GDS Holdings has recently issued convertible senior notes valued at USD550 million, alongside a delta placement of borrowed American depositary shares (ADSs), with King & Wood Mallesons (KWM), Simpson Thacher, Conyers Dill & Pearman, Fangda Partners and Latham & Watkins providing legal services.
The convertible senior notes with a 2.25% coupon rate, issued on 30 May 2025 are set to mature in 2032. As part of the delta placement associated with the notes, GDS conducted a public offering of 6 million borrowed ADSs.
The proceeds will be allocated to meet working capital requirements and refinance existing debt, including the potential repurchase or redemption of convertible bonds maturing in 2029, should investors choose to exercise their put options.
On the same day, GDS completed a separate public offering of 5.98 million ADSs, with both batches priced at USD24.50 per share.
KWM counselled GDS on PRC law for the series of transactions, with the team led by international partner Jonathan Pan Zhihong, as well as partners Wang Ningyuan and Chen Fu’an. Simpson Thacher served as US counsel, with the team led by partners Daniel Fertig, Christopher Wong, Roxane Reardon, Marc Langer and Jonathan Cantor. Conyers advised on Cayman Islands law.
JP Morgan acted as the underwriter for the delta placement of 6 million borrowed ADSs. The underwriters for the 5.98 million ADS primary offering included JP Morgan, Merrill Lynch, Morgan Stanley and UBS.
Fangda advised the underwriters, with partners Doris Tang Qier and Brian Liu Gang leading the team. Latham & Watkins advised on US law matters.
Registered in the Cayman Islands and headquartered in Shanghai, GDS is a leading data centre operator with facilities located throughout China.
GDS was listed on the Nasdaq in 2016 and on the HKEX in 2020.
