International Data Corporation, Market Forecast: Worldwide Datacenter Installation Census and Construction Forecast, 2017-2021; and

 

    Infiniti Research Limited (Technavio), Global Data Center Market: 2016-2020.

 

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THE TRANSACTIONS

Existing Organization

Prior to the completion of this offering and the organizational transactions described below, the Members are the only members of Switch, Ltd. Switch, Ltd. is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any U.S. federal entity-level income taxes. Rather, taxable income or loss is included in the U.S. federal income tax returns of Switch, Ltd.’s members.

Switch, Inc. was incorporated as a Nevada corporation on June 13, 2017 to serve as the issuer of the Class A common stock offered hereby.

Transactions

In connection with the closing of this offering, we will consummate the following organizational transactions, which we refer to as the Transactions:

 

    we will amend and restate the Switch Operating Agreement, to, among other things, (i) split the number of authorized, issued and outstanding Common Units on a         -for-         basis, (ii) convert all of the Former Incentive Unit Holders’ incentive units into Common Units, and (iii) appoint Switch, Inc. as the manager of Switch, Ltd.;

 

    we will amend and restate our articles of incorporation to, among other things, (i) provide for Class A common stock, Class B common stock and Class C common stock, (ii) issue shares of Class B common stock to the Non-Founder Members on a one-to-one basis with the number of Common Units they own, for nominal consideration, and (iii) issue shares of Class C common stock to the Founder Members on a one-to-one basis with the number of Common Units they own, for nominal consideration;

 

    we will issue              shares of our Class A common stock to the purchasers in this offering, or         shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock, in exchange for net proceeds of approximately $        million, or approximately $         million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, assuming the shares are offered at $         per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions but before offering expenses;

 

    we intend to use all of the net proceeds from this offering to acquire Common Units from Switch, Ltd. at a purchase price per Common Unit equal to the initial public offering price of Class A common stock, less underwriting discounts and commissions, collectively representing     % of Switch, Ltd.’s outstanding Common Units, or    %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock;

 

    Switch, Ltd. intends to use the proceeds from the sale of Common Units to Switch, Inc. for general corporate purposes and working capital. See “Use of Proceeds”;

 

    the Members will continue to own the Common Units they received in connection with the conversion of their existing membership interests in Switch, Ltd. into Common Units and will have no economic interests in Switch, Inc. despite their ownership of Class B common stock or Class C common stock, where “economic interests” means the right to receive any distributions or dividends, whether cash or stock, in connection with common stock; and

 

   

Switch, Inc. will enter into (i) the Tax Receivable Agreement with Switch, Ltd. and the Members and (ii) the Registration Rights Agreement with the Members who, upon the completion of this

 

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offering, will own             shares of Switch’s Class B common stock and Class C common stock, representing approximately     % of the combined voting power of all of Switch, Inc.’s common stock, or approximately     %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock. Although the actual timing and amount of any payments that we make to the Members under the Tax Receivable Agreement will vary, we expect those payments will be significant.

Following this offering, Common Units will be redeemable at the election of such Members for newly issued shares of Class A common stock on a one-to-one basis (and their shares of Class B common stock or Class C common stock, as the case may be, will be cancelled on a one-to-one basis upon any such issuance). We will have the option to instead make a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Common Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Switch Operating Agreement. Our decision to make a cash payment upon a Member’s election will be made by our independent directors (within the meaning of the rules of the NYSE) who are disinterested.

Our corporate structure following this offering, as described above, is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Members to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “passthrough” entity, for income tax purposes following the offering. One of these benefits is that future taxable income of Switch, Ltd. that is allocated to the Members will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. Additionally, because the Members may redeem their Common Units for shares of our Class A common stock or, at our option, for cash, the Up-C structure also provides the Members with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. See “Description of Capital Stock.”

We will receive the same benefits as the Members on account of our ownership of Common Units in an entity treated as a partnership, or “passthrough” entity, for income tax purposes. As we redeem additional Common Units from the Members under the mechanism described above, we will obtain a step-up in tax basis in our share of Switch, Ltd.’s assets. This step-up in tax basis will provide us with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to us. We expect to enter into the Tax Receivable Agreement with Switch, Ltd. and each of the Members that will provide for the payment by us to the Members of 85% of the amount of tax benefits, if any, that we actually realize (or in some cases are deemed to realize) as a result of (i) increases in tax basis resulting from the redemption of Common Units and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement.

For a description of the terms of the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”

Organizational Structure Following this Offering

Immediately following the completion of the Transactions, including this offering:

 

    we will be a holding company and our principal asset will be Common Units;

 

    we will be the manager of Switch, Ltd. and will control the business and affairs of Switch, Ltd. and its subsidiaries;

 

   

our amended and restated articles of incorporation and the Switch Operating Agreement will require that (i) we at all times maintain a ratio of one Common Unit owned by us for each share

 

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of Class A common stock issued by us (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities), and (ii) Switch, Ltd. at all times maintain (x) a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of Common Units owned by us, (y) a one-to-one ratio between the number of shares of Class B common stock owned by the Non-Founder Members and the number of Common Units owned by the Non-Founder Members, and (z) a one-to-one ratio between the number of shares of Class C common stock owned by the Founder Members and the number of Common Units owned by the Founder Members;

 

    we will own                      Common Units representing     % of the economic interest in Switch, Ltd., or     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock, where “economic interests” means the right to receive any distributions, whether cash, property or securities of Switch, Ltd., in connection with Common Units;

 

    the purchasers in this offering (i) will own             shares of Class A common stock, representing approximately     % of the combined voting power of all of our common stock, or approximately     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock, (ii) will own     % of the economic interest in us and (iii) through our ownership of Common Units, indirectly will hold approximately     % of the economic interest in Switch, Ltd., or     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock;

 

    the Non-Founder Members will own (i)                  Common Units, representing     % of the economic interest in Switch, Ltd., or     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock, and (ii) through their ownership of Class B common stock, approximately     % of the voting power in Switch, Inc., or approximately     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock;

 

    the Founder Members will own (i)                  Common Units, representing     % of the economic interest in Switch, Ltd., or     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock, and (ii) through their ownership of Class C common stock, approximately     % of the voting power in Switch, Inc., or approximately     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock;

 

    following the offering, each Common Unit held by the Members will be redeemable, at the election of such members, for newly issued shares of Class A common stock on a one-for-one basis or, at our option, a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Common Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Switch Operating Agreement. See “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement.” Our decision to make a cash payment upon a Member’s election will be made by our independent directors (within the meaning of the NYSE) who are disinterested. Shares of our Class B common stock and Class C common stock, as the case may be, will be cancelled on a one-to-one basis if we, at the election of a Member, redeem or exchange Common Units of such Member pursuant to the terms of the Switch Operating Agreement; and

 

   

the Members collectively (i) will own Class B common stock and Class C common stock representing approximately     % of the combined voting power of all of Switch, Inc.’s common stock, or approximately     %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock and (ii) will own     % of the economic interest in Switch, Ltd., or     %, if the underwriters exercise in full their option to purchase additional

 

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shares of Class A common stock, representing a direct interest through the Members’ ownership of Common Units.

As the manager of Switch, Ltd., we will operate and control all of the business and affairs of Switch, Ltd. and, through Switch, Ltd. and its subsidiaries, conduct our business. Accordingly, although we will have a minority economic interest in Switch, Ltd., we will have the sole voting interest in, and control the management of, Switch, Ltd. As a result, we will consolidate Switch, Ltd. in our consolidated financial statements and will report a non-controlling interest related to the Common Units held by the Members on our consolidated financial statements. Switch, Inc. will have a board of directors and executive officers, but will have no employees. The functions of all of our employees are expected to reside at Switch, Ltd.

 

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The following diagram shows our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock:

 

 

LOGO

 

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of shares of Class A common stock in this offering will be approximately $        million, assuming an initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and, after deducting the estimated underwriting discounts and commissions and the estimated offering expenses.

Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us by approximately $         million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses.

We intend to use the net proceeds to us from this offering to purchase         Common Units from Switch, Ltd. at a purchase price per Common Unit equal to the initial public offering price per share of Class A common stock, less underwriting discounts and commissions.

We intend to cause Switch, Ltd. to use the proceeds it receives for general corporate purposes and working capital. We may also cause Switch, Ltd. to use a portion of the net proceeds for the repayment of debt; to make cash payments to the Members pursuant to the Tax Receivable Agreement; at our option, to make cash payments to the Members upon their election to redeem any of their Common Units; or for the acquisition of businesses or technologies that we believe are complementary to our own, although we currently have no agreements, commitments or understandings with respect to any specific acquisition. At this time, we have not specifically identified a material single use for which we intend to use the net proceeds (or cause the net proceeds to be used by Switch, Ltd.), and, accordingly, we are not able to allocate the net proceeds among any potential uses in light of the variety of factors that will affect how such net proceeds will be ultimately used by us or Switch, Ltd. Our management will have broad discretion to direct Switch, Ltd.’s use of the proceeds.

If the underwriters exercise their option to purchase additional shares of Class A common stock in full, we estimate that our additional net proceeds will be approximately $        million. We will use the additional net proceeds we receive pursuant to any exercise of the underwriters’ option to purchase additional shares of Class A common stock to purchase additional Common Units from Switch, Ltd. to maintain the one-to-one ratio between the number of shares of Class A common stock issued by us and the number of Common Units owned by us.

