GDS Holdings Limited announced it has entered into agreements for private placement of 4.50% convertible senior notes due 2030 for aggregate principal amount of $580,000,000 on January 11, 2023. The transaction will include participation from various private equity funds and institutional investors, including a sovereign wealth fund. The Notes will mature on January 31, 2030.

The conversion price will initially be $24.50 per American Depositary Share, corresponding to an initial conversion rate of 40.8163 ADSs per $1,000 principal amount of the Notes, subject to customary anti-dilution adjustments. The conversion price represents a premium of approximately 16.7% to the volume weighted average price of its ADSs traded on NASDAQ for the 25 trading days immediately preceding the signing date. The Notes will be convertible into ADSs or Class A ordinary shares of the Company, at the option of the holders, at any time prior to the close of business on the third scheduled trading day immediately preceding the maturity date.

The notes are redeemable. The holders of the Notes may require the Company to repurchase all or part of their Notes in cash on January 31, 2028, or in the event of certain fundamental changes, in each case at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date. The transaction is expected to close on or about January 20, 2023, subject to the satisfaction of certain customary closing conditions and the receipt of customary corporate and regulatory approvals.