Latest news with #Notes
Hans India
10 hours ago
- Business
- Hans India
Meta's Policy Shift Sparks Surge in Harmful Content Across Facebook
Meta's latest Integrity Report reveals an unsettling trend: a notable uptick in violent content and online harassment on Facebook. The rise comes in the wake of a strategic pivot by Meta to ease moderation policies, aimed at reducing enforcement errors and encouraging greater political expression. This is the company's first major report since it implemented these changes in January 2025. It provides insight into how the softer approach is playing out across its major platforms—Facebook, Instagram, and Threads. While Meta's intention was to make moderation more balanced and less prone to error, the results are raising red flags. Harmful Content on the Rise The numbers are telling. Meta reported that the volume of violent and graphic content on Facebook grew from 0.06–0.07 percent in late 2024 to 0.09 percent in the first quarter of 2025. While the percentages may appear small, the actual volume is substantial given Facebook's massive user base. The company also noted an increase in bullying and harassment content, largely attributed to a surge in March. "There was a small increase in the prevalence of bullying and harassment content from 0.06–0.07 percent to 0.07–0.08 percent on Facebook due to a spike in sharing of violating content in March," the report stated. These reversals are particularly concerning as they follow years of gradual decline in harmful content, casting doubt on the effectiveness of Meta's updated enforcement strategy. Less Content Being Removed Alongside the rise in harmful content, there's been a significant drop in content removals. In Q1 2025, Meta took action on just 3.4 million pieces under its hate speech policy—the lowest since 2018. Spam removals halved, plunging from 730 million at the end of 2024 to 366 million in early 2025. Even fake account removals dipped from 1.4 billion to 1 billion. Meta's revised approach focuses only on the most egregious content, such as child exploitation and terrorism, leaving more nuanced or controversial posts untouched. Topics like immigration, gender identity, and race, previously subject to stricter scrutiny, are now categorised under political discourse and granted wider leeway. Redefining Hate Speech The company has also narrowed its definition of hate speech. Where it once included contemptuous or exclusionary language, the new policy focuses solely on direct attacks and dehumanizing language. As a result, content previously flagged for expressing inferiority or exclusion now slips through the cracks. This change is part of Meta's effort to minimise over-enforcement, but has raised concern among experts who warn that harmful rhetoric may go unchecked under the new rules. A Shift in Fact-Checking Another significant change came in early 2025 when Meta ended its U.S.-based third-party fact-checking partnerships. In their place, the company launched a user-driven initiative called Community Notes. These are now live across Facebook, Instagram, Threads, and even Reels and Threads replies. Although Meta has yet to provide data on the effectiveness of Community Notes, some experts have expressed doubts about its reliability. They worry the system, heavily dependent on crowd input, could be vulnerable to bias or manipulation without editorial oversight. Meta Claims Progress Despite Warnings Despite these concerning trends, Meta claims its new moderation model is showing success in reducing enforcement mistakes. According to the company, moderation errors in the U.S. dropped by roughly 50 percent from Q4 2024 to Q1 2025. However, Meta has not clarified how this figure is calculated, though it promises to provide clearer metrics in future reports. The company says it is striving to 'strike the right balance' between being too lenient and too aggressive in enforcement. Teen Safety Still a Focus One area where Meta continues to maintain strict moderation is content directed at teenagers. The company is rolling out Teen Accounts across its platforms to better filter content and shield younger users from bullying, violence, and inappropriate material. While the company remains committed to teen safety, its broader approach to content moderation appears to be under increasing scrutiny. With harmful content trending upward and enforcement actions in decline, Meta may soon face pressure to reconsider how it polices the world's largest social media platforms.