 

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DIVIDEND POLICY

Following the completion of this offering, our board of directors may elect to pay cash dividends on our Class A common stock. Holders of our Class B common stock and Class C common stock are not entitled to participate in any dividends declared by our board of directors. No decision has been made with respect to the amount and timing of dividend payments, if any. We cannot assure you that we will pay dividends in the future. Any determination to pay dividends to holders of Class A common stock will be at the discretion of our board of directors and will depend upon many factors, including our results of operations, financial condition, capital requirements, restrictions in Switch, Ltd.’s debt agreements and other factors that our board of directors deems relevant. We are a holding company, and substantially all of our operations are carried out by Switch, Ltd. and its subsidiaries. Additionally, under our amended and restated credit agreement, Switch, Ltd. is currently restricted from paying cash dividends or making certain other restricted payments, and we expect these restrictions to continue in the future, which may in turn limit our ability to pay dividends on our Class A common stock. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. See “Risk Factors—Risks Related to This Offering and Ownership of Our Class A Common Stock—We may not pay dividends on our Class A common stock” and “Description of Certain Indebtedness.”

 

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CAPITALIZATION

The following table sets forth our cash and capitalization as of June 30, 2017 as follows:

 

    of Switch, Ltd. on an actual basis;

 

    of Switch, Inc. on a pro forma basis to reflect (i) the organizational transactions described under “The Transactions;” (ii) the full acceleration of vesting of incentive units (other than the CEO Award and the President Award) and the conversion of all such incentive units into Common Units; (iii) the initial vesting of the CEO Award and the President Award that will occur upon the closing of this offering and the conversion of such awards into Common Units; and (iv) the amendment and restatement of our articles of incorporation; and

 

    on a pro forma as adjusted basis to reflect the adjustments described above and the sale and issuance of             shares of Class A common stock pursuant to this offering, based on an assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus and after deducting assumed underwriting discounts and commissions and estimated offering expenses.

This table should be read in conjunction with the information contained in this prospectus, including “The Transactions,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto appearing elsewhere in this prospectus.

 

     As of June 30, 2017  
     Actual     Pro Forma      Pro Forma
as Adjusted(1)
 
     (in thousands, except share and per
share data)
 
     (unaudited)  

Cash

   $ 49,786     $                   $               
  

 

 

   

 

 

    

 

 

 

Long-term debt(2)

   $ 825,397     $      $  
  

 

 

   

 

 

    

 

 

 

Members’/stockholder’s equity:

       

Preferred stock, $0.001 par value per share,              shares authorized and no shares outstanding on a pro forma and pro forma as adjusted basis

     —         

Class A common stock, $0.001 par value per share,             shares authorized, no shares outstanding on a pro forma basis and              shares outstanding on a pro forma as adjusted basis

     —         

Class B common stock, $0.001 par value per share,             shares authorized and             shares outstanding on a pro forma and pro forma as adjusted basis

     —         

Class C common stock, $0.001 par value per share,             shares authorized and             shares outstanding on a pro forma and pro forma as adjusted basis

     —         

Additional paid-in capital

     —         

Members’ equity

     146,894       

Accumulated other comprehensive loss

     (128     
  

 

 

   

 

 

    

 

 

 

Total members’/stockholders’ equity attributable to Switch

     146,766       

Non-controlling interest

     —         
  

 

 

   

 

 

    

 

 

 

Total capitalization

   $ 972,163     $      $  
  

 

 

   

 

 

    

 

 

 

 

(1) 

Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as

 

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  adjusted cash, additional paid-in capital, total members’/stockholders’ equity and total capitalization by approximately $         million, assuming that the number of shares of our Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) the amount of our pro forma as adjusted cash, additional paid-in capital, total members’/stockholders’ equity and total capitalization by approximately $         million, assuming an initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

(2)  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Outstanding Indebtedness.”

In the table above, the number of shares of Class A common stock outstanding as of June 30, 2017 on a pro forma as adjusted basis excludes:

 

                shares of our Class A common stock reserved for future issuance under our 2017 Plan, which will become effective prior to the completion of this offering; and

 

                 shares of our Class A common stock that may be issuable upon exercise of the Members’ rights to redeem their Common Units, including 110,225 Common Units issuable upon the exercise of options to purchase Common Units outstanding as of June 30, 2017.

The shares of Class B common stock to be outstanding on a pro forma and pro forma as adjusted basis is based on                 Common Units held by the Non-Founder Members as of June 30, 2017. The shares of Class C common stock to be outstanding on a pro forma and pro forma as adjusted basis following this offering is based on                  Common Units held by the Founder Members as of June 30, 2017.

 

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DILUTION

The Members will maintain their Common Units in Switch, Ltd. after the Transactions. Because the Members do not own any Class A common stock or have any right to receive distributions from Switch, Inc., we have presented dilution in pro forma net tangible book value per share both before and after this offering assuming that all of the holders of Common Units (other than Switch, Inc.) had their Common Units redeemed or exchanged for newly-issued shares of Class A common stock on a one-to-one basis (rather than for cash) and the cancellation for no consideration of all of their shares of Class B common stock and Class C common stock (which are not entitled to receive distributions or dividends, whether cash or stock from Switch, Inc.) in order to more meaningfully present the potential dilutive impact on the investors in this offering. We refer to the assumed redemption or exchange of all Common Units for shares of Class A common stock as described in the previous sentence as the “Assumed Redemption.”

Dilution in pro forma net tangible book value per share to investors purchasing shares of our Class A common stock in this offering represents the difference between the amount per share paid by investors purchasing shares of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after completion of this offering.

Pro forma net tangible book value per share of Switch, Inc. is determined by dividing our total tangible assets less our total liabilities by the number of shares of our Class A common stock outstanding, including shares of Class A common stock issuable upon redemption of the Common Units underlying vested portion of the CEO Award and the President Award and upon the redemption of the Common Units issued upon the conversion of all other incentive unit awards. Switch Ltd.’s historical net tangible book value as of June 30, 2017 was $         million, or $         per Common Unit. After giving effect to the Transactions and the Assumed Redemption, our pro forma net tangible book value as of June 30, 2017 was $         million, or $         per share, based on the total number of shares of our Class A common stock deemed to be outstanding as of June 30, 2017.

After giving further effect to the sale by us of shares of our Class A common stock in this offering at the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2017 would have been $         million, or $         per share.

This represents an immediate increase in pro forma net tangible book value of $         per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of $         per share to investors purchasing shares of our common stock in this offering. The following table illustrates this dilution:

 

Assumed initial public offering price per share

      $  

Pro forma net tangible book value per share as of June 30, 2017

   $                  

Increase in pro forma net tangible book value per share attributable to investors purchasing shares of our Class A common stock in this offering

     
  

 

 

    

Pro forma as adjusted net tangible book value per share of our Class A common stock immediately after the completion of this offering

     
     

 

 

 

Dilution in pro forma net tangible book value per share to investors purchasing shares in this offering

      $  
     

 

 

 

 

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Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share to new investors by $            , and would increase or decrease, as applicable, dilution per share to investors purchasing shares of our Class A common stock in this offering by $            , assuming the number of shares of our Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1,000,000 increase or decrease in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately $         per share and increase or decrease, as applicable, the dilution to investors purchasing shares of our Class A common stock in this offering by $         per share, assuming the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares of our Class A common stock from us is exercised in full, the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after the completion of this offering would be $         per share, and the dilution in pro forma net tangible book value per share to investors purchasing shares of our common stock in this offering would be $         per share.

The following table presents, as of June 30, 2017, after giving effect to the Assumed Redemption and the sale by us of shares of our Class A common stock in this offering at the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, the difference between the existing stockholders, which are the Members, and the investors purchasing shares of our Class A common stock in this offering with respect to the number of shares of our common stock purchased from us, the total consideration paid or to be paid to us, and the average price per share paid or to be paid to us, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

 

     Shares Purchased     Total
Consideration
    Average
Price
 
     Number      Percent     Amount      Percent     Per Share  

Existing stockholders

          $          $               

Investors purchasing shares of our Class A common stock in this offering

            
  

 

 

    

 

 

   

 

 

    

 

 

   

Total

        100.0   $                     100.0  
  

 

 

    

 

 

   

 

 

    

 

 

   

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by investors purchasing shares in this offering and total consideration paid by all stockholders by approximately $         million, assuming the number of shares of our Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares of our common stock from us. If the underwriters’ option to purchase additional shares of our Class A common stock were exercised in full, our existing stockholders, which are the Members, would own     % and the investors purchasing shares of our

 

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Class A common stock in this offering would own     % of the total number of shares of our common stock outstanding immediately after completion of this offering.

