GDS Holdings Limited (GDS) Launches Share Offering

GDS Holdings Limited (NASDAQ: GDS), a leading developer and operator of high-performance data centers in China, today announced the commencement of a proposed offering of 5,200,000 American Depositary Shares (“ADSs”), each representing eight Class A ordinary shares, par value US$0.00005 per share, subject to market and other conditions, in an underwritten registered public offering (the “Primary ADSs Offering”). The underwriters will have a 30-day option to purchase up to 780,000 additional ADSs.

The Company will receive all of the net proceeds from the Primary ADSs Offering and plans to use such net proceeds for general corporate purposes, working capital needs and the refinancing of its existing indebtedness, including potential future negotiated repurchases, or redemption upon exercise of the investor put right, of its convertible bonds due 2029.

The Company also announced today by separate press release that the Company has commenced a proposed offering (the “Notes Offering”) of convertible senior notes in an aggregate principal amount of US$450 million due 2032 (the “Notes”), subject to market conditions and other factors, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to grant the initial purchasers in the Notes Offering an option to purchase up to an additional US$50 million in aggregate principal amount of the Notes, exercisable for settlement within a 13-day period, beginning on, and including, the first date on which the Notes are issued.

The Company also announced today by separate press release that the Company has commenced a separate registered public offering (the “Delta Placement of Borrowed ADSs”) of a certain number of its ADSs (the “Borrowed ADSs”) that the Company will lend to an affiliate (the “ADS Borrower”) of an initial purchaser in the Notes Offering in order to facilitate privately negotiated derivative transactions by some holders of the Notes for purposes of hedging their investment in the Notes. The Company expects to enter into an ADS lending agreement (the “ADS Lending Agreement”) with an affiliate of the initial purchaser of the Notes Offering (such affiliate being the “ADS Borrower”), pursuant to which the Company will lend the Borrowed ADSs to the ADS Borrower. The ADS Borrower or its affiliate will receive all of the proceeds from the sale of the Borrowed ADSs and the Company will not receive any of those proceeds, but the ADS Borrower will pay the Company a nominal lending fee for the use of those ADSs pursuant to the ADS Lending Agreement. The activity described above could affect the market price of the Company’s ADSs otherwise prevailing at that time.

Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy any securities, including the Notes, the Borrowed ADSs or the Primary ADSs, nor shall there be any offer or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Delta Placement of Borrowed ADSs and the Primary ADSs Offering are being made only by means of separate prospectus supplements and accompanying prospectuses pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). The closing of each of the Notes Offering, the Delta Placement of Borrowed ADSs and the Primary ADSs Offering is conditioned upon the closing of each of the other offerings and vice versa. If the concurrent Notes Offering is not consummated, the Primary ADSs Offering will terminate, the ADS loan under the ADS Lending Agreement will terminate, and the concurrent Delta Placement of Borrowed ADSs will terminate and all of the Borrowed ADSs (or ADSs fungible with the Borrowed ADSs or other substitute securities or property as provided for in the ADS Lending Agreement) must be returned to the Company.

J.P. Morgan, BofA Securities, Morgan Stanley and UBS Investment Bank are acting as joint book-running managers, and China Galaxy International and Guotai Junan International are acting as financial advisors for the Primary ADSs Offering.

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