Yahoo
a day ago
- Business
- Yahoo
Stantec Announces Private Offering of $425 Million Senior Unsecured Notes
(All financial figures are expressed in Canadian dollars) EDMONTON, Alberta, May 30, 2025 (GLOBE NEWSWIRE) -- Stantec Inc. ('Stantec') (TSX, NYSE: STN), a global leader in sustainable engineering, architecture and environmental consulting announced that it has priced a private placement offering (the "Offering") of $425 million aggregate principal amount of 4.374% senior unsecured notes due June 10, 2032 (the "Notes"). The Offering is expected to close on or about June 10, 2025 subject to customary closing conditions. Stantec intends to use the net proceeds of the Offering to repay existing indebtedness and for general corporate purposes. The Notes will be issued at par for aggregate gross proceeds of $425 million and will bear interest at a fixed rate of 4.374% per annum, payable semi-annually on June 10 and December 10 of each year, commencing on December 10, 2025. The Notes will be direct senior unsecured obligations of Stantec and will rank pari passu with all of Stantec's existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of Stantec. The Notes have been assigned a provisional rating of BBB, with a stable trend, by DBRS Limited (Morningstar DBRS), and are being offered in Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation. The Notes have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act). This news release shall not constitute an offer to sell or the solicitation of an offer to buy, any security, nor shall there be any offer to sell or a solicitation of an offer to buy the Notes in any jurisdiction where it is unlawful to do so. Cautionary Note Regarding Forward-Looking Statements This news release contains forward-looking statements which include statements about the size and terms of the proposed Offering of Notes, the timing and completion of the Offering, the expected use of the net proceeds of the Offering and any other future events or developments described herein. Forward-looking statements also include any other statements that do not refer to historical facts. By their nature, forward-looking statements are based on assumptions and factors including, without limitation: historical trends, current and future economic and financial conditions, and expected future developments. Stantec believes such assumptions and factors are reasonably accurate at the time of preparing this news release. However, forward-looking statements are not guarantees of future performance and are subject to inherent risks and uncertainties which could cause future results to differ materially from the forward-looking statements made in this news release. Such risks and uncertainties include, but are not limited to, the disclosure contained under the heading "Risk Factors" in Stantec's management discussion and analysis for the year ended December 31, 2024 (the "MD&A") and for the three months ended March 31, 2025 (the "Q1 MD&A"), and in Stantec's other continuous disclosure filings. The MD&A and Q1 MD&A are accessible online by visiting EDGAR on the SEC website at or by visiting the CSA website at or Stantec's website, There is a specific risk that the Offering described above may be delayed, cancelled, suspended or terminated. Any forward-looking statements are made as of the date hereof and, except as may be required by law, Stantec undertakes no obligation to publicly update or revise any forward-looking statements. Forward-looking statements are provided herein for the purpose of giving information about the Offering referred to above and its expected impact. Readers are cautioned that such information may not be appropriate for other purposes. Readers should not place undue reliance on forward-looking statements made in this news release, which are expressly qualified by this cautionary statement. About Stantec Stantec empowers clients, people, and communities to rise to the world's greatest challenges at a time when the world faces more unprecedented concerns than ever before. We are a global leader in sustainable engineering, architecture, and environmental consulting. Our professionals deliver the expertise, technology, and innovation communities need to manage aging infrastructure, demographic and population changes, the energy transition, and more. Today's communities transcend geographic borders. At Stantec, community means everyone with an interest in the work that we do—from our project teams and industry colleagues to our clients and the people our work impacts. The diverse perspectives of our partners and interested parties drive us to think beyond what's previously been done on critical issues like climate change, digital transformation, and future-proofing our cities and infrastructure. We are designers, engineers, scientists, project managers, and strategic advisors. We innovate at the intersection of community, creativity, and client relationships to advance communities everywhere, so that together we can redefine what's possible. Stantec trades on the TSX and the NYSE under the symbol STN. For further information: Investor ContactJess NieukerkStantec Investor RelationsPh: (403)
Yahoo
a day ago
- General
- Yahoo
The 6 Best Lessons I Learned From Seeing a Dating Coach