In the discussion above, the number of shares of our Class A common stock that will be outstanding after this offering excludes:

 

    110,225 shares of Class A stock that may be issuable upon exercise of the rights to redeem Common Units issuable upon the exercise of options to purchase Common Units outstanding as of June 30, 2017, with a weighted-average exercise price of $2.85 per share; and

 

                shares of our Class A common stock reserved for future issuance under our 2017 Plan, which will become effective prior to the completion of this offering.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present the selected historical consolidated financial information and other data for Switch, Ltd. and its subsidiaries. Switch, Ltd. is the predecessor of the issuer, Switch, Inc., for financial reporting purposes. The consolidated statements of income data for the years ended December 31, 2015 and 2016, and the consolidated balance sheet data as of December 31, 2015 and 2016, have been derived from our audited consolidated financial statements of Switch, Ltd. included elsewhere in this prospectus. The consolidated statements of income data (except for net income per unit/share and weighted-average units/shares outstanding data) for the years ended December 31, 2013 and 2014 have been derived from the audited consolidated financial statements of Switch, Ltd. that have not been included in this prospectus. The consolidated statements of income data for the six months ended June 30, 2016 and 2017 and the consolidated balance sheet data as of June 30, 2017 have been derived from the unaudited consolidated financial statements of Switch, Ltd. included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments that we consider necessary for a fair statement of the financial information set forth in those statements. The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and the results for any interim period are not necessarily indicative of the results that may be expected for a full year. You should read the consolidated financial and other data set forth below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The selected consolidated financial and other data of Switch, Inc. has not been presented since Switch, Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

 

    Years Ended
December 31,
    Six Months Ended
June 30,
 
    2013     2014     2015     2016     2016     2017  
    (in thousands, except unit/share and per unit/share data)  
                            (unaudited)  

Consolidated Statements of Income Data:

       

Revenue

  $ 166,835     $ 207,306     $ 265,870     $ 318,352     $ 154,798     $ 181,258  

Cost of revenue

    81,290       108,902       141,060       168,844       78,360       93,831  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    85,545       98,404       124,810       149,508       76,438       87,427  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Selling, general and administrative expense

    38,574       35,570       45,251       71,420       34,283       39,447  

Impact fee expense

                      27,018              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

    46,971       62,834       79,559       51,070       42,155       47,980  

Other income (expense):

           

Interest expense, including amortization of debt issuance costs

    (5,511     (6,772     (7,682     (10,836     (4,577     (8,933

Equity in net earnings (losses) of investments

    (57     (1,053     821       (10,138     (2,554     (734

Loss on extinguishment of debt

    (2,146           (212                 (3,565

Gain on sale of asset

                248                    

Impairment of notes receivable

                      (2,371            

Gain on lease termination

                      2,801              

Other

    657       1,500       738       842       190       533  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

    (7,057     (6,325     (6,087     (19,702     (6,941     (12,699
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $ 39,914     $ 56,509     $ 73,472     $ 31,368     $ 35,214     $ 35,281  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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    Years Ended
December 31,
    Six Months Ended
June 30,
 
    2013     2014     2015     2016     2016     2017  
    (in thousands, except unit/share and per unit/share data)  
                            (unaudited)  

Net income per unit/share(1):

           

Basic

  $ 0.21     $ 0.28     $ 0.37     $ 0.16     $ 0.18     $ 0.18  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

  $ 0.20     $ 0.28     $ 0.37     $ 0.15     $ 0.17     $ 0.17  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average units/shares outstanding(1):

           

Basic

    188,322,897       198,431,693       196,773,458       199,047,070       199,404,623       200,247,223  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

    201,815,537       203,410,628       199,272,269       203,461,420       203,079,357       206,604,612  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)  See Notes 2 and 12 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net income per unit or share and the weighted-average number of units or shares used in the computation of the per unit/share amounts.

 

     As of December 31,     As of
June 30,

2017
 
     2015     2016    
     (in thousands)  
           (unaudited)  

Consolidated Balance Sheet Data:

      

Cash and cash equivalents

   $ 14,192     $ 22,713     $ 49,786  

Working capital (deficit)

     (23,476     (107,861     (42,025

Property and equipment, net

     598,234       874,259       1,036,226  

Total assets

     647,578       921,015       1,116,814  

Deferred revenue, current and noncurrent

     14,253       24,858       33,691  

Long-term debt, current and noncurrent

     292,517       472,067       825,397  

Capital lease obligations, current and noncurrent

     19,466       23,466       22,966  

Total members’ equity

     284,694       278,363       146,766  

Key Metrics and Non-GAAP Financial Measures

We monitor the following unaudited key metrics and non-GAAP financial measures to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions.

 

     Years Ended
December 31,
    Six Months Ended
June 30,
 
     2013     2014     2015     2016     2016     2017  
     (dollars in thousands)  

Recurring revenue

   $ 163,916     $ 201,615     $ 258,736     $ 308,200     $ 148,456     $ 177,213  

Capital expenditures

   $ 115,534     $ 130,216     $ 190,113     $ 287,097     $ 101,614     $ 219,916  

Customers

     445       567       661       773       733       808  

Adjusted EBITDA

   $ 95,468     $ 112,214     $ 141,936     $ 153,173     $ 77,613     $ 93,881  

Adjusted EBITDA margin

     57.2     54.1     53.4     48.1     50.1     51.8

For an explanation of our key metrics and non-GAAP financial measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics and Non-GAAP Financial Measures.”

To provide investors with additional information regarding our financial results, we monitor and have presented within this prospectus Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP measures. These non-GAAP measures are not based on any standardized methodology

 

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prescribed by U.S. GAAP and are not necessarily comparable to similarly titled measures presented by other companies.

We define Adjusted EBITDA as net income adjusted for interest expense, interest income, income taxes, depreciation and amortization and for specific and defined supplemental adjustments to exclude (i) non-cash equity-based compensation expense; (ii) equity in net earnings (losses) of investments; and (iii) certain other items that we believe are not indicative of our core operating performance, such as the impact fee expense related to our application to become an unbundled purchaser of energy in Nevada and other gains and losses. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.

Our Adjusted EBITDA and Adjusted EBITDA margin are not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to measures used in accordance with GAAP. We present Adjusted EBITDA and Adjusted EBITDA margin because we believe certain investors use them as measures of a company’s historical operating performance and its ability to service and incur debt. We believe that the inclusion of certain adjustments in presenting Adjusted EBITDA and Adjusted EBITDA margin is appropriate to provide additional information to investors because Adjusted EBITDA and Adjusted EBITDA margin exclude certain items that we believe are not indicative of our core operating performance and that are not excluded in the calculation of EBITDA. Adjusted EBITDA is also similar to the measures used under the debt covenants included in our credit facilities, except that the definition used in our credit facilities does not exclude cash gains. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational-decision making.

Our non-GAAP financial measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. Non-GAAP financial measures may not provide information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their non-GAAP financial measures differently. In addition, the non-GAAP measures exclude certain recurring expenses that have been and will continue to be significant expenses of our business.

 

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The following tables set forth reconciliations of our net income to Adjusted EBITDA for the periods presented:

 

     Years Ended
December 31,
    Six Months Ended
June 30,
 
     2013     2014     2015     2016     2016      2017  
     (in thousands)  

Adjusted EBITDA:

          

Net income

   $ 39,914     $ 56,509     $ 73,472     $ 31,368     $ 35,214      $ 35,281  

Interest expense

     5,511       6,772       7,682       10,836       4,577        8,933  

Interest income(1)

     (166     (1,024     (260     (332     46        (19

Depreciation and amortization

     34,601       43,918       55,355       66,591       31,135        41,786  

Loss on disposal of property and equipment

     235       695       1,307       1,994       399        37  

Impact fee expense

                       27,018               

Equity-based compensation

     13,170       4,291       5,237       5,935       3,688        3,564  

Equity in (net earnings) losses of investments

     57       1,053       (821     10,138       2,554        734  

Loss on extinguishment of debt

     2,146             212                    3,565  

Gain on sale of asset

                 (248                   

Gain on lease termination

                       (2,801             

Impairment of notes receivable and interest receivable(2)

                       2,426               
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Adjusted EBITDA

   $ 95,468     $ 112,214     $ 141,936     $ 153,173     $ 77,613      $ 93,881  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

(1)  Interest income is included in the “Other” line of other income (expense) in our Consolidated Statements of Comprehensive Income.
(2)  The write-off of interest income receivable pertaining to our notes receivable with Planet3, Inc. is included in the selling, general and administrative expense line in our Consolidated Statements of Comprehensive Income.

 

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma consolidated balance sheet as of June 30, 2017 and unaudited pro forma consolidated statements of income for the year ended December 31, 2016 and the six months ended June 30, 2017 present our consolidated financial position and results of operations after giving effect to (i) the organizational transactions described under “The Transactions;” (ii) the full acceleration of vesting of incentive units (other than the CEO Award and the President Award) and the conversion of all such incentive units into Common Units, which will only be presented on the unaudited pro forma consolidated balance sheet and not in the pro forma condensed income statement; (iii) initial vesting of the CEO Award and the President Award that will occur upon the closing of this offering and the conversion of such awards into Common Units; and (iv) this offering and the use of proceeds from this offering. The unaudited pro forma consolidated statements of income for the year ended December 31, 2016 and for the six months ended June 30, 2017 assume the Transactions were completed on January 1, 2016. The unaudited pro forma consolidated balance sheet as of June 30, 2017 assumes the Transactions were completed on June 30, 2017.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

The unaudited pro forma consolidated financial information has been prepared based on our historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma consolidated financial information. The pro forma adjustments are based upon available information and methodologies that are factually supportable and directly attributable to the Transactions. In addition, the unaudited pro forma consolidated statements of income reflect only those adjustments that are expected to have a continuing impact on our results of operations. The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not purport to represent our consolidated results of operations or consolidated financial position that would actually have occurred had the Transactions referred to above been consummated on the dates assumed or to project our consolidated results of operations or consolidated financial position for any future date or period.

