GDS Holdings Limited, a prominent developer and operator of high-performance data centers in China, recently announced the pricing of its underwritten registered public offering of 5,200,000 American Depositary Shares (ADSs). Each ADS represents eight Class A ordinary shares, with a public offering price of US$24.50 per ADS. The offering is expected to close on May 30, 2025, subject to customary closing conditions.
The company estimates that the net proceeds from the offering will be approximately $123.0 million, after deducting the underwriters’ discount and estimated offering expenses. If the underwriters exercise their option to purchase additional ADSs in full, the net proceeds could reach approximately $141.6 million. GDS plans to utilize the net proceeds for general corporate purposes, working capital needs, and the refinancing of existing indebtedness, including potential repurchases or redemption of its convertible bonds due 2029.
In addition to the Primary ADSs Offering, GDS also announced a private offering of 2.25% convertible senior notes in an aggregate principal amount of US$500 million due 2032. The company granted the initial purchasers an option to purchase up to an additional US$50 million in aggregate principal amount of the notes. This offering size was upsized from the initial $450 million aggregate principal amount.
Furthermore, GDS revealed a separate registered public offering of 6,000,000 ADSs at a public offering price of US$24.50. These Borrowed ADSs will be lent to an affiliate of an initial purchaser in the Notes Offering to facilitate privately negotiated derivative transactions for hedging purposes. The ADS Borrower will receive the proceeds from the sale of the Borrowed ADSs, paying a nominal lending fee to GDS for their use.
It is important to note that these offerings are being made in compliance with an effective registration statement filed with the U.S. Securities and Exchange Commission (SEC). The closing of each offering is contingent upon the closing of the others. The company emphasized that if any of the offerings are not consummated, the ADS loan transaction will terminate, and all Borrowed ADSs must be returned to GDS.
J.P. Morgan, BofA Securities, Morgan Stanley, and UBS Investment Bank are acting as joint book-running managers for the Primary ADSs Offering, with China Galaxy and Guotai Junan International serving as financial advisors.
GDS Holdings Limited, listed on NASDAQ and HKEX, is a leading player in the high-performance data center industry in China. The company’s strategically located facilities cater to a diverse customer base, including hyperscale cloud service providers, internet companies, financial institutions, and more. With a track record of successful service delivery and a focus on customer satisfaction, GDS continues to expand its offerings and strengthen its position in the market.
For more information about GDS Holdings Limited and their recent offerings, interested parties can refer to the company’s filings with the SEC and the Hong Kong Stock Exchange.
For investor and media inquiries, they can contact Laura Chen at +86 (21) 2029-2203 or email ir@gds-services.com. Alternatively, Ross Warner at +86 (10) 6508-0677 or Brandi Piacente at +1 (212) 481-2050.