21Vianet Announces Pricing of Offering of US$525 million Convertible Senior Notes
23 January 2021 - 12:30AM
21Vianet Group, Inc. (Nasdaq: VNET) (“21Vianet” or the “Company”),
a leading carrier-neutral and cloud-neutral data center services
provider in China, today announced the pricing of its previously
announced offering (the “Notes Offering”) of US$525 million in
aggregate principal amount of convertible senior notes due 2026
(the “Notes”). The Company granted the initial purchasers in the
Notes Offering a 13-day option to purchase up to an additional
US$75 million in aggregate principal amount of the Notes. The
Company plans to use the net proceeds from the Notes Offering for
expanding data center infrastructure, repaying the Company’s
outstanding senior notes due 2021 and other general corporate
purposes.
The Notes will not bear regular interest and the
principal amount of the Notes will not accrete. The Notes will
mature on February 1, 2026, unless earlier repurchased, redeemed or
converted in accordance with their terms prior to such date. When
issued, the Notes will be general, unsecured obligations of
21Vianet. The Notes will be convertible into cash, the Company’s
American Depositary Shares (the “ADSs”), each currently
representing six Class A ordinary shares of the Company, or a
combination of cash and ADSs, at the Company’s election. The
initial conversion rate of the Notes is 18.3574 ADSs per US$1,000
principal amount of Notes (which is equivalent to an initial
conversion price of approximately US$54.47 per ADS and represents a
conversion premium of approximately 40% above the closing price of
the Company’s ADSs on January 21, 2021, which was US$38.91 per
ADS). The conversion rate is subject to the adjustment upon the
occurrence of certain events under the terms of the Notes.
The Company may not redeem the Notes prior to
February 6, 2024, unless certain changes in tax law or related
events occur. The Company may redeem the Notes at its option on or
after February 6, 2024 and on or prior to the 40th scheduled
trading day immediately before the maturity date, subject to
certain requirements, at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed, plus accrued and
unpaid special interest, if any, to, but not including, the
optional redemption date.
Holders of the Notes have the right to require
the Company to repurchase for cash all of their Notes, or any
portion of the principal thereof, on February 1, 2024 or in the
event of certain fundamental changes, subject to certain
conditions, at a repurchase price or a fundamental change
repurchase price, as the case may be, equal to 100% of the
principal amount of the Notes to be repurchased, plus accrued and
unpaid special interest, if any, to, but not including, the
repurchase date or the fundamental change repurchase date, as the
case may be. In addition, following certain corporate events that
occur prior to the maturity date or following the Company’s
delivery of a notice of redemption, the Company will, in certain
circumstances, increase the conversion rate for a holder who elects
to convert its Notes in connection with such a corporate event or
such notice of redemption, as the case may be.
The Company expects to close the Notes Offering
on or about January 26, 2021, subject to the satisfaction of
customary closing conditions.
The Notes have been offered in the United States
to persons reasonably believed by the initial purchasers to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). The
Notes, any ADSs deliverable upon conversion of the Notes and the
Class A ordinary shares represented thereby have not been and will
not be registered under the Securities Act or the securities laws
of any other place, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
This press release shall not constitute an offer
to sell or a solicitation of an offer to purchase any 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.
This press release contains information about
the pending offering of the Notes, and there can be no assurance
that the Notes Offering will be completed.
About 21Vianet
21Vianet Group, Inc. is a leading carrier- and
cloud-neutral data center services provider in China. 21Vianet
provides hosting and related services, including IDC services,
cloud services, and VPN services to improve the reliability,
security and speed of its customers’ internet infrastructure.
Customers may locate their servers and equipment in 21Vianet’s data
centers and connect to China’s internet backbone. 21Vianet operates
in more than 20 cities throughout China, servicing a diversified
and loyal base of over 6,000 hosting and related enterprise
customers that span numerous industries ranging from internet
companies to government entities and blue-chip enterprises to
small- to mid-sized enterprises.
Safe Harbor Statement
This announcement contains forward-looking
statements. These forward-looking statements are made under the
“safe harbor” provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These statements can be identified by
terminology such as “will,” “expects,” “anticipates,” “future,”
“intends,” “plans,” “believes,” “estimates” and similar statements.
Statements that are not historical facts, including statements
about 21Vianet’s beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement. Information regarding these and other risks is included
in 21Vianet’s reports filed with, or furnished to, the SEC. All
information provided in this press release is as of the date of
this press release, and 21Vianet undertakes no duty to update such
information, except as required under applicable law.
Investor Relations
Contacts:
21Vianet Group, Inc.Rene Jiang+86 10 8456
2121IR@21Vianet.com
Julia Jiang+86 10 8456 2121IR@21Vianet.com
ICR, Inc.Xinran Rao+1 (646) 405-4922IR@21Vianet.com
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