As described in greater detail under “Certain Relationships and Related Party Transactions—The Transactions—Tax Receivable Agreement,” in connection with the completion of this offering, we will enter into the Tax Receivable Agreement with the Members that will provide for the payment by Switch, Inc. to the Members of 85% of the amount of tax benefits, if any, that Switch, Inc. actually realizes as a result of (i) increases in the tax basis of assets of Switch, Ltd. resulting from any redemptions or exchanges of Common Units as described under “Certain Relationships and Related Party Transactions—The Transactions—Switch Operating Agreement—Common Unit Redemption Right” and (ii) certain other tax benefits related to our making payments under the Tax Receivable Agreement. Due to the uncertainty in the amount and timing of future exchanges of Common Units by the Members, the unaudited pro forma consolidated financial information assumes that no exchanges of Common Units have occurred and therefore no increases in tax basis in Switch Ltd.’s assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma consolidated financial information. However, if all of the Members were to exchange their Common Units, we would recognize a deferred tax asset of approximately $         million and a liability of approximately $         million, assuming (i) all exchanges occurred on the same day; (ii) a price of $             per share (the midpoint of the price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of         %; (iv) we will have sufficient taxable income to fully utilize the tax

 

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benefits; and (v) no material changes in tax law. For each 5% increase (decrease) in the amount of Common Units exchanged by the Members, our deferred tax asset would increase (decrease) by approximately $         million and the related liability would increase (decrease) by approximately $         million, assuming that the price per share and corporate tax rate remain the same. For each $1.00 increase (decrease) in the assumed share price of $             per share, our deferred tax asset would increase (decrease) by approximately $         million and the related liability would increase (decrease) by approximately $         million, assuming that the number of Common Units exchanged by the Members and the corporate tax rate remain the same. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of our shares of Class A common stock at the time of the exchange, and the tax rates then in effect.

The presentation of the unaudited pro forma consolidated financial information is prepared in conformity with Article 11 of Regulation S-X.

Our historical financial information has been derived from our consolidated financial statements and accompanying notes included elsewhere in this prospectus. The unaudited pro forma consolidated financial information should be read together with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and related notes thereto included elsewhere in this prospectus.

 

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UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of June 30, 2017

 

    Switch, Ltd.
and
Subsidiaries
Actual
    Transaction
Adjustments
        As Adjusted
Before
Offering
    Initial Public
Offering
Adjustments
        Switch, Inc. 
Pro Forma
 
    (in thousands)  

ASSETS

             

CURRENT ASSETS:

             

Cash

  $ 49,786     $                        $                      $                          (2)   $                   

Accounts receivable, net

    11,444              

Prepaid expenses

    2,766              

Other current assets

    2,822              

Deferred tax asset

                 
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total current assets

    66,818              

Property and equipment, net

    1,036,226              

Long term deposit

    4,440              

Other assets

    9,330             (3)  
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

TOTAL ASSETS

  $ 1,116,814     $       $     $       $  
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

             

CURRENT LIABILITIES:

             

Long term debt, current portion

  $ 5,200     $       $     $       $  

Accounts payable

    23,668              

Accrued expenses

    17,087              

Accrued construction payables

    14,500              

Accrued Michigan building and land purchase

    23,034              

Accrued impact fee expense

                 

Deferred revenue, current portion

    14,156              

Customer deposits

    7,698              

Capital lease obligations, current portion

    3,500              
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total current liabilities

    108,843              

Long-term debt, net

    820,197              

Capital lease obligations

    19,466              

Accrued interest, capital lease obligations

    2,007              

Deferred revenue

    19,535              

Payable to related parties pursuant to tax receivable agreement

                 
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

TOTAL LIABILITIES

    970,048              
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

See accompanying notes to unaudited pro forma consolidated balance sheet.

 

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UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of June 30, 2017 (continued)

 

    Switch, Ltd.
and
Subsidiaries
Actual
    Transaction
Adjustments
        As Adjusted
Before
Offering
    Initial Public
Offering
Adjustments
        Switch, Inc. 
Pro Forma
 
    (in thousands)  

MEMBERS’/STOCKHOLDERS’ EQUITY:

             

Class A common stock, $0.001 par value per share; shares authorized,              shares issued and outstanding on a pro forma basis

                (2)  

Class B common stock, $0.001 par value per share; shares authorized,              shares issued and outstanding on a pro forma basis

          (1),(4)        

Class C common stock, $0.001 par value per share; shares authorized,              shares issued and outstanding on a pro forma basis

          (1),(4)        

Members’ equity

    146,894       (1),(4),(5),(6)        

Additional paid-in capital

          (4),(5)       (2),(3)  

Accumulated other comprehensive loss

    (128     (5)        
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total members’/stockholders’ equity attributable to Switch

    146,766              

Non-controlling interest

          (5)        
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

TOTAL MEMBERS’/STOCKHOLDERS’ EQUITY

    146,766              
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

TOTAL LIABILITIES AND MEMBERS’/STOCKHOLDERS’ EQUITY

  $ 1,116,814     $                        $                      $       $  
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

See accompanying notes to unaudited pro forma consolidated balance sheet.

 

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Notes to Unaudited Pro Forma Consolidated Balance Sheet

 

(1) Reflects the Transactions, including (i) the elimination of existing members’ equity of $146.9 million in consolidation of Switch, Ltd. into the consolidated financial statements of Switch, Inc., (ii) the issuance of shares of Class B common stock to the Non-Founder Members on an assumed one-to-one basis with the number of Common Units they own, for nominal consideration, and (iii) the issuance of Class C common stock to the Founder Members on an assumed one-to-one basis with the number of Common Units they own, for nominal consideration for pro forma presentation only. Upon completion of the Transactions, Switch, Inc. will become the sole manager of Switch, Ltd. Although we will have an indirect minority economic interest in Switch, Ltd., we will have the sole voting interest in, and control the management of, Switch, Ltd. As a result, we will consolidate the financial results of Switch, Ltd. and will report a non-controlling interest related to the Common Units held by the Members on our consolidated balance sheet.

 

(2) Reflects the net effect on cash of the receipt of gross proceeds of $         million from the offering, based on an assumed sale of             shares of Class A common stock at an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus. A $1.00 increase or decrease in the assumed initial public offering price of $         per share would increase or decrease the net proceeds we receive from this offering by approximately $         million, assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same and after deducting offering expenses. Each increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) the amount of our cash, total assets and total members’/stockholders’ equity by approximately $         million, assuming an initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

(3) Deferred costs associated with this offering, including certain legal, accounting and other related costs, have been recorded in other assets on the consolidated balance sheet. Upon completion of this offering, these deferred costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid-in capital.

 

(4) As a C corporation, we will no longer record members’ equity in the consolidated balance sheet. To reflect the C corporation structure of our equity, we will separately present the value of our common stock, additional paid-in capital and retained earnings. The portion of members’ equity associated with additional paid-in capital was estimated as the remainder of capital contributions we have received less amounts attributed to the par value of common stock and the amount allocated to the non-controlling interest (see Note (5)).

 

(5) After the offering and Transactions, Switch, Inc.’s only material asset will be the ownership of     % of the Common Units and sole voting interest in Switch, Ltd., and Switch, Inc.’s only business will be to act as the manager of Switch, Ltd. Therefore, pursuant to ASC 810 Consolidation, we will consolidate the financial results of Switch, Ltd. into our consolidated financial statements. The ownership interests of the Members will be accounted for as a noncontrolling interest in Switch, Inc.’s consolidated financial statements after this offering. Immediately following this offering, the noncontrolling interest of Switch, Ltd. will represent     % of the outstanding Common Units calculated as follows (in thousands):

 

     Units      Percentage  

Interest in Switch, Ltd. held by Switch, Inc.

        %  

Non-controlling interest in Switch, Ltd. held by the Members

        %  
  

 

 

    

 

 

 
        %  
  

 

 

    

 

 

 

 

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Notes to Unaudited Pro Forma Consolidated Balance Sheet—(Continued)

 

If the underwriters were to exercise their option to purchase additional shares of our Class A common stock in full, Switch, Inc. would own         % of the economic interest of Switch, Ltd. and the Members would own the remaining         % of the economic interest of Switch, Ltd.

The adjustment to additional paid-in capital for the acquisition of noncontrolling interest of Switch, Ltd. (see Note (4)) is as follows (in thousands):

 

Switch, Ltd. members’ equity held by the noncontrolling interest holders prior to the offering and Transactions

   $ 146,894  

Less: Pro forma equity attributable to         % noncontrolling interest of Switch, Ltd.

  
  

 

 

 

Adjustment to additional paid-in capital

   $                   
  

 

 

 

 

(6) The total increase in compensation expense we expect to incur following the completion of this offering is presented as an increase and decrease to members’ equity as a result of the following:

 

    $8.3 million of compensation expense to be recognized in connection with the accelerated vesting of the outstanding incentive units in connection with this offering; and

 

    $7.2 million of compensation expense to be recognized in connection with the partial vesting of the incentive units underlying the CEO Award and the President Award described below.

In September 2017, we granted Rob Roy, our Chief Executive Officer, the CEO Award for 7,500,000 incentive units of Switch, Ltd. with a hurdle amount of $11.69 per incentive unit. We also granted Thomas Morton, our President, the President Award for 1,511,572 incentive units of Switch, Ltd. with a hurdle amount of $11.69 per incentive unit. The incentive units underlying the CEO Award and the President Award are estimated to convert into              and              Common Units, respectively in connection with the closing of this offering, assuming an initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus. For each Common Unit received by them, we will issue one share of our Class C common stock to Mr. Roy and one share of our Class B common stock to Mr. Morton. The CEO Award contains a provision that will automatically reduce the number of Common Units subject to the award so that the total Common Units awarded equals 3.0% of all outstanding shares of Switch, Inc. following the closing of this offering and any exercise of the underwriters’ option to purchase additional shares. Each award will be vested as to 40% of the award on the closing of this offering and will subsequently vest as to 2.5% of the award on each of the eight quarterly anniversaries of the closing of this offering and 5% of the award on each quarterly anniversary thereafter, subject to continued service. The Common Units underlying the CEO Award and the President Award that will vest on the closing of this offering are included in the Common Units outstanding as of June 30, 2017. The grant date fair value of CEO Award and the President Award were determined using the Black-Scholes valuation model using the following assumptions:

 

Expected volatility

     29

Risk-free interest rate

     1.35

Expected term (in years)

     2.0  

Dividend rate

     0.57

These adjustments are nonrecurring in nature and, as such, have not been included as adjustments in the unaudited pro forma consolidated statements of income.

