GDS Holdings Ltd — Capital/Financing Update 2019

Mar 19, 2019

6-K 1 a18-40210_96k.htm 6-K

*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*

*March 2019*

*Commission File Number: 001-37925*

*GDS Holdings Limited*

(Registrant’s name)

*2/F, Tower 2, Youyou Century Place*

*428 South Yanggao Road*

*Pudong, Shanghai 200127*

*People’s 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

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*Explanatory Note*

Exhibits 1.1 and 5.1 to this report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of GDS Holdings Limited (File No. 333-222659), into the preliminary prospectus supplement filed thereunder on March 14, 2019, and into the prospectus supplement filed thereunder on March 15, 2019, and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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*EXHIBITS*

Exhibit 1.1 — Underwriting Agreement, dated March 14, 2019, between GDS Holdings Limited and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed in Schedule 1 thereto
Exhibit 5.1 — Opinion of Conyers Dill & Pearman regarding the validity of the ordinary shares
Exhibit 8.1 — Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
Exhibit 23.1 — Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

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*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.

GDS Holdings Limited — By:	/s/ William Wei Huang
Name:	William Wei Huang
Title:	Chief Executive Officer

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