The Firm represented GDS Holdings Limited (“GDS ”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, in connection with its offering of US$550 million aggregate principal amount of 2.25% Convertible Senior Notes due 2032 (the “Notes”), including the exercise in full by the initial purchasers of their option to purchase an additional US$50 million in aggregate principal amount of the Notes (collectively the “Notes Offering”). The size of the offering was increased from the initially announced US$450 million aggregate principal amount of Notes. The Notes were offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended.
The Firm also represented GDS in connection with its separate registered public offering (the “Delta Placement of Borrowed ADSs”) of 6,000,000 American Depositary Shares (“ADSs”), at a public offering price of US$24.50 per ADS (the “ADS Public Offering Price”, and such lent ADSs, the “Borrowed ADSs”) to an affiliate (the “ADS Borrower”) of an initial purchaser in the Notes Offering pursuant to an ADS lending agreement (the “ADS Lending Agreement”) entered into by GDS and the ADS Borrower. The ADS Borrower or its affiliates intended to use the short position resulting from the Delta Placement of the Borrowed ADSs to facilitate privately negotiated derivative transactions by some holders of the Notes for purposes of hedging their investment in the Notes. The ADS Borrower or its affiliate received all of the proceeds from the sale of the Borrowed ADSs, but the ADS Borrower paid the Company a nominal lending fee for the use of those ADSs pursuant to the ADS Lending Agreement.
In addition, the Firm represented GDS in connection with its separate registered public offering (the “Primary ADSs Offering”) of 5,980,000 ADSs (the “Primary ADSs”), at the ADS Public Offering Price, including the exercise in full by the underwriters of their option to purchase an additional 780,000 Primary ADSs.
The Simpson Thacher team included Daniel Fertig, Christopher Wong, Cherrie Zhang, Chenjing Shen, Andrew Laub, June Hu and Jeff Wong (Capital Markets – Hong Kong); Roxane Reardon, Matt Hart and Jacob Broz (Capital Markets – U.S.); Jonathan Lindabury, Marc Langer, Lindsey Meyers-Perez and Cadina Mancini (Derivatives); Jonathan Cantor and Jiha Min (U.S. Tax); and Jeanne Annarumma (ECEB).