 

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2016

 

    Switch, Ltd.
and
Subsidiaries
Actual
    Transaction
Adjustments
        As Adjusted
Before
Offering
    Initial Public
Offering
Adjustments
        Switch, Inc. 
Pro Forma
 
    (in thousands, except per unit/share data)  

Revenue

  $ 318,352     $                        $                      $                        $                   

Cost of revenue

    168,844              
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Gross profit

    149,508              

Selling, general and administrative expense

    71,420       (5)        

Impact fee expense

    27,018              
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Income from operations

    51,070              

Other income (expense):

             

Interest expense

    (10,836     (3)        

Equity in net earnings (losses) of investments

    (10,138            

Impairment of notes receivable

    (2,371            

Gain on lease termination

    2,801              

Other

    842              
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total other income (expense)

    (19,702            
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Income before income tax benefit

    31,368              

Income tax benefit

          (1)        
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Net income

    31,368              

Less: net income attributable to noncontrolling interest

          (2)        
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Net income attributable to Switch, Inc.

  $ 31,368     $       $     $       $  
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Net income per unit/share:

             

Basic

  $ 0.16             (4)   $  
 

 

 

             

 

 

 

Diluted

  $ 0.15               $  
 

 

 

             

 

 

 

Weighted-average number of units/shares outstanding used in computing net income per unit:

             

Basic

    199,047,070              
 

 

 

             

 

 

 

Diluted

    203,461,420              
 

 

 

             

 

 

 

See accompanying notes to unaudited pro forma consolidated statements of income.

 

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

For the Six Months Ended June 30, 2017

 

    Switch, Ltd.
and
Subsidiaries
Actual
    Transaction
Adjustments
        As Adjusted
Before
Offering
    Initial Public
Offering
Adjustments
        Switch, Inc.
Pro Forma
 
    (in thousands, except per unit/share data)  

Revenue

  $ 181,258     $       $                          $                            $                   

Cost of revenue

    93,831              
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Gross profit

    87,427              

Selling, general and administrative expense

    39,447       (5)        
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Income from operations

    47,980              

Other income (expense):

             

Interest expense

    (8,933     (3)        

Equity in net earnings (losses) of investments

    (734            

Loss on extinguishment of debt

    (3,565            

Other

    533              
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total other income (expense)

    (12,699            
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Income before income tax benefit

    35,281              

Income tax benefit

          (1)        
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Net income

    35,281              

Less: net income attributable to noncontrolling interest

          (2)        
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Net income attributable to Switch, Inc.

  $ 35,281     $                            $     $       $  
 

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Net income per unit/share:

             

Basic

  $ 0.18             (4)   $  
 

 

 

             

 

 

 

Diluted

  $ 0.17               $  
 

 

 

             

 

 

 

Weighted-average number of units/shares used in computing net income per unit/share:

             

Basic

    200,247,223              
 

 

 

             

 

 

 

Diluted

    206,604,612              
 

 

 

             

 

 

 

See accompanying notes to unaudited pro forma consolidated statements of income.

 

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Notes to Unaudited Pro Forma Consolidated Statements of Income

 

(1) Following the offering and the Transactions, Switch, Inc. will be subject to U.S. federal income taxes. In addition to state and local taxes, with respect to its allocable share of any net taxable income of Switch, Ltd. As a result, the pro forma statements of income reflects an adjustment to provide for corporate income taxes at our estimated effective rate of          and          for the periods ended December 31, 2016 and June 30, 2017, respectively, which includes provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction. The operations of Switch, Ltd. are primarily conducted in the state of Nevada, which does not have a corporate level income tax.

The Company recognized an income tax benefit on its share of pre-tax book income, exclusive of the non-controlling interest of $         million and $         million for the periods ended December 31, 2016 and June 30, 2017, respectively.

The provision for income taxes from operations differs from the amount of income tax computed by applying the applicable U.S. statutory federal income tax rate to income before provision for income taxes as follows:

 

     December 31, 2016  

Federal statutory rate

  

Rate benefit from flow-through entity

  

Partnership outside basis difference

  

Other

  
  

 

 

 

Pro forma effective tax rate

  
  

 

 

 

Tax rules generally require that pre-transaction built-in-gains are allocated back to the historical limited liability company members. Our effective tax rate includes a rate benefit attributable to the fact that, after the Transactions, approximately     % of Switch, Inc.’s earnings will not be subject to corporate level taxes as the applicable income tax expense will be incurred by, and be the obligation of, the members of Switch, Ltd. holding the non-controlling interests. Thus, the pro forma effective tax rate on the portion of income attributable to Switch, Inc. is expected to be          and          for the periods ended December 31, 2016 and June 30, 2017, respectively.

 

(2) After the offering and the Transactions, Switch, Inc. will become the manager of Switch, Ltd. and will have a minority economic interest in Switch, Ltd. but will have 100% of the voting power and control the management of Switch, Ltd. Immediately following the offering, the noncontrolling interest, representing the Members of Switch, Ltd. other than Switch, Inc., will be     %. Net income attributable to the noncontrolling interest holders of Switch, Inc. represents     % of income before provision for income taxes, as well as net income attributable to noncontrolling interest holders of Switch, Ltd.

 

(3) Reflects increase in interest expense of $6.8 million for the year ended December 31, 2016 and $3.4 million for the six months ended June 30, 2017 assuming the $173.4 million in borrowings from the amended and restated credit agreement incurred in connection with the distribution that was paid in June 2017 to Members as if such borrowing had occurred on January 1, 2016. The amended and restated credit agreement bears interest at a rate of 3.94% per annum, which is the weighted-average interest rate applicable on the date the amended and restated credit agreement was closed. A change in the interest rate of 0.125% would increase or decrease total interest expense by approximately $217,000 for the year ended December 31, 2016 and $108,000 for the six months ended June 30, 2017.

 

(4)

Pro forma basic income per share is computed by dividing the net income available to Class A common stockholders by the weighted-average of shares of Class A common stock outstanding during the period. Pro forma diluted net income per share is computed by adjusting the net

 

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  income available to Class A common stockholders and the weighted-average of shares of Class A common stock outstanding to give effect to potentially dilutive securities. Shares of Class B and Class C common stock do not participate in earnings of Switch, Inc. As a result, the shares of Class B and Class C common stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of computing pro forma net income per share.

On June 30, 2017, Switch, Ltd. paid a distribution in the amount of approximately $173.4 million to the Members, comprised of $100.0 million to the Members in accordance with their percentage interests and $73.4 million to certain Members with unreturned capital contributions as required by Switch, Ltd.’s operating agreement. The distribution was funded with borrowings under Switch, Ltd.’s amended and restated credit facilities. Distributions declared in the year preceding an initial public offering are deemed to be in contemplation of the offering with the intention of repayment out of offering proceeds to the extent that the dividends exceeded earnings during such period. This distribution is significant relative to the reported equity as of June 30, 2017 and is in excess of our earnings of $31.4 million and $31.4 million for the year ended December 31, 2016 and for the twelve months ended June 30, 2017, respectively. Earnings for the twelve-month period ended June 30, 2017 consists of (i) net income for the six months ended June 30, 2017 of $35.3 million and (ii) net loss for the six months ended December 31, 2016 of $3.9 million. The supplemental pro forma information has been computed to give effect to the number of shares whose proceeds would be necessary to pay the distribution to Members made during the six months ended June 30, 2017, but only to the extent the aggregate amount of the distribution exceeded our earnings for the preceding twelve-month period. The computations of the supplemental pro forma weighted average shares outstanding and net income per share are set forth below.

 

     Year Ended
December 31,
2016
     Six Months
Ended June 30,
2017
 

Supplemental Pro Forma Net Income per Share:

     

Numerator

     

Net income

   $ 31,368      $ 35,281  
  

 

 

    

 

 

 

Denominator

     

Distribution made to members in June 2017

   $ 173,400      $ 173,400  

Less: Earnings from the preceding 12-month period

     (31,368      (31,436
  

 

 

    

 

 

 

Excess of distribution over earnings

     142,032        141,964  

Divided by: the initial public offering price

   $      $  
  

 

 

    

 

 

 

Number of shares whose proceeds would be necessary to pay the distribution

     
  

 

 

    

 

 

 

Basic and diluted net income per share

   $      $  
  

 

 

    

 

 

 

As Switch, Inc. has no potentially dilutive securities, the supplemental pro forma basic and diluted net income per share amounts are the same.

 

(5) Reflects increase in stock compensation expense related to the CEO Award and the President Award, as described in Note (6) to the unaudited pro forma consolidated balance sheet as of June 30, 2017, of $2.7 million for the year ended December 31, 2016 and $1.3 million for the six months ended June 30, 2017. The adjustment reflects the estimated straight-line expense for the 60% portion of the CEO Award and the President Award that is recurring in nature that we would have incurred during the periods presented assuming the initial public offering had occurred on January 1, 2016.

