IPO - GDS Holdings Ltd

Form Type: 424B5

Filing Date: 2025-05-29

Corporate Action: Ipo

Type: New

Accession Number: 000110465925053917

Filing Summary: GDS Holdings Limited is offering 5,200,000 American depositary shares (ADSs), each representing eight Class A ordinary shares, at a price of US$24.50 per ADS, aiming to raise approximately US$127.4 million in total. The offering follows a separate concurrent offering of 2.25% convertible senior notes amounting to US$500 million, which includes an option for purchase of additional notes. The terms of the offerings are contingent on each other and will involve the sale of borrowed ADSs under a lending agreement with J.P. Morgan. The last reported sales price of the ADSs was $27.14. The proceeds from the sale of the ADSs will go directly to GDS Holdings, while proceeds from borrowed ADSs will go to the ADS Borrower. Risks involving regulatory compliance in China, potential SEC identification under the Holding Foreign Companies Accountable Act, and the company's structure and contractual arrangements with consolidated entities are highlighted as significant factors in this offering. Additionally, the company notes its reliance on revenue from its various subsidiaries, which face restrictions on dividend distribution due to PRC laws. The settlement of the ADSs issuance is expected on May 30, 2025, under T+2 terms. The document mentions affiliates like BofA Securities and Morgan Stanley as joint book-running managers for the offering.