GDS Holdings Limited (the “Company” or “GDSH”) (NASDAQ: GDS; HKEX:
9698), a leading developer and operator of high-performance data
centers in China and South East Asia, today announced that GDSH’s
wholly-owned subsidiary, DigitalLand Holdings Limited (“GDS
International” or “GDSI”), that acts as the holding company for
GDSH’s international data center assets and operations, has entered
into definitive agreements for certain institutional private equity
investors (the “Investors”) to subscribe for US$587 million of
Series A convertible preferred shares (the “Series A”) newly issued
by GDSI. This transaction is a significant step forward in the
Company’s strategy to obtain dedicated financing for the
development of its international business on a standalone basis.
GDS International was established in 2022 with
its corporate headquarters in Singapore. Its portfolio currently
comprises 330 MW of data center capacity in service and under
construction and a further 340 MW held for future development
across strategic locations in, among others, Hong Kong, Singapore,
Malaysia (Johor), and Indonesia (Batam). GDSI has secured
commitments and reservations from global and China customers for
over 200 MW of capacity, of which over 70 MW is already
revenue-generating.
The Series A subscription price implies a
pre-money equity valuation for GDSI of US$750 million, which is
approximately US$3.92 per American Depositary Share of GDSH. GDSI’s
implied post-money enterprise valuation, including GDSI’s forecast
net debt of around US$935 million at the end of 2024, is around
US$2.3 billion, which is equivalent to around 24 times GDSI’s
forecast Adjusted EBITDA for the full year 2025.
As of December 31, 2023, GDSH had provided a
total of approximately US$595 million of inter-company funding to
GDSI, comprising approximately US$411 million of paid-up share
capital and US$184 million of shareholder loans and other payables.
On a pro forma basis including the proceeds of the Series A new
issue, GDSI will have a total paid-up share capital of
approximately US$1.0 billion and will be sufficiently
well-capitalized to complete the development of its current
portfolio of data center capacity in service and under
construction, without requiring further inter-company funding from
GDSH. The shareholder loans and other payables due from GDSI to
GDSH at the closing of the transaction (the “Closing”) will be
repaid immediately after the Closing out of the proceeds of the
Series A new issue.
Post-Closing and on an as-converted basis, GDSH
will own approximately 56.1% of the equity interest of GDSI in the
form of ordinary shares. The remaining 43.9% equity interest will
be held in the form of Series A shares by the Investors, including
Hillhouse, Rava Partners, Boyu, Princeville Capital, Tekne Capital,
among others. GDSI expects to establish an equity incentive plan
which provides for the grant of options exercisable for such number
of ordinary shares representing up to 15% of its issued share
capital as of the Closing at the Series A subscription price.
GDSH and certain Investors will have the right
to appoint directors to the Board of GDSI proportionate with their
ownership. Mr. William Huang will continue in his role as Chairman
of the Board of GDSI. Each Series A share will be entitled to one
vote and will be convertible into one ordinary share of GDSI at any
time at the holder’s option. All Series A shares will automatically
convert into ordinary shares of GDSI at, or following, completion
of GDSI’s IPO, subject to certain conditions.
“I am delighted to announce this landmark
capital raising which is a big step forward in our strategy to
obtain dedicated financing for the development of our international
business on a standalone basis,” said Mr. William Huang, Chairman
and CEO of GDSH and Chairman of GDSI. “Within a short period of
time, we have established market-leading positions in the major hub
markets of Hong Kong and Singapore-Johor-Batam. We see tremendous
opportunities for growth in these markets as well as in other new
markets which we are currently evaluating. This equity issue
benchmarks the significant value which we have created for our
shareholders. We look forward to additional achievements by our
international business, further emulating our success in
China.”
The Closing is expected to occur as soon as the
closing conditions provided in the definitive agreements are
satisfied. It is expected that the Series A issuance will be
exempted from registration under the Securities Act of 1933, as
amended, (the “Securities Act”) pursuant to Section 4(a)(2) of the
Securities Act regarding transactions not involving a public
offering or Regulation S under the Securities Act.
The Series A shares and the ordinary shares
deliverable upon conversion of the Series A shares have not been
registered under the Securities Act or any state securities laws.
They may not be offered or sold within the United States or to U.S.
persons absent registration or an applicable exemption from
registration. This press release shall not constitute an offer to
sell or a solicitation of an offer to purchase any of these
securities, nor shall there be a sale of the securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful.