 

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The estimated stock compensation expense related to the 40% of the CEO Award and the President Award that will be immediately vested upon the closing of this offering is $7.2 million, based on the estimated grant date fair value of these awards. This adjustment is nonrecurring in nature and, as such, has not been included as adjustments in the unaudited pro forma consolidated statements of income.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected Historical Consolidated Financial and Other Data” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in “Risk Factors” included elsewhere in this prospectus.

Overview

We are a technology infrastructure company powering the sustainable growth of the connected world and the Internet of Everything. Using our technology platform, we provide solutions to help enable that growth. Our advanced data centers are the center of our platform and provide power densities that exceed industry averages with efficient cooling, while being powered by 100% renewable energy. These hyperscale data centers address the growing challenges facing the data center industry. Our critical infrastructure components in our data centers are purpose-built to satisfy customers’ needs, drive efficiency and enable the deployment of highly advanced computing technologies.

We presently own and operate three primary campus locations, called Primes, which encompass ten colocation facilities with an aggregate of up to 4.0 million gross square feet, or GSF, of space. Our Primes consist of The Core Campus in Las Vegas, Nevada; The Citadel Campus near Reno, Nevada; and The Pyramid Campus in Grand Rapids, Michigan. In addition, we recently announced our plan to develop a fourth Prime, The Keep Campus, in Atlanta, Georgia. In addition to our Primes, we hold a 50% ownership interest in SUPERNAP International, S.A., or SUPERNAP International, which has deployed facilities in Italy and Thailand. We have accounted for this ownership interest under the equity method of accounting.

We currently have more than 800 customers, including some of the world’s largest technology and digital media companies, cloud and managed service providers, financial institutions and telecommunications providers. Our business is based on a recurring revenue model comprised of (1) colocation, which includes the licensing of cabinet space and power; and (2) connectivity services. We consider these services recurring because our customers are generally billed on a fixed and recurring basis each month for the duration of their contract. We derive more than 95% of our revenue from recurring revenue streams and we expect to continue to do so for the foreseeable future. For the years ended December 31, 2015 and 2016 and the six months ended June 30, 2016 and 2017, our largest customer, eBay, Inc., and its affiliates accounted for 14.1%, 13.3%, 12.7% and 9.6%, respectively, of our revenue.

Our non-recurring revenue is primarily comprised of installation services related to a customer’s initial deployment. These services are non-recurring because they are billed typically once, upon completion of the installation.

We have achieved significant growth in our business and have a track record of strong financial performance. On an annual basis, our revenue has grown from $166.8 million in 2013 to $318.4 million in 2016, representing a compounded annual growth rate, or CAGR, of 24.0%. We generated net income of $73.5 million and $31.4 million during the years ended December 31, 2015 and 2016, respectively, and $35.2 million and $35.3 million during the six months ended June 30, 2016 and 2017, respectively. Our net income for the year ended December 31, 2016 included a nonrecurring charge of

 

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$27.0 million related to our becoming an unbundled purchaser of energy in Nevada. In 2015 and 2016, we generated Adjusted EBITDA of $141.9 million and $153.2 million, respectively, representing an Adjusted EBITDA margin of 53.4% and 48.1%, respectively. During the six months ended June 30, 2016 and 2017, we generated Adjusted EBITDA of $77.6 million and $93.9 million, respectively, representing an Adjusted EBITDA margin of 50.1% and 51.8%, respectively.

Factors that May Influence Future Results of Operations

Market and Economic Conditions. We are affected by general business and economic conditions in the United States and globally. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets and broad trends in industry and finance, all of which are beyond our control. Macroeconomic conditions that affect the economy and the economic outlook of the United States and the rest of the world could adversely affect our customers and vendors, which could adversely affect our results of operations and financial condition.

Growth and Expansion Activities. Our future revenue growth will depend on our ability to maintain our existing revenue base while expanding and increasing utilization at our existing and developing Prime Campus locations. Our existing Prime Campus locations currently encompass ten data centers with an aggregate of 4.0 million GSF of space and up to 415 MW of power. As of June 30, 2017, the utilization rates at these Prime Campuses, based on available cabinets, were approximately 83%, 15% and 15% at The Core Campus, The Citadel Campus and The Pyramid Campus, respectively. Additionally, each of our existing Primes has room for further expansion, and we have designs to add up to 5.9 million GSF of additional space to The Citadel Campus and 940,000 GSF of additional space to The Pyramid Campus. We may be unable to attract customers to our data centers or retain them for a number of reasons, including if we fail to provide competitive pricing terms, provide space that is deemed to be inferior to that of our competitors or are unable to provide services that our existing and potential customers desire.

Cost of Power. We are a large consumer of power, and power costs account for a significant portion of our cost of revenue. We require power supply to provide many services we offer, such as powering and cooling our customers’ IT equipment and operating critical data center plant and equipment infrastructure. Pursuant to our service agreements, we provide our customers with a committed level of power supply availability. Additionally, we have committed to operating our data centers with 100% clean and renewable energy. We may lose customers or our customers may reduce the services purchased from us due to increased power costs and limited availability of power resources, including clean and renewable energy, or our brand or reputation could be adversely affected if we are unable to provide 100% clean and renewable energy.

Capital Expenditures. Our growth and expansion initiatives require significant capital. The costs of constructing, developing, operating and maintaining data centers and growing our operations are substantial. While we strive to match the growth of our facilities to the demand for services, we still must spend significant amounts before we receive any revenue. If we are unable to generate sufficient capital to meet our anticipated capital requirements, our growth could slow and operations could be adversely affected. Our maintenance capital expenditures were $8.6 million and $5.1 million for the years ended December 31, 2015 and 2016 and $3.9 million and $2.6 million for the six months ended June 30, 2016 and 2017, respectively.

Growth in Customers. Our results of operations could be significantly affected by the growth or reduction of our customer base. We have over 800 customers, including some of the world’s largest technology and digital media companies, cloud and managed service providers, financial institutions

 

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and telecommunications providers. We believe we have significant opportunity to both grow penetration of our existing customers as well as attract new customers. Our ability to attract new customers depends on a number of factors, including our ability to offer high quality services at competitive prices and the capability of our marketing and sales team to attract new customers. Additionally, a significant portion of our revenue is highly dependent on our top 10 customers and the loss of these customers or any significant decrease in their business could adversely affect our results of operations.

Key Metrics and Non-GAAP Financial Measures

We monitor the following unaudited key metrics and non-GAAP financial measures to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions.

 

     Years Ended
December 31,
    Six Months Ended
June 30,
 
     2015     2016     2016     2017  
     (dollars in thousands)  

Recurring revenue

   $ 258,736     $ 308,200     $ 148,456     $ 177,213  

Capital expenditures

   $ 190,113     $ 287,097     $ 101,614     $ 219,916  

Customers

     661       773       733       808  

Adjusted EBITDA

   $ 141,936     $ 153,173     $ 77,613     $ 93,881  

Adjusted EBITDA margin

     53.4     48.1     50.1     51.8

Recurring Revenue

We calculate recurring revenue as contractual revenue under signed contracts calculated in accordance with GAAP for the applicable period. Recurring revenue does not include any installation or other one-time revenue, which would be classified as non-recurring revenue. Management uses recurring revenue as a supplemental performance measure because it provides a useful measure of increases in contractual revenue from our customers and provides a baseline revenue measure on which to plan expenses.

The following table sets forth a reconciliation of recurring revenue to total revenue for the periods presented.

 

     Years Ended
December 31,
     Six Months Ended
June 30,
 
     2015      2016      2016      2017  
     (in thousands)  

Recurring revenue

   $ 258,736      $ 308,200      $ 148,456      $ 177,213  

Non-recurring revenue

     7,134        10,152        6,342        4,045  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenue

   $ 265,870      $ 318,352      $ 154,798      $ 181,258  
  

 

 

    

 

 

    

 

 

    

 

 

 

Capital Expenditures

We define capital expenditures as cash purchases of property and equipment during a particular period. We believe that capital expenditures is a useful metric because it provides information regarding the growth of our technology infrastructure platform and the potential to expand our services and add new customers.

 

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Customers

We believe that the number of customers is a key metric because our ability to attract new customers and grow our customer base helps drive our success and is an important contributor to the growth in our revenue.

We define the number of customers at the end of any particular period as the number of parties or organizations that have entered into a contract with us for which the term has not ended. Each party, such as a company, an educational or government institution, or a distinct business unit of a large company, with which we have entered into a contract is considered to be a unique customer, which may result in more than one customer within a single organization.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA as net income adjusted for interest expense, interest income, income taxes, depreciation and amortization and for specific and defined supplemental adjustments to exclude (i) non-cash equity-based compensation expense; (ii) equity in net earnings (losses) of investments; and (iii) certain other items that we believe are not indicative of our core operating performance, such as the impact fee expense related to our application to become an unbundled purchaser of energy in Nevada and other gains and losses. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.

See “Selected Historical Consolidated Financial and Other Data—Key Metrics and Non-GAAP Financial Measures” for information regarding the limitations of using Adjusted EBITDA and Adjusted EBITDA margin as financial measures.