At the age of 32, after what felt like a lifetime of suffering at the hands of love, I decided it was time to seek professional help—not from a therapist (I'd been in therapy for years), but from a dating coach. I admit I was hesitant at first; while I trusted that traditional therapy could help with my mental health, I worried using a 'coach' to reinvigorate my dating life would feel cringey or self-indulgent. (I am a skeptical millennial, after all.) But when a colleague brought up the possibility of seeing someone who specialized in love, sex, and dating, I reconsidered the idea. And spoiler alert: My fears were very wrong. Turns out, a dating coach can help with a range of love and relationship concerns. For me, that meant working to heal my anxious attachment style, develop my self-worth, and ultimately, find a healthy, happy partnership with another person. Your goals might look different—maybe you're struggling with commitment, or keep falling for people who aren't emotionally available—but the beauty of coaching is that it's tailored to you. That said, not everyone needs or wants one-on-one coaching to start making meaningful changes. Below, I'm sharing six of the most impactful lessons I picked up on my own journey—the ones that made dating feel less miserable, more intentional, and (dare I say it) even kind of enjoyable. It may sound a little woo-woo, but this really changed the game for me early on. 'Creating your dating mantra is a powerful way to anchor yourself in your values, your worth, and the kind of relationship you're available for,' says dating and relationships coach Vicki Pavitt—who, full disclosure, is also my coach. In fact, devising a mantra was one of the very first tasks Pavitt gave me when we started working together. Together, we landed on: 'I am available for a safe, kind, passionate, and laughter-filled relationship, with somebody who is trustworthy, honest, loyal, and funny.' Coming up with your own doesn't require a coach—you can easily do it on your own to clarify and commit to your dating goals. Try writing it down and sticking it to your mirror, keeping it in your Notes app, or repeating it to yourself whenever you meet someone new. It could sound like, 'I will only date people who make a clear effort with me from the beginning,' or 'Patience, trust, and loyalty are crucial for me in a relationship, therefore I will never settle for less.' Before coaching, I knew roughly what kind of person I wanted to meet and how I'd like to feel about myself, but creating a clear statement about what I'm seeking shifted the way I approached dates. If a person did not align with my mantra, they were out. It may sound cut-throat, but it certainly saved a lot of time and potential heartbreak! Perhaps my favorite piece of 'homework' my coach gave me—and one I think any person on the dating scene would benefit from trying—was compiling two lists: one about dating nonnegotiables, and the other, red flags. Like with a dating mantra, thinking about what is really important to you (and getting it down on paper) helps to confirm what kind of person you're looking for. It also allows accountability; next time you're dating someone, you can check your list to see if this person 'measures up' (within reason). 'When you're honest about the things you can't compromise on, you stay anchored in your truth and are much more likely to attract a relationship that honors your needs and vision for love,' Pavitt notes. In case you need some inspiration, my nonnegotiables included finding a person who was looking for a long-term monogamous relationship and who treated me as a priority in their life. I also knew I was searching for someone who honored consent, communication, loyalty, and kindness. My red flags, on the other hand, looked like a person who had a bad temper, was close friends with an ex, and who showed obvious signs of being avoidant. These days, we all talk about attachment styles as if they're the most integral part of modern dating—and don't get me wrong, they can be super valuable for understanding yourself and your relationship. In fact, the reason I first sought out a coach was to work on my anxious attachment style, which had manifested over the years as constant reassurance seeking, panicking, and self-sabotaging. But while I've seen results working on those issues—through coping mechanisms recommended in coaching and books such as Jessica Baum's Anxiously Attached—I've also found acceptance to be just as helpful. None of us are perfect, and even with all the self-work in the world, it's natural to slip back into old anxious or avoidant patterns now and then. The real goal isn't to 'fix' your attachment style, then, but to gradually move toward more secure behaviors—without beating yourself up when you don't get it exactly right. That means you can take it one moment at a time. For instance, the next time you start to spiral because someone you like hasn't replied in a couple of hours, try writing in your journal and listing the ways they've shown interest so far. Small self-soothing exercises like this—rather than immediately reaching for external reassurance—can help you edge closer to secure behavior over time. It's pretty human to stick to the 'known.' But if you're still single and actively looking for a partner, perhaps it's time to acknowledge that going with what's familiar isn't always the right play. Whether that's a certain type of person, situation, or emotional dynamic, some patterns can feel weirdly comfortable, not because they're healthy, but because they mirror something you've come to expect in relationships. And until you recognize that, it's easy to confuse 'this feels familiar' with 'this must be right.' For this reason, getting out of your comfort zone can be a very good thing when dating. Before I started working with my coach, I'd become so used to chaos, drama, and 'passion' that I started to associate all of it with love. I chased the elusive 'spark' and found myself drawn to the high highs and low lows of emotionally volatile connections. But I've since realized that immediately feeling intense passion and chemistry with someone doesn't necessarily mean they'll be right for me. These days, I try to give people more of a chance—usually two or three dates—before making a judgment. It's a small shift, but it's helped me move away from the rollercoaster connections I once chased and toward dynamics that actually support what I want long-term. Whether your own 'familiar' looks like chaos, emotional unavailability, or something else entirely, noticing that pattern is the first step to choosing something better. It might sound obvious, but for the anxiously attached—or just the chronically overbooked—dating can feel like a complete chore. I'm usually very sociable, but I've lost count of how many times I've nearly bailed on a date because the thought of meeting someone new made me feel physically sick. For some reason, my nervous system struggles to recognize the difference between swimming in shark-infested waters and going on a silly little first date. Thankfully, Pavitt helped me reframe the experience. 