GDS Announces Pricing of Public Offering of ADSs
SHANGHAI, China, Could 27, 2025 (GLOBE NEWSWIRE) — GDS Holdings Restricted (“GDS Holdings”, “GDS” or the “Firm”) (NASDAQ: GDS; HKEX: 9698), a number one developer and operator of high-performance information facilities in China, at this time introduced the pricing of its beforehand introduced underwritten registered public providing of 5,200,000 American Depositary Shares (“ADSs”), every representing eight Class A strange shares, par worth US$0.00005 per share (the “Main ADSs Providing”), at a public providing value of US$24.50 per ADS (the “Main ADSs Providing Worth”). The underwriters have been granted a 30-day choice to buy as much as 780,000 further ADSs. The providing is predicted to shut on Could 30, 2025, topic to customary closing circumstances.
GDS estimates that the online proceeds from the Main ADSs Providing shall be roughly $123.0 million, after deducting the underwriters’ low cost and estimated providing bills (or roughly $141.6 million if underwriters train in full their choice to buy further ADSs). The Firm will obtain the entire web proceeds from the Main ADSs Providing and plans to make use of such web proceeds for normal company functions, working capital wants and the refinancing of its current indebtedness, together with potential future negotiated repurchases, or redemption upon train of the investor put proper, of its convertible bonds due 2029.
The Firm additionally introduced at this time by separate press launch the pricing of an providing (the “Notes Providing”) of two.25% convertible senior notes in an combination principal quantity of US$500 million due 2032 (the “Notes”) in a personal providing to individuals fairly believed to be certified institutional consumers pursuant to Rule 144A below the Securities Act of 1933, as amended (the “Securities Act”), which providing dimension was upsized from $450 million combination principal quantity. The Firm has granted the preliminary purchasers within the Notes Providing an choice to buy as much as a further US$50 million in combination principal quantity of the Notes, exercisable for settlement inside a 13-day interval, starting on, and together with, the primary date on which the Notes are issued.
The Firm additionally introduced at this time by separate press launch the pricing of a separate registered public providing (the “Delta Placement of Borrowed ADSs”) of 6,000,000 ADSs (the “Borrowed ADSs”), at a public providing value of US$24.50 (which is similar public providing value because the Main ADSs Providing Worth), that the Firm will lend to an affiliate (the “ADS Borrower”) of an preliminary purchaser within the Notes Providing to be able to facilitate the privately negotiated spinoff transactions entered into by some holders of the Notes for functions of hedging their funding within the Notes. The Firm has additionally entered into an ADS lending settlement (the “ADS Lending Settlement”) with an affiliate of the preliminary purchaser of the Notes Providing (such affiliate being the “ADS Borrower”), pursuant to which the Firm will lend the Borrowed ADSs to the ADS Borrower. The ADS Borrower or its affiliate will obtain the entire proceeds from the sale of the Borrowed ADSs and the Firm is not going to obtain any of these proceeds, however the ADS Borrower pays the Firm a nominal lending charge for the usage of these ADSs pursuant to the ADS Lending Settlement. The exercise described above may have an effect on the market value of the Firm’s ADSs in any other case prevailing at the moment.
Nothing contained herein shall represent a proposal to promote or the solicitation of a proposal to purchase any securities, together with the Main ADSs, the Notes or the Borrowed ADSs, nor shall there be any supply or sale of the securities in any state or jurisdiction wherein such supply, solicitation or sale can be illegal. The Main ADSs Providing and the Delta Placement of Borrowed ADSs are being made solely by the use of separate prospectus dietary supplements and accompanying prospectuses pursuant to an efficient registration assertion filed with the U.S. Securities and Alternate Fee (the “SEC”). The closing of every of the Main ADSs Providing, the Notes Providing and the Delta Placement of Borrowed ADSs is conditioned upon the closing of every of the opposite choices and vice versa. If any of the three choices should not consummated, the ADS mortgage transaction below the ADS Lending Settlement will terminate and the entire Borrowed ADSs should be returned to GDS.
J.P. Morgan, BofA Securities, Morgan Stanley and UBS Funding Financial institution are performing as joint book-running managers, and China Galaxy and Guotai Junan Worldwide are performing as monetary advisors, for the Main ADSs Providing.
The Firm has filed an computerized shelf registration assertion on Type F-3 with the SEC. A prospectus complement and the accompanying prospectus describing the phrases of the Main ADSs Providing have been filed with the SEC. When accessible, the prospectus complement for the Main ADSs Providing shall be filed with the SEC. The Main ADSs Providing is being made solely by the use of the prospectus complement and accompanying prospectus. Earlier than you make investments, you must learn the prospectus complement and the accompanying prospectus and different paperwork that the Firm has filed with the SEC for extra full details about the Firm and the Main ADSs Providing. Chances are you’ll get hold of these paperwork freed from cost by visiting EDGAR on the SEC web site at http://www.sec.gov. Copies of the prospectus complement and the accompanying prospectus, when accessible, could also be obtained from: (i) J.P. Morgan Securities LLC, c/o Broadridge Monetary Options, 1155 Lengthy Island Avenue, Edgewood, NY 11717, or by phone at 866-803-9204 or by e mail at prospectus-eq_fi@jpmchase.com; (ii) BofA Securities, Inc., One Bryant Park, New York, NY, 10036, Consideration: Prospectus Division, phone: +1 (800) 294-1322, e mail: dg.prospectus_requests@bofa.com; (iii) Morgan Stanley & Co. LLC, Attn: Prospectus Division, 180 Varick Avenue, 2nd Flooring, New York, NY 10014; or (iv) UBS Funding Financial institution, Consideration: Prospectus Division, 1285 Avenue of the Americas, New York, NY 10019, by phone: (888) 827-7275 or e mail: ol-prospectusrequest@ubs.com.