The following tables set forth reconciliations of our net income to Adjusted EBITDA for the periods presented:

 

     Years Ended
December 31,
    Six Months Ended
June 30,
 
     2015     2016     2016      2017  
     (in thousands)               

Adjusted EBITDA:

         

Net income

   $ 73,472     $ 31,368     $ 35,214      $ 35,281  

Interest expense

     7,682       10,836       4,577        8,933  

Interest income(1)

     (260     (332     46        (19

Depreciation and amortization

     55,355       66,591       31,135        41,786  

Loss on disposal of property and equipment

     1,307       1,994       399        37  

Impact fee expense

           27,018               

Equity-based compensation

     5,237       5,935       3,688        3,564  

Equity in (net earnings) losses of investments

     (821     10,138       2,554        734  

Loss on extinguishment of debt

     212                    3,565  

Gain on sale of asset

     (248                   

Gain on lease termination

           (2,801             

Impairment of notes receivable and interest receivable(2)

           2,426               
  

 

 

   

 

 

   

 

 

    

 

 

 

Adjusted EBITDA

   $ 141,936     $ 153,173     $ 77,613      $ 93,881  
  

 

 

   

 

 

   

 

 

    

 

 

 

 

(1)  Interest income is included in the “Other” line of other income (expense) in our consolidated statements of comprehensive income.
(2)  The write-off of interest income receivable pertaining to our notes receivable with Planet3, Inc. is included in the selling, general and administrative expense line in our consolidated statements of comprehensive income.

 

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Components of Results of Operations

Revenue

We derive more than 95% of our revenue from recurring revenue streams, consisting primarily of (1) colocation, which includes the licensing of cabinet space and power; and (2) connectivity services, which includes cross-connects, broadband services and external connectivity. The remainder of our revenue is from non-recurring revenue streams, which primarily includes installation and contract settlements. Based on the current growth stage of our business, we expect increases in revenue to be driven primarily by increases in volume, rather than changes in the prices we charge to our customers.

Revenue from recurring revenue streams is generally billed monthly and recognized ratably over the period to which the service relates. Contracts with our customers generally have terms of three to five years. Non-recurring installation fees, although generally paid in a lump sum upon installation, are deferred and recognized ratably over the expected life of the installation, which was 89 months, 73 months and 73 months as of December 31, 2015 and 2016 and June 30, 2017, respectively. Revenue from connectivity services is recognized on a gross basis, primarily because we act as the principal in the transactions, take title to services and bear credit risk. Revenue from contract settlements, which result when a customer wishes to terminate their contract early, is recognized when no remaining performance obligations exist, to the extent that the revenue has not previously been recognized.

Cost of Revenue

Cost of revenue consists primarily of depreciation and amortization expense, expenses associated with the operations of our facilities, including electricity and other utility costs and repairs and maintenance, data center employees’ salaries and benefits, including equity-based compensation, connectivity costs, and rental payments related to our leased buildings and land used in data center operations. A substantial majority of our cost of revenue is fixed in nature and may not vary significantly from period to period, unless we expand our existing data centers or open new data centers. However, there are certain costs that are considered more variable in nature, including utilities and supplies that are directly related to growth in our existing and new customer base. We expect the cost of our utilities, specifically electricity, to decrease initially as we become an unbundled purchaser of energy in Nevada, and are able to purchase energy from the open market. The largest portion of our utility costs are fixed and a smaller portion is variable with market conditions.

Gross Profit and Gross Margin

Gross profit, or revenue less cost of revenue, and gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by various factors, including customer growth, the expansion of our existing data centers or opening of new data centers, and the cost of our utilities, specifically electricity. Our gross margin may fluctuate from period to period depending on the interplay of these factors.

Operating Expenses

Selling, General and Administrative Expense

Selling, general and administrative expenses consist primarily of salaries and related expenses, including equity-based compensation, accounting, legal and other professional service fees, real estate and personal property taxes, rental payments related to our corporate office lease, marketing and selling expenses, including sponsorships, commissions paid to partners, travel, depreciation and amortization expense, insurance, and other facility and employee related costs. This expense

 

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classification may not be comparable to those of other companies. We expect to incur additional selling, general and administrative expenses as we continue to scale our operations to invest in sales and marketing initiatives to further increase our revenue and support our growth. Following the completion of this offering, we also expect to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the Securities and Exchange Commission and those of any national securities exchange on which our securities are traded, additional insurance expenses, investor relations activities and other administrative and professional services. As a result, we expect that our selling, general and administrative expense will increase in absolute dollars but may fluctuate as a percentage of our revenue from period to period.

Impact Fee Expense

In September 2016, we filed an application with the Public Utilities Commission of Nevada, or PUCN, to become an unbundled purchaser of energy, capacity and ancillary services in Nevada from a new provider of electric resources. The application was approved in December 2016 and we elected to pay the impact fee to NV Energy, our former energy provider, of $27.0 million in a lump sum by the earlier of August 1, 2017 or the date by which we are able to secure all necessary rights and contracts, including our Network Integration Transmission Service agreements with NV Energy and other compliance items. As there was no future economic benefit to us from the impact fee, it was recognized as an expense in December 2016. The impact fee was paid in May 2017. We do not expect to incur a similar fee in future periods.

Other Income (Expense) Items

Interest Expense

Interest expense consists primarily of interest on our credit facilities and amortization of debt issuance costs.

Equity in Net Earnings (Losses) of Investments

Equity in net earnings (losses) of investments primarily consists of our share of results of operations from our equity method investments, including foreign currency adjustments. We currently hold two investments, SUPERNAP International and Planet3, Inc., or Planet3. Our investments in SUPERNAP International and Planet3 were accounted for under the equity method of accounting through March 31, 2017 and December 31, 2016, respectively, and our share of their results of operations are included within equity in net earnings (losses) of investments for each applicable period presented. As of June 30, 2017, the carrying value of our investment in SUPERNAP International was reduced to zero as a result of recording our share of its losses. Our earnings (losses) will continue to include the foreign currency adjustments in our investment. As of December 31, 2016, we determined an other than temporary loss in the value of our investment in Planet3 had occurred, and we therefore fully impaired its carrying value. Accordingly, we discontinued the equity method of accounting for our investments in SUPERNAP International and Planet3 as of June 30, 2017 and December 31, 2016, respectively, and will not provide for additional losses until our share of future net income, if any, equals the share of net losses not recognized during the period the equity method was suspended.

Other

Other (expense) income items primarily consist of other items that have impacted our results of operations such as loss on extinguishment of debt resulting from termination and full repayment of previously held debt obligations, impairment of notes receivable and gains and losses resulting from other transactions.

 

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Results of Operations

The following table sets forth our results of operations for the periods indicated:

 

     Years Ended
December 31,
    Six Months Ended
June 30,
 
     2015     2016     2016     2017  
    

(in thousands)

 
           (unaudited)  

Consolidated Statements of Income Data:

      

Revenue

   $ 265,870     $ 318,352     $ 154,798     $ 181,258  

Cost of revenue

     141,060       168,844       78,360       93,831  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     124,810       149,508       76,438       87,427  

Operating expenses:

        

Selling, general and administrative expense

     45,251       71,420       34,283       39,447  

Impact fee expense

           27,018              
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     79,559       51,070       42,155       47,980  

Other income (expense):

        

Interest expense

     (7,682     (10,836     (4,577     (8,933

Equity in net earnings (losses) of investments

     821       (10,138     (2,554     (734

Loss on extinguishment of debt

     (212                 (3,565

Gain on sale of asset

     248                    

Impairment of notes receivable

           (2,371            

Gain on lease termination

           2,801              

Other

     738       842       190       533  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

     (6,087     (19,702     (6,941     (12,699
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 73,472     $ 31,368     $ 35,214     $ 35,281  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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The following table sets forth the consolidated statements of income data for each of the periods presented as a percentage of revenue. Amounts may not sum due to rounding.

 

     Years Ended
December 31,
    Six Months Ended
June 30,
 
     2015     2016     2016     2017  

Consolidated Statements of Income, as a percentage of revenue:

      

Revenue

     100     100     100     100

Cost of revenue

     53       53       51       52  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     47       47       49       48  

Operating expenses:

        

Selling, general and administrative expense

     17       22       22       22  

Impact fee expense

           8              
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     30       16       27       26  

Other income (expense):

        

Interest expense

     (3     (3     (3     (5

Equity in net earnings (losses) of investments

           (3     (2      

Loss on extinguishment of debt

                       (2

Gain on sale of asset

                        

Impairment of notes receivable

           (1            

Gain on lease termination

           1              

Other

                        
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

     (2     (6     (4     (7
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     28     10     23     19
  

 

 

   

 

 

   

 

 

   

 

 

 

Comparison of the Six Months Ended June 30, 2016 and 2017

Revenue

 

     Six Months Ended
June 30,
     Change  
     2016      2017      Amount      %  
     (In thousands, except percentage)  

Revenue

   $ 154,798      $ 181,258      $ 26,460        17

Revenue increased by $26.5 million, or 17%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. The increase in revenue was primarily attributable to a $20.9 million increase in colocation revenue and a $4.9 million increase in connectivity revenue, which resulted from increased sales as we expanded the facilities in The Core Campus throughout 2016 and opened the first facilities in The Pyramid Campus and The Citadel Campus in June 2016 and November 2016, respectively.

Cost of Revenue and Gross Margin

 

     Six Months Ended
June 30,
    Change  
     2016     2017     Amount      %  
     (In thousands, except percentages)  

Cost of revenue

   $ 78,360     $ 93,831     $ 15,471        20

Gross margin

     49     48     

 

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Cost of revenue increased by $15.5 million, or 20%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. The increase was attributable to a $10.2 million increase in depreciation and amortization costs, a $3.2 million increase in facilities costs associated with increased power usage and a $1.9 million increase in connectivity costs, largely resulting from the buildout and expansion of The Core Campus, The Citadel Campus and The Pyramid Campus. Gross margin remained consistent for the six months ended June 30, 2017, compared to the six months ended June 30, 2016.