'Dating isn't meant to feel like a job interview,' she tells me. 'It can be a space for connection, self-discovery, and even joy.' With a few small mindset shifts, dating started to feel lighter. Instead of obsessing over whether someone liked me, I started asking myself whether I liked them. Rather than stress about long-term potential, I approached each date with curiosity: What can I learn or enjoy from this experience—whether we're a match or not? Even if it's just discovering a new restaurant you like or going to a movie you've wanted to see for a while, you can find some positive spin on time spent with a mediocre match. Not to mention, even terrible dates have their lessons—like new items to put on your red flag list. With this approach, I stopped putting so much pressure and emphasis on a single date, which helped me start to just enjoy people's company more. I've even made a few friends and prospective work contacts this way—and found my new favorite Italian in the city! Going on date after date, week after week to no avail can be exhausting. Trust me, I get it. But the process has taught me it's a numbers game, and to not settle until I find the right number—even if it's a high one! In the meantime, coaching taught me the importance of working on being gentle and kind to myself. In short: Date yourself first—and well—and you'll be less tempted to attach yourself to another who doesn't. 'When we are kind and loving towards ourselves, through the highs and lows of life, we invite others to do the same,' Pavitt says. 'The way we treat ourselves sets the tone for our romantic connections, whether we're dating or in a relationship.' So on top of treating yourself with grace and care, hold yourself to the same standards you would a partner, and prioritize time with yourself where you can enjoy your own company. Strengthening this relationship with yourself means not needing someone and can help you to break free from unhealthy habits like settling for toxicity. I've worked a lot on self-acceptance and self-love throughout coaching and beyond and feel growth in many ways, making me more ready than ever for a healthy partnership. That said, it's also important to accept that nobody is perfect, nor are they ever 'fully healed.' You don't have to solve everything before finding somebody, and the right person will meet you where you're at. But when you embrace healthier dating habits, the process will be a little less miserable—maybe even kind of enjoyable. Related: Having an Avoidant Attachment Style Isn't a Relationship Death Sentence 8 Online Dating Horror Stories From People Who Eventually Found Their Person How to Take Rejection Way Less Personally Originally Appeared on Self
Yahoo
a day ago
- Business
- Yahoo
GDS Announces Closing of Offering of US$550 Million Convertible Senior Notes and Full Exercise of Option to Purchase Additional Notes
SHANGHAI, China, May 30, 2025 (GLOBE NEWSWIRE) -- GDS Holdings Limited ('GDS Holdings', 'GDS' or the 'Company') (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the closing of its previously announced offering of 2.25% convertible senior notes in an aggregate principal amount of US$550 million due 2032 (the 'Notes'), which amount reflects 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 Notes were offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). GDS received net proceeds from the Notes Offering of approximately $534.9 million, after deducting the initial purchasers' discounts and estimated issuance expenses. The Company plans to use the net proceeds from the Notes Offering for working capital needs and the refinancing of its existing indebtedness, including potential future negotiated repurchases, or redemption upon exercise of the investor put right, of its convertible bonds due 2029. The Notes are senior unsecured obligations of GDS and bear interest at a rate of 2.25% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2025. The Notes will mature on June 1, 2032, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. The initial conversion rate of the Notes is 30.2343 American depositary shares, each representing eight Class A ordinary shares of the Company (the 'ADSs'), per US$1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately US$33.08 per ADS and represents a conversion premium of approximately 35% above the public offering price of the Primary ADSs (as defined below), which was US$24.50 per ADS (the 'ADS Public Offering Price')). The conversion rate of the Notes is subject to adjustment upon the occurrence of certain events. Prior to the close of business on the business day immediately preceding December 1, 2031, the Notes will be convertible only upon satisfaction of certain conditions and during certain periods. On or after December 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at their option at any time. Upon conversion, the Company will pay or deliver, as the case may be, cash, the ADSs or a combination of cash and ADSs, at the Company's election. Holders may also elect to receive Class A ordinary shares in lieu of any ADSs deliverable upon conversion, subject to certain procedures and conditions set forth in the terms of the Notes. The Company may redeem for cash all but not part of the Notes (i) in the event of certain tax law changes (a 'Tax Redemption') or (ii) if less than 10% of the aggregate principal of amount of notes originally issued (for the avoidance of doubt, including the notes issued upon the exercise of the initial purchasers' option to purchase additional notes) remains outstanding at such time (a 'Cleanup Redemption'). The Notes