GDSI’s financial and legal advisors for this
transaction are Morgan Stanley Asia Limited and White & Case,
respectively.
About GDS Holdings Limited
GDS Holdings Limited (NASDAQ: GDS; HKEX: 9698)
is a leading developer and operator of high-performance data
centers in China and South East Asia. The Company’s facilities are
strategically located in primary economic hubs where demand for
high-performance data center services is concentrated. The Company
also builds, operates and transfers data centers at other locations
selected by its customers in order to fulfill their broader
requirements. The Company’s data centers have large net floor area,
high power capacity, density and efficiency, and multiple
redundancies across all critical systems. GDS is carrier and
cloud-neutral, which enables its customers to access the major
telecommunications networks, as well as the largest PRC and global
public clouds, which are hosted in many of its facilities. The
Company offers co-location and a suite of value-added services,
including managed hybrid cloud services through direct private
connection to leading public clouds, managed network services, and,
where required, the resale of public cloud services. The Company
has a 23-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 Company’s customer base consists predominantly of hyperscale
cloud service providers, large internet companies, financial
institutions, telecommunications carriers, IT service providers,
and large domestic private sector and multinational
corporations.
Safe Harbor Statement
This announcement contains forward-looking
statements. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “aim,” “anticipate,” “believe,” “continue,”
“estimate,” “expect,” “future,” “guidance,” “intend,” “is/are
likely to,” “may,” “ongoing,” “plan,” “potential,” “target,”
“will,” and similar statements. Among other things, statements that
are not historical facts, including statements about GDS Holdings’
beliefs and expectations regarding the growth of its businesses and
its revenue for the full fiscal year, the business outlook and
quotations from management in this announcement, as well as GDS
Holdings’ strategic and operational plans, are or contain
forward-looking statements. GDS Holdings may also make written or
oral forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission (the “SEC”) on Forms 20-F and
6-K, in its current, interim and annual reports to shareholders, in
announcements, circulars or other publications made on the website
of the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock
Exchange”), in press releases and other written materials and in
oral statements made by its officers, directors or employees to
third parties. Forward-looking statements involve inherent risks
and uncertainties. A number of factors could cause GDS Holdings’
actual results or financial performance to differ materially from
those contained in any forward-looking statement, including but not
limited to the following: GDS Holdings’ goals and strategies; GDS
Holdings’ future business development, financial condition and
results of operations; the expected growth of the market for
high-performance data centers, data center solutions and related
services in China and South East Asia; GDS Holdings’ expectations
regarding demand for and market acceptance of its high-performance
data centers, data center solutions and related services; GDS
Holdings’ expectations regarding building, strengthening and
maintaining its relationships with new and existing customers; the
continued adoption of cloud computing and cloud service providers
in China and South East Asia; risks and uncertainties associated
with increased investments in GDS Holdings’ business and new data
center initiatives; risks and uncertainties associated with
strategic acquisitions and investments; GDS Holdings’ ability to
maintain or grow its revenue or business; fluctuations in GDS
Holdings’ operating results; changes in laws, regulations and
regulatory environment that affect GDS Holdings’ business
operations; competition in GDS Holdings’ industry in China and
South East Asia; security breaches; power outages; and fluctuations
in general economic and business conditions in China, South East
Asia and globally, and assumptions underlying or related to any of
the foregoing. Further information regarding these and other risks,
uncertainties or factors is included in GDS Holdings’ filings with
the SEC, including its annual report on Form 20-F, and with the
Hong Kong Stock Exchange. All information provided in this press
release is as of the date of this press release and are based on
assumptions that GDS Holdings believes to be reasonable as of such
date, and GDS Holdings does not undertake any obligation to update
any forward-looking statement, except as required under applicable
law.
For investor and media inquiries, please
contact:
GDS Holdings LimitedLaura ChenPhone: +86 (21)
2029-2203Email: ir@gds-services.com
Piacente Financial CommunicationsRoss
WarnerPhone: +86 (10) 6508-0677Email: GDS@tpg-ir.com
Brandi PiacentePhone: +1 (212) 481-2050Email:
GDS@tpg-ir.com
GDS (NASDAQ:GDS)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
GDS (NASDAQ:GDS)
Gráfica de Acción Histórica
De May 2023 a May 2024