Selling, General and Administrative Expense

 

     Six Months Ended
June 30,
     Change  
     2016      2017      Amount      %  
     (In thousands, except percentage)  

Selling, general and administrative expense

   $ 34,283      $ 39,447      $ 5,164        15

Selling, general and administrative expense increased by $5.2 million, or 15%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. The increase was attributable to a $2.5 million increase in salaries and related expenses predominantly due to an increase in headcount, a $2.1 million increase in professional service fees for legal and accounting services and a $0.5 million increase in taxes.

Other Income (Expense)

 

     Six Months Ended
June 30,
    Change  
     2016     2017     Amount     %  
     (In thousands, except percentages)  

Other income (expense):

        

Interest expense

   $ (4,577   $ (8,933   $ (4,356     95

Equity in net earnings (losses) of investments

     (2,554     (734     1,820       (71

Loss on extinguishment of debt

           (3,565     (3,565     NM  

Other

     190       533       343       NM  

 

NM – Not meaningful

Interest Expense

Interest expense increased by $4.4 million to $8.9 million for the six months ended June 30, 2017, compared to $4.6 million for the six months ended June 30, 2016. The change was primarily driven by an increase in our outstanding long-term debt from $356.7 million as of June 30, 2016 to $825.4 million as of June 30, 2017.

Equity in Net Earnings (Losses) of Investments

Equity in net earnings (losses) of investments was $0.7 million in net losses for the six months ended June 30, 2017, compared to $2.6 million of net losses for the six months ended June 30, 2016. The net losses of $0.7 million for the six months ended June 30, 2017 are related to the financial performance of our equity method investment in SUPERNAP International through March 31, 2017 and foreign currency adjustments. As of December 31, 2016, we determined an other than temporary loss in the value of our investment in Planet3 had occurred, and we therefore fully impaired its carrying value. Accordingly, we discontinued the equity method of accounting for our investment in Planet3 as of December 31, 2016 and will not provide for additional losses until our share of future net income, if

 

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any, equals the share of net losses not recognized during the period the equity method was suspended. We recognized our share of net losses related to our equity method investments in SUPERNAP International and Planet3 of $0.9 million and $1.6 million, respectively, during the six months ended June 30, 2016 due to the financial performance of these two entities.

Loss on extinguishment of debt

Loss on extinguishment of debt of $3.6 million for the six months ended June 30, 2017 related to the refinancing of our 2015 Credit Agreement and closing of our 2017 Credit Agreement on June 27, 2017. The loss was comprised of the write-off of previously unamortized debt issuance costs of $2.1 million and lender fees of $1.5 million. There was no such extinguishment of debt during the six months ended June 30, 2016.

Comparison of the Years Ended December 31, 2015 and 2016

Revenue

 

     Years Ended
December 31,
     Change  
     2015      2016      Amount      %  
     (in thousands, except percentage)  

Revenue

   $ 265,870      $ 318,352      $ 52,482        20

Revenue increased by $52.5 million, or 20%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. The increase in revenue was primarily attributable to a $42.6 million increase in colocation revenue and an $8.2 million increase in connectivity revenue, which resulted from increased sales as we expanded The Core Campus throughout 2015 and 2016 and opened our first facilities in each of The Pyramid Campus and The Citadel Campus in 2016.

Cost of Revenue and Gross Margin

 

     Years Ended
December 31,
    Change  
     2015     2016     Amount      %  
     (in thousands, except percentages)  

Cost of revenue

   $ 141,060     $ 168,844     $ 27,784        20

Gross margin

     47     47     

Cost of revenue increased by $27.8 million, or 20%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. The increase resulted from a $10.5 million increase in depreciation and amortization costs attributable to the buildout and expansions of The Core Campus, The Pyramid Campus and The Citadel Campus, a $7.7 million increase in direct labor costs from an increase in headcount and a $7.0 million increase in connectivity costs resulting from our growth in operations. In addition, there was a $2.0 million increase in facilities costs and a $0.5 million increase in rent expense primarily due to The Pyramid Campus data center going into service in June 2016. Gross margin remained constant for the year ended December 31, 2016, compared to the year ended December 31, 2015.

 

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Operating Expenses

 

     Years Ended
December 31,
     Change  
     2015      2016      Amount      %  
     (in thousands, except percentages)  

Selling, general and administrative expense

   $ 45,251      $ 71,420      $ 26,169        58

Impact fee expense

            27,018        27,018        NM  
  

 

 

    

 

 

    

 

 

    

Total operating expenses

   $ 45,251      $ 98,438      $ 53,187        118
  

 

 

    

 

 

    

 

 

    

 

NM – Not meaningful

Selling, General and Administrative

Selling, general and administrative expense increased by $26.2 million, or 58%, for the year ended December 31, 2016, compared to the year ended December 31, 2015. The increase was primarily attributable to an $11.4 million increase in salaries and related expenses, primarily due to an increase in headcount. In addition, there were increases in costs due to the expansions of The Citadel Campus and The Pyramid Campus prior to their openings that are not attributable to cost of revenue, including a $3.8 million increase in rent expense and a $1.3 million increase in taxes. The increase in selling, general and administrative expense is also attributable to a $2.6 million increase in expenses relating to employee meals and training costs due to the increase in headcount, a $2.3 million increase in marketing and selling costs related to sponsorships at various events, a $1.3 million increase in commissions paid to partners due to increased customer referral activity, a $1.4 million increase in depreciation expense, a $1.1 million increase in legal and accounting services and a $1.0 million increase in travel expenses related to the construction projects for The Citadel Campus and The Pyramid Campus.

Impact Fee Expense

Impact fee expense was $27.0 million for the year ended December 31, 2016, compared to zero for the year ended December 31, 2015. We filed an application with the PUCN to become an unbundled purchaser of energy, capacity and ancillary services from a new provider of electric resources, which was approved in December 2016. There was no such activity in 2015.

Other Income (Expense)

 

     Years Ended
December 31,
    Change  
     2015     2016     Amount     %  
     (in thousands, except percentages)  

Other income (expense):

        

Interest expense

   $ (7,682   $ (10,836   $ (3,154     41

Equity in net earnings (losses) of investments

     821       (10,138     (10,959     NM  

Loss on extinguishment of debt

     (212           212       NM  

Gain on sale of asset

     248             (248     NM  

Impairment of notes receivable

           (2,371     (2,371     NM  

Gain on lease termination

           2,801       2,801       NM  

Other

     738       842       104       14  

 

NM – Not meaningful

 

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Interest Expense

Interest expense increased by $3.2 million to $10.8 million for the year ended December 31, 2016, compared to $7.7 million for the year ended December 31, 2015. The change was primarily driven by an increase in our outstanding long-term debt from $292.5 million as of December 31, 2015 to $472.1 million as of December 31, 2016.

Equity in Net Earnings (Losses) of Investments

Equity in net earnings (losses) of investments was net losses of $10.1 million for the year ended December 31, 2016, compared to net earnings of $0.8 million for the year ended December 31, 2015. The change was due to the financial performance of SUPERNAP International and Planet3, our equity method investments in which we share in the losses and earnings of these entities. During 2015, SUPERNAP International recognized $10.0 million in revenue under a license agreement with a Thailand joint venture. During 2016, both of our equity method investment entities incurred net losses and in addition, we recorded an impairment for the full carrying value of our investment in Planet3 of $4.4 million.

Loss on Extinguishment of Debt

Loss on extinguishment of debt of $0.2 million for the year ended December 31, 2015 related to the May 2015 termination and full repayment of our previous credit facilities. There was no such extinguishment of debt in 2016.

Gain on Sale of Asset

Gain on sale of asset of $0.2 million for the year ended December 31, 2015 related to a gain on the sale of land owned by one of our wholly owned subsidiaries. There was no such gain in 2016.

Impairment of Notes Receivable

Impairment of notes receivable was $2.4 million for the year ended December 31, 2016 due to a full impairment in 2016 of the carrying value of notes receivable from Planet3. There was no such impairment in 2015.

Gain on Lease Termination

Gain on lease termination was $2.8 million for the year ended December 31, 2016 related to a gain in 2016 resulting from the termination of a customer’s lease of land for the development of office space on The Citadel Campus. There was no such activity in 2015.

 

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Quarterly Results of Operations

The following tables set forth our unaudited quarterly consolidated statements of income data for each of the quarters indicated, as well as the percentage that each line item represents of our revenue for each quarter presented. The information for each quarter has been prepared on a basis consistent with our audited consolidated financial statements included in this prospectus, and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the financial information contained in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data should be read in conjunction with our audited consolidated financial statements included in this prospectus.

 

    Three Months Ended  
    Mar. 31,
2015
    June 30,
2015
    Sept. 30,
2015
    Dec. 31,
2015
    Mar. 31,
2016
    June 30,
2016
    Sept. 30,
2016
    Dec. 31,
2016
    Mar. 31,
2017
    June 30,
2017
 
    (in thousands)  

Consolidated Statements of Income:

                   

Revenue

  $ 60,919     $ 64,314     $ 67,794     $ 72,843     $ 73,966     $ 80,832     $ 81,666     $ 81,888     $ 89,157     $ 92,101  

Cost of revenue

    31,421       35,394       39,045       35,200       37,376       40,984       47,029       43,455       45,375       48,456