are not redeemable before June 6, 2029, except in connection with a Tax Redemption or Cleanup Redemption. On or after June 6, 2029 and on or prior to the 40th scheduled trading day immediately prior to the maturity date, the Notes will be redeemable, in whole or in part, for cash at the Company's option at any time, and from time to time, if (x) the notes are 'freely tradable' (as defined in the indenture for the Notes), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date we send such notice and (y) the last reported sale price of the ADSs has been at least 130% of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately prior to the date the Company provides notice of redemption and (ii) the trading day immediately preceding the date the Company sends such notice (such redemption, an 'Optional Redemption'). The redemption price in the case of a Tax Redemption, Cleanup Redemption or an Optional Redemption will equal 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the related redemption date. Holders of the Notes may require the Company to repurchase for cash all or part of their Notes on June 1, 2029. In addition, holders of the Notes have the option, subject to certain conditions, to require the Company to repurchase any Notes held in the event of a 'fundamental change' (as will be defined in the indenture for the Notes). The repurchase price, in each case, will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The Company expects that certain purchasers of the Notes may establish a short position with respect to its ADSs by short selling its ADSs or by entering into short derivative positions with respect to its ADSs (including entering into derivatives with an affiliate of an initial purchaser in the Notes Offering), in each case, in connection with the Notes Offering. Any of the above market activities by purchasers of the Notes could increase (or reduce any decrease in) or decrease (or reduce any increase in) the market price of the Company's ADSs or the Notes at that time, and the Company cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes or its ADSs. The Company also announced today by separate press release the closing of a separate registered public offering (the 'Delta Placement of Borrowed ADSs') of 6,000,000 ADSs, at the ADS Public Offering Price, that the Company lent to an affiliate (the 'ADS Borrower') of an initial purchaser in the Notes Offering in order to facilitate the privately negotiated derivative transactions by some holders of the Notes for purposes of hedging their investment in the Notes. The Company entered into an ADS lending agreement (the 'ADS Lending Agreement') with the ADS Borrower, pursuant to which the Company lent 6,000,000 ADSs (the 'Borrowed ADSs') to the ADS Borrower. The ADS Borrower or its affiliate received all of the proceeds from the sale of the Borrowed ADSs and the Company did not receive any of those proceeds, but the ADS Borrower paid the Company a nominal lending fee for the use of those ADSs pursuant to the ADS Lending Agreement. The activity described above could affect the market price of the Company's ADSs or the Notes otherwise prevailing at that time. The Company also announced today by separate press release the closing of a separate registered public offering (the 'Primary ADSs Offering') of 5,980,000 ADSs (the 'Primary ADSs'), at the ADS Public Offering Price, and reflecting the exercise in full by the underwriters of their option to purchase 780,000 additional Primary ADSs. Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy any securities, including the Notes, the Borrowed ADSs or the Primary ADSs, nor shall there be any offer or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Delta Placement of Borrowed ADSs and the Primary ADSs Offering were made only by means of separate prospectus supplements and accompanying prospectuses pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission (the 'SEC'). The Notes, the ADSs deliverable upon conversion of the Notes, if any, and the Class A ordinary shares represented thereby or deliverable upon conversion of Notes in lieu thereof, have not been and will not be registered under the Securities Act or any state securities laws, and were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. About GDS Holdings Limited GDS Holdings Limited (NASDAQ: GDS; HKEX: 9698) is a leading developer and operator of high-performance data centers in China. The Company's facilities are strategically located in and around primary economic hubs where demand for high-performance data center services is concentrated. 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 24-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. The Company also holds a non-controlling 35.6% equity interest in DayOne Data Centers Limited which develops and operates data centers in International markets. 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 Notes Offering, Delta Placement of Borrowed ADSs and the Primary ADSs Offering, 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 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 regions in which GDS' major equity investees operate, such as 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 results of operations, growth prospects, financial condition, regulatory environment, competitive landscape and other uncertainties associated with the business and operations of our significant equity investee DayOne; the continued adoption of cloud computing and cloud service providers in China and other major markets that may impact the results of our equity investees, such as 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 and those of its major equity investees; competition in GDS Holdings' industry in China and in markets that affect the business of our major equity investees, such as South East Asia; security breaches; power outages; and fluctuations in general economic and business conditions in China 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@ Piacente Financial CommunicationsRoss WarnerPhone: +86 (10) 6508-0677Email: GDS@ Brandi PiacentePhone: +1 (212) 481-2050Email: GDS@ GDS Holdings Limited
