GDS Announces Proposed Offering of American Depositary Shares in connection with the Delta Placement of Borrowed ADSs

Core Viewpoint - GDS Holdings Limited is initiating multiple offerings, including a public offering of American Depositary Shares (ADSs) and a private offering of convertible senior notes, to raise capital and facilitate derivative transactions for investors [1][3][5]. Offering Details - The company is proposing a registered public offering of ADSs, with each ADS representing eight Class A ordinary shares, which will be loaned to an affiliate of the underwriter [1]. - The ADS Borrower will receive all proceeds from the sale of the Borrowed ADSs, while the company will not receive any proceeds from the ADS offering but will earn a nominal lending fee [2]. - A separate offering of convertible senior notes is planned, with an aggregate principal amount of US$450 million due in 2032, subject to market conditions [3]. - The company is also conducting a public offering of 5,200,000 ADSs, with an option for underwriters to purchase an additional 780,000 ADSs within 30 days [4]. Delta Placement of Borrowed ADSs - Concurrently with the Notes Offering, an affiliate of the ADS Borrower will sell the Borrowed ADSs, which are expected to facilitate privately negotiated derivative transactions for investors [5]. - The number of Borrowed ADSs will be determined at the time of pricing and is intended to allow investors to hedge their investments in the Notes [5]. Company Overview - GDS Holdings Limited is a leading developer and operator of high-performance data centers in China, strategically located in primary economic hubs [9]. - The company offers co-location and value-added services, including managed hybrid cloud services, and has a diverse customer base, including hyperscale cloud service providers and large internet companies [9].