Latham Advises on GDS’ US$550 Million Convertible Senior Notes Offering, US$147 Million Registered Offering of Borrowed Equity for Concurrent Hedging, and US$146.5 Million Registered Follow-on Public Offering

Latham & Watkins has advised the initial purchasers on the proposed offering pursuant to Rule 144A under the Securities Act of 1933 of US$550 million in aggregate principal amount of convertible senior notes due 2032 by GDS Holdings Limited (GDS), a leading developer and operator of high-performance data centers in China. Concurrently with the Rule 144A offering of the notes, J.P. Morgan Securities LLC as underwriter offered, in a separate SEC-registered offering, 6,000,000 American Depositary Shares (ADSs) borrowed from GDS to facilitate hedging transactions by some of the initial investors in the notes. Additionally, GDS offered 5,980,000 ADSs SEC-registered follow-on offering underwritten by J.P. Morgan Securities LLC, Merrill Lynch (Asia Pacific) Limited, Morgan Stanley Asia Limited, and UBS AG Hong Kong Branch as underwriters.

The Latham team was led by Hong Kong corporate partners Posit Laohaphan and Benjamin Su, New York counsel Polina Tulupova and Hong Kong counsel Eric Yiu, with Hong Kong associates Christine Lo, Nicole Fu, Stewart Lai, Eunice Chan, and Zhaoxin Huang, New York associates Shawn Noh and Adam Zhang, and senior paralegals Lily Mak and Amy Tai. Advice was also provided on tax matters by New York partner Bora Bozkurt, with Washington, D.C. associate Shiyi Parsons.