Yahoo
a day ago
- Business
- Yahoo
GDS Announces Closing of Offering of American Depositary Shares in connection with the Delta Placement of Borrowed ADSs
SHANGHAI, China, May 30, 2025 (GLOBE NEWSWIRE) -- GDS Holdings Limited ('GDS Holdings', 'GDS' or the 'Company') (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the closing of a previously announced registered public offering of 6,000,000 American Depositary Shares ('ADSs'), each representing eight Class A ordinary shares, par value US$0.00005 per share (the 'Delta Placement of Borrowed ADSs'), at a public offering price of US$24.50 per ADS (the 'Delta Public Offering Price'), which the Company lent (such loaned ADSs, the 'Borrowed ADSs') to an affiliate of the underwriter in the ADS offering (such affiliate, the 'ADS Borrower') pursuant to an ADS lending agreement with the ADS Borrower (the 'ADS Lending Agreement'). The ADS Borrower or its affiliate received all of the proceeds from the sale of the Borrowed ADSs. The Company did not receive any proceeds from the Delta Placement of Borrowed ADSs but received from the ADS Borrower a nominal lending fee, which was applied to fully pay up the Class A ordinary shares underlying the Borrowed ADSs. The Company believes that the Borrowed ADSs will not be considered outstanding for the purpose of computing and reporting its earnings per ADS under the current U.S. Generally Accepted Accounting Principles and, therefore, the Company believes that no dilution will occur as a result of the Borrowed ADSs. The Borrowed ADSs were sold concurrently with the pricing of the Notes Offering (as defined below) and the Primary ADSs Offering (as defined below). The Company was informed by the ADS Borrower that it or its affiliates intends to use the short position resulting from the Delta Placement of the Borrowed ADSs to facilitate privately negotiated derivatives transactions related to the Notes. The activity described above could affect the market price of the Company's ADSs or the Notes otherwise prevailing at that time. The Company also announced today by separate press release the closing of an offering of 2.25% convertible senior notes in an aggregate principal amount of US$550 million due 2032 (the 'Notes') in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), which amount reflects 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 Company also announced today by separate press release the closing of a separate registered public offering (the 'Primary ADSs Offering') of 5,980,000 ADSs (the 'Primary ADSs'), at a public offering price of US$24.50 per ADS (which is the same public offering price as the Delta Public Offering Price), and reflecting the exercise in full by the underwriters in the Primary ADSs Offering of their option to purchase 780,000 additional Primary ADSs. Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy any securities, including the Borrowed ADSs, the Notes or the Primary ADSs, nor shall there be any offer or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Delta Placement of Borrowed ADSs and the Primary ADSs Offering were made only by means of separate prospectus supplements and accompanying prospectuses pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission (the 'SEC'). The Company filed an automatic shelf registration statement on Form F-3 with the SEC. A preliminary prospectus supplement and the accompanying prospectus describing the terms of the Delta Placement of Borrowed ADSs were filed with the SEC. The prospectus supplement for the Delta Placement of Borrowed ADSs was filed with the SEC. The Delta Placement of Borrowed ADSs was made only by means of the prospectus supplement and accompanying prospectus. You may obtain these documents free of charge by visiting EDGAR on the SEC website at Copies of the prospectus supplement and the accompanying prospectus may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 866-803-9204 or by email at prospectus-eq_fi@ About GDS Holdings Limited GDS Holdings Limited (NASDAQ: GDS; HKEX: 9698) is a leading developer and operator of high-performance data centers in China. The Company's facilities are strategically located in and around primary economic hubs where demand for high-performance data center services is concentrated. 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 24-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. The Company also holds a non-controlling 35.6% equity interest in Day One Data Centers Limited which develops and operates data centers in International markets. 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 Notes Offering, Delta Placement of Borrowed ADSs and the Primary ADSs Offering, 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 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 regions in which GDS' major equity investees operate, such as 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 results of operations, growth prospects, financial condition, regulatory environment, competitive landscape and other uncertainties associated with the business and operations of our significant equity investee DayOne; the continued adoption of cloud computing and cloud service providers in China and other major markets that may impact the results of our equity investees, such as 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 and those of its major equity investees; competition in GDS Holdings' industry in China and in markets that affect the business of our major equity investees, such as South East Asia; security breaches; power outages; and fluctuations in general economic and business conditions in China 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@ Piacente Financial CommunicationsRoss WarnerPhone: +86 (10) 6508-0677Email: GDS@ Brandi PiacentePhone: +1 (212) 481-2050Email: GDS@ GDS Holdings LimitedError in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
