Core Viewpoint - GDS Holdings Limited is set to officially list its China REIT (C-REIT) on the Shanghai Stock Exchange starting August 8, 2025, under the fund code 508060 [1] Company Overview - GDS Holdings Limited is a leading developer and operator of high-performance data centers in China, strategically located in primary economic hubs to meet high demand for data center services [2] - The company’s data centers feature large net floor areas, high power capacity, density, efficiency, and multiple redundancies across critical systems [2] - GDS is carrier and cloud-neutral, allowing customers access to major telecommunications networks and the largest public clouds, hosted in its facilities [2] - The company offers co-location and a suite of value-added services, including managed hybrid cloud services and managed network services [2] - GDS has a 24-year track record of service delivery, catering to large and demanding customers in China, including hyperscale cloud service providers and large internet companies [2] - The customer base includes financial institutions, telecommunications carriers, IT service providers, and large domestic and multinational corporations [2] - GDS holds a non-controlling 35.6% equity interest in DayOne Data Centers Limited, which operates data centers in international markets [2]

Financial Commitment - OpenAI agreed to pay Oracle $30 billion (30B) per year for data center services [1]

Core Viewpoint - GDS Holdings Limited is initiating a proposed offering of convertible senior notes totaling US$450 million, with the aim of addressing working capital needs and refinancing existing debt [1][2]. Group 1: Notes Offering Details - The offering consists of convertible senior notes with a principal amount of US$450 million, maturing on June 1, 2032, and may include an additional US$50 million option for initial purchasers [1][2]. - The net proceeds from the offering will be used for working capital and refinancing existing indebtedness, including potential repurchases of convertible bonds due 2029 [2]. - The notes will be senior unsecured obligations of the company and will be convertible under specific conditions starting December 1, 2031 [3]. Group 2: Redemption and Repurchase Conditions - The company may redeem the notes for cash under certain conditions, including tax law changes or if less than 10% of the original principal remains outstanding [4]. - Holders can require the company to repurchase their notes on June 1, 2029, or upon a "fundamental change" [5]. Group 3: Market Activities and ADS Offerings - Certain purchasers may establish short positions in the company's American depositary shares (ADSs) in connection with the notes offering, potentially affecting market prices [6]. - The company has also announced a separate public offering of borrowed ADSs to facilitate derivative transactions for some note holders [7]. - Additionally, a primary offering of 5,200,000 ADSs is planned, with underwriters having a 30-day option to purchase an additional 780,000 ADSs [8]. Group 4: Company Overview - GDS Holdings Limited is a leading developer and operator of high-performance data centers in China, strategically located in major economic hubs [11]. - 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 corporations [11].