ST Telemedia Amends GDS Holdings Stake Filing

TL;DR

ST Telemedia updated its GDS Holdings ownership filing, watch for changes.

AI Summary

Singapore Technologies Telemedia Pte Ltd (ST Telemedia) has amended its Schedule 13D filing for GDS Holdings Limited, reporting a change in its beneficial ownership as of May 29, 2024. The filing indicates a shift in the group members associated with ST Telemedia, including STT Communications Ltd, STT Garnet Pte. Ltd., and STT GDC Pte. Ltd., all of which are involved with GDS Holdings.

Why It Matters

This amendment signals potential shifts in control or strategic interests in GDS Holdings, a major data center operator, which could impact its future operations and partnerships.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate changes in significant shareholder intentions, potentially affecting stock price and corporate strategy.

Key Players & Entities

• Singapore Technologies Telemedia Pte Ltd (company) — Filing party
• GDS Holdings Limited (company) — Subject company
• STT Communications Ltd (company) — Group member of filing party
• STT Garnet Pte. Ltd. (company) — Group member of filing party
• STT GDC Pte. Ltd. (company) — Group member of filing party

FAQ

Key Financial Figures

• $0.00005 — r) Class A Ordinary Shares, par value $0.00005 per share (Title of Class of Securiti

Filing Documents

• d843713dsc13da.htm (SC 13D/A) — 155KB
• d843713dex991.htm (EX-99.1) — 7KB
• d843713dex993.htm (EX-99.3) — 52KB
• d843713dex994.htm (EX-99.4) — 8KB
• 0001193125-24-148660.txt ( ) — 223KB

of the

Item 2 of the This Schedule 13D is filed jointly on behalf of Singapore Technologies Telemedia Pte Ltd, a company organized under the laws of the Republic of Singapore ( STT ), STT Communications Ltd, a company organized under the laws of the Republic of Singapore ( STTC ) and a wholly-owned subsidiary of STT, STT Garnet Pte. Ltd., a company organized under the laws of the Republic of Singapore ( STT Garnet ) and a wholly-owned subsidiary of STTC, and STT GDC Pte. Ltd., a company organized under the laws of the Republic of Singapore ( STT GDC and, together with STT, STTC and STT Garnet, the Reporting Persons ) and a wholly-owned subsidiary of STTC. The address of the principal business office of STT, STTC and STT Garnet is 1 Temasek Avenue, #33-01, Millenia Tower, Singapore 039192. The address of the principal business office of STT GDC is 3 Temasek Avenue, #28-01, Centennial Tower, Singapore 039190. The principal business of STT is providing management services, strategic investments specializing in communications & media, data centers and infrastructure technology businesses and investment holding. The principal business of STTC is providing management services, strategic investments specializing in communications & media, data centers and infrastructure technology businesses and investment holding. The principal business of STT Garnet is investment holding. The principal business of STT GDC is providing data center services through its portfolio of data centers globally, either directly or through investments in data center operating companies. The name, business address, present principal occupation and citizenship of the directors and executive officers of each of the Reporting Persons are set forth in Schedule A attached hereto, which is incorporated herein by reference. Neither the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, any of the persons li

of the Statement is hereby amended and supplemented by inserting the following

Item 3 of the Statement is hereby amended and supplemented by inserting the following: The information set forth in the first paragraph under 2024 Restructuring of Item 4 below is incorporated herein by reference. CUSIP No. 36165L108 Page 6 of 7 Item4. Purpose of Transaction

of the Statement is hereby amended and supplemented by inserting the following

Item 4 of the Statement is hereby amended and supplemented by inserting the following: 2024 Restructuring On May 29, 2024, in connection with an internal portfolio rationalization by STT GDC, all the Class A Shares and 0.25% Convertible Senior Notes due 2029 previously held by STT GDC were transferred to STT Garnet, a wholly-owned subsidiary of STTC (the Restructuring ). As a result of the Restructuring, STT GDC ceased to be the beneficial owner of any securities of the Issuer. In connection with the transfer of the 0.25% Convertible Senior Notes due 2029 to STT Garnet, STT Garnet entered into a joinder agreement, dated May 29, 2024, with the Issuer pursuant to which STT Garnet is accorded with all rights and undertakes to perform and comply with the obligations of a noteholder under the 0.25% Convertible Senior Notes due 2029. Further, in connection with the Restructuring, the Issuer, STT GDC and STT Garnet entered into an investor rights assignment agreement, dated as of May 29, 2024, pursuant to which STT GDC assigned its registration rights under the February 2022 Amended June 2020 IRA and its information rights under the Information Rights Letter to STT Garnet. On May 29, 2024, STT Garnet also executed a deed of adherence under which STT Garnet covenanted to observe, perform and be bound by all applicable terms and conditions of the February 2022 Amended June 2020 IRA. The descriptions of the above mentioned joinder agreement, investor rights assignment agreement and deed of adherence do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively, and incorporated herein by reference. Item5. Interest in Securities of the Issuer