About GDS Holdings Restricted
GDS Holdings Restricted (NASDAQ: GDS; HKEX: 9698) is a number one developer and operator of high-performance information facilities in China. The Firm’s amenities are strategically positioned in and round main financial hubs the place demand for high-performance information middle providers is concentrated. The Firm’s information facilities have giant web ground space, excessive energy capability, density and effectivity, and a number of redundancies throughout all vital methods. GDS is provider and cloud-neutral, which permits its prospects to entry the main telecommunications networks, in addition to the most important PRC and world public clouds, that are hosted in a lot of its amenities. The Firm provides co-location and a collection of value-added providers, together with managed hybrid cloud providers by means of direct non-public connection to main public clouds, managed community providers, and, the place required, the resale of public cloud providers. The Firm has a 24-year monitor report of service supply, efficiently fulfilling the necessities of a number of the largest and most demanding prospects for outsourced information middle providers in China. The Firm’s buyer base consists predominantly of hyperscale cloud service suppliers, giant web firms, monetary establishments, telecommunications carriers, IT service suppliers, and enormous home non-public sector and multinational companies. The Firm additionally holds a non-controlling 35.6% fairness curiosity in DayOne Knowledge Facilities Restricted which develops and operates information facilities in Worldwide markets.
Protected Harbor Assertion
This announcement comprises forward-looking statements. These statements are made below the “secure harbor” provisions of the U.S. Personal Securities Litigation Reform Act of 1995. These forward-looking statements may be recognized by terminology comparable to “goal,” “anticipate,” “imagine,” “proceed,” “estimate,” “count on,” “future,” “steerage,” “intend,” “is/are prone to,” “might,” “ongoing,” “plan,” “potential,” “goal,” “will,” and related statements. Amongst different issues, statements that aren’t historic information, together with statements about GDS Holdings’ beliefs and expectations concerning the Main ADSs Providing, the Notes Providing and the Delta Placement of Borrowed ADSs, the expansion of its companies and its income for the complete fiscal yr, the enterprise outlook and quotations from administration on this announcement, in addition to GDS Holdings’ strategic and operational plans, are or comprise forward-looking statements. GDS Holdings might also make written or oral forward-looking statements in its periodic experiences to the SEC on Kinds 20-F and 6-Okay, in its present, interim and annual experiences to shareholders, in bulletins, circulars or different publications made on the web site of the Inventory Alternate of Hong Kong Restricted (the “Hong Kong Inventory Alternate”), in press releases and different written supplies and in oral statements made by its officers, administrators or staff to 3rd events. Ahead-looking statements contain inherent dangers and uncertainties. Various components may trigger GDS Holdings’ precise outcomes or monetary efficiency to vary materially from these contained in any forward-looking assertion, together with however not restricted to the next: GDS Holdings’ targets and methods; GDS Holdings’ future enterprise growth, monetary situation and outcomes of operations; the anticipated progress of the marketplace for high-performance information facilities, information middle options and associated providers in China and areas wherein GDS’ main fairness investees function, comparable to South East Asia; GDS Holdings’ expectations concerning demand for and market acceptance of its high-performance information facilities, information middle options and associated providers; GDS Holdings’ expectations concerning constructing, strengthening and sustaining its relationships with new and current prospects; the outcomes of operations, progress prospects, monetary situation, regulatory setting, aggressive panorama and different uncertainties related to the enterprise and operations of our vital fairness investee DayOne; the continued adoption of cloud computing and cloud service suppliers in China and different main markets which will influence the outcomes of our fairness investees, comparable to South East Asia; dangers and uncertainties related to elevated investments in GDS Holdings’ enterprise and new information middle initiatives; dangers and uncertainties related to strategic acquisitions and investments; GDS Holdings’ capability to take care of or develop its income or enterprise; fluctuations in GDS Holdings’ working outcomes; modifications in legal guidelines, rules and regulatory setting that have an effect on GDS Holdings’ enterprise operations and people of its main fairness investees; competitors in GDS Holdings’ business in China and in markets that have an effect on the enterprise of our main fairness investees, comparable to South East Asia; safety breaches; energy outages; and fluctuations basically financial and enterprise circumstances in China and globally, and assumptions underlying or associated to any of the foregoing. Additional data concerning these and different dangers, uncertainties or components is included in GDS Holdings’ filings with the SEC, together with its annual report on Type 20-F, and with the Hong Kong Inventory Alternate. All data offered on this press launch is as of the date of this press launch and are primarily based on assumptions that GDS Holdings believes to be cheap as of such date, and GDS Holdings doesn’t undertake any obligation to replace any forward-looking assertion, besides as required below relevant legislation.
For investor and media inquiries, please contact:
GDS Holdings Restricted
Laura Chen
Cellphone: +86 (21) 2029-2203
E-mail: ir@gds-services.com
Piacente Monetary Communications
Ross Warner
Cellphone: +86 (10) 6508-0677
E-mail: GDS@tpg-ir.com
Brandi Piacente
Cellphone: +1 (212) 481-2050
E-mail: GDS@tpg-ir.com
GDS Holdings Restricted
