SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
January 2018
Commission File Number: 001-37925
GDS Holdings Limited
(Registrants name)
2/F, Tower 2, Youyou Century Place
428 South Yanggao Road
Pudong, Shanghai 200127
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): o
EXHIBITS
Exhibit 99.1 Press release GDS Announces Pricing of Public Offering of ADSs
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GDS Holdings Limited | |
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Date: January 26, 2018 |
By: |
/s/ William Wei Huang |
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Name: |
William Wei Huang |
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Title: |
Chief Executive Officer |
Exhibit 99.1
GDS Announces Pricing of Public Offering of ADSs
SHANGHAI, China, January 26, 2018 GDS Holdings Limited (GDS or the Company) (Nasdaq: GDS) today announced the pricing of a public offering by it of 8.0 million American Depositary Shares (ADSs), each representing eight of its Class A ordinary shares, and by entities affiliated with SBCVC Holdings Limited (SBCVC), one of GDSs major shareholders, of 3.0 million ADSs, at a public offering price of US$26.00 per ADS. The underwriters have been granted a 30-day option to purchase up to an additional 225,000 ADSs from GDS and 1,425,000 ADSs from SBCVC at the same price, respectively.
The offering is expected to close on January 30, 2018, subject to customary closing conditions.
GDS expects to use the net proceeds from the offering in connection with the development and acquisition of new data centers and for other general corporate purposes. GDS will not receive any proceeds from the sale of the ADSs to be offered by the selling shareholders.
RBC Capital Markets, J.P. Morgan and Citigroup are acting as joint book-running managers for the offering, and Cowen, Guggenheim Securities, and Raymond James are acting as co-managers.
The securities described above are being offered by GDS and the selling shareholders pursuant to a shelf registration statement filed by GDS with the Securities and Exchange Commission (the SEC) that automatically became effective as of January 23, 2018. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
The offering is being made only by means of an effective shelf registration statement, including a preliminary prospectus supplement and final prospectus, which was or will be filed with the SEC and available on the SECs website located at http://www.sec.gov. Copies of the final prospectus relating to this offering, when available, may be obtained from: RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, or by telephone at (877) 822-4089 or by email at equityprospectus@rbccm.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmchase.com; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146.
About GDS
GDS Holdings Limited (Nasdaq: GDS) is a leading developer and operator of high-performance data centers in China. The Companys facilities are strategically located in Chinas primary economic hubs where demand for high-performance data center services is concentrated. The Companys data centers have large net floor area, high power capacity, density and efficiency, and multiple redundancy across all critical systems. GDS is carrier and cloud neutral, which enables customers to connect to all major PRC telecommunications carriers, and to access a number of the largest PRC cloud service providers, whom GDS hosts in its facilities. The Company offers colocation and managed services, including a unique and innovative managed cloud value proposition. The Company has a 17-year track record of service delivery, successfully fulfilling the requirements of some of the largest and most demanding customers for outsourced data center services in China. The Companys base of customers consists predominantly of hyper-scale Cloud service providers, large Internet companies, financial institutions, telecommunications and IT service providers, and large domestic private sector and multinational corporations.
Safe Harbor
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates, target, going forward, outlook and similar statements. Such statements are based upon managements current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Companys control, which may cause the Companys actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Companys filings with the SEC. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.
For investor and media inquiries, please contact:
GDS Holdings Limited
Laura Chen
Phone: +86 (21) 2033-0295
Email: ir@gds-services.com
The Piacente Group, Inc.
Ross Warner
Phone: +86 (10) 5730-6200
Email: GDS@tpg-ir.com
Alan Wang
Phone: +1 (212) 481-2050
Email: GDS@tpg-ir.com
GDS Holdings Limited