of the Statement is amended and restated in its entirety as follows

Item 5 of the Statement is amended and restated in its entirety as follows: (a)-(b) STT, through its ownership of STTC and STT Garnet, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 493,288,484 Class A Shares, including 16,000,000 Class A Shares issuable upon conversion of the 0.25% Convertible Senior Notes due 2029, or approximately 34.2% of the outstanding Class A Shares, and to have shared power over the voting and disposition of such Class A Shares, as of May 29, 2024. STTC, through its conversion of the 0.25% Convertible Senior Notes due 2029, or approximately 34.2% of the outstanding Class A Shares, and to have shared power over the voting and disposition of such Class A Shares, as of May 29, 2024. STT Garnet directly owns 493,288,484 Class A Shares (directly or in the form of ADSs), including 16,000,000 Class A Shares issuable upon conversion of the 0.25% Convertible Senior Notes due 2029, or approximately 34.2% of the outstanding Class A Shares, and has shared power over the voting and disposition of such Class A Shares, as of May 29, 2024. CUSIP No. 36165L108 Page 7 of 7 The foregoing percentage of beneficial ownership of the Reporting Persons is calculated by dividing (i) the 493,288,484 Class A Shares deemed to be beneficially owned by each of the Reporting Persons by (ii) 1,426,391,679 Class A Shares outstanding, comprising 1,511,590,567 Class A Shares outstanding as of March 31, 2024, less 85,198,888 Class A Shares held by JPMorgan Chase Bank, N.A., as depositary, which are reserved for future delivery upon exercise or vesting of share awards granted under the Issuers share incentive plans, as set forth in the Issuers 2023 Form 20-F, plus 16,000,000 Class A Shares issuable upon conversion of the 0.25% Converti

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of the Statement is hereby amended and supplemented by inserting the following

Item 6 of the Statement is hereby amended and supplemented by inserting the following: The information set forth in the second and third paragraphs under 2024 Restructuring of Item 4 above is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit Description 99.1 Joint Filing Agreement, dated May 29, 2024, among STT, STTC, STT Garnet and STT GDC. 99.2 Form of Joinder Agreement (incorporated by reference to Exhibit B of the Form of Convertible Note Instrument included as Exhibit 4.5 of the current report on Form 6-K furnished by the Issuer to the Commission on February 22, 2022). 99.3 Investor Rights Assignment Agreement, dated as of May 29, 2024, among the Issuer, STT GDC and STT Garnet. 99.4 Deed of Adherence, dated May 29, 2024, of STT Garnet. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: May 29, 2024 SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD By: /s/ Chan Jen Keet Name: Chan Jen Keet Title: Company Secretary STT COMMUNICATIONS LTD By: /s/ Chan Jen Keet Name: Chan Jen Keet Title: Company Secretary STT GARNET PTE. LTD. By: /s/ Chan Jen Keet Name: Chan Jen Keet Title: Company Secretary STT GDC PTE. LTD. By: /s/ Bruno Lopez Name: Bruno Lopez Title: Director SCHEDULE A The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below. The following is a list of the directors and executive officers of STT: Name, Business Address and Position Present Principal Occupation Citizenship Teo Ek Tor 16 Collyer Quay #10-00 Income at Raffles Singapore 049318 (Chairman and Director, STT) Corporate Director Singaporean Sio Tat Hiang 3 Temasek Avenue #28-01 Centennial Tower Singapore 039190 (Director, STT) Corporate Director Singaporean Stephen Geoffrey Miller 1 Temasek Avenue #33-01 Millenia Tower Singapore 039192 (Director, STT) President & Group CEO, STT and STTC Australian Bruno Lopez 3 Temasek Avenue #28-01 Centennial Tower Singapore 039190 (Director, STT) Depu

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