21Vianet Group, Inc. (Nasdaq:VNET) (“21 Vianet” or the “Company”),
a leading carrier- and cloud-neutral Internet data center services
provider in China, today announced the acceptance and results of
the Company’s previously announced invitation to eligible holders
of the US$300 million senior notes, due 2020 at a coupon rate of
7.000% per annum (the “2020 Notes”, ISIN: XS1640517907: Common
Code: 164051790 ), to tender their 2020 Notes for purchase for cash
(the “Tender Offer”) upon the terms and subject to the conditions
set forth in an offer to purchase dated March 29, 2019 (the “Offer
to Purchase”).
The Company also announced that the Company has
priced the offering of US$300 million in aggregate principal amount
of the USD-denominated notes due 2021 at an interest rate of 7.875%
per annum (the “New Notes”). The New Notes are being offered
outside the United States in offshore transactions to non-U.S.
persons in reliance on Regulation S under the Securities Act of
1933, as amended (the “Securities Act”). The New Notes will
initially be subject to certain resale restrictions in the United
States during the 40-day distribution compliance period pursuant to
Regulation S under the Securities Act.
Reference is made to the announcement dated
March 29, 2019 relating to the Tender Offer and the offering of the
New Notes (the “Concurrent New Money Issuance”).
Results of the Tender Offer
The Tender Offer for repurchase of the 2020
Notes expired at 5:00 p.m. (London Time) on April 8, 2019 (the
“Expiration Deadline”).
As at the Expiration Deadline, US$150,839,000 in
principal amount of the 2020 Notes (the “Maximum Acceptance
Amount”), representing approximately 50.28% of the US$300 million
total aggregate principal amount of the 2020 Notes outstanding as
at such date, had been validly tendered and not validly
withdrawn.
Subject to the terms and conditions of the
Tender Offer, the Company will accept for purchase such 2020 Notes
in full with no pro rata scaling.
2020 Notes repurchased by the Company pursuant
to the Tender Offer will be cancelled. Any 2020 Notes that remain
outstanding after the Tender Offer will continue to be the
obligations of the Company. Holders of those outstanding 2020 Notes
will continue to have all the rights associated with those 2020
Notes.
The Settlement Date for the Tender Offer is
currently expected to be not later than April 16, 2019. The
Company’s obligation to accept for purchase, and to pay for, 2020
Notes validly tendered and not validly withdrawn pursuant to the
Tender Offer is conditioned upon certain conditions having occurred
or having been waived by the Company, including the completion of
Concurrent New Money Issuance.
The Dealer Managers for the Tender Offer
are:
Credit Suisse (Hong Kong)
LimitedLevel 88, International Commerce Centre1 Austin
Road West, KowloonHong KongAttention: Legal – Investment Banking
andCapital Markets
Barclays Bank PLC5 The North
Colonnade Canary Wharf London E14 4BB United KingdomTelephone: +44
20 7773 8890Attention: Liability Management GroupEmail:
eu.lm@barclays.com
with a copy to:
Barclays Bank PLC41/F Cheung
Kong Center2 Queen’s Road CentralHong KongTelephone: +852 2903
2706Attention: Liability Management GroupEmail:
tmgap@barclays.com
The Information and Tender Agent for the Tender
Offer is:
D.F. King Ltd.
In London:125 Wood StreetLondon EC2V 7AN United
KingdomTelephone: +44 20 7920 9700
In Hong Kong:Suite 1601, 16/F, Central Tower28
Queen’s Road Central Central, Hong Kong Telephone: +852 3953
7230
Email: 21vianet@dfkingltd.comTender Offer
Website: https://sites.dfkingltd.com/21vianet
For a detailed statement of the terms and
conditions of the Tender Offer, holders of the Notes should refer
to the Offer to Purchase. The terms of the Tender Offer are more
fully described in the Offer to Purchase, copies of which may be
obtained from the Tender Offer Website
(https://sites.dfkingltd.com/21vianet), subject to eligibility
confirmation and registration.
Capitalized terms used herein with respect to
the Tender Offer but not defined shall have the same respective
meanings when used in the Offer to Purchase.
Any questions or requests for assistance
concerning the terms of the Tender Offer may be directed to the
Dealer Managers. Any questions or requests for assistance
concerning the Tender Offer or for additional copies of the Offer
to Purchase and any other related documents may be directed to the
Information and Tender Agent. A beneficial owner of 2020 Notes may
also contact its custodian or intermediary for assistance
concerning the Offer.
This release also does not constitute an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of tenders with respect to any 2020 Notes. The Tender
Offer is being made solely pursuant to the Offer to Purchase and
related materials. Eligible Holders should read the Offer to
Purchase and related materials carefully prior to making any
decisions with respect to the Tender Offer because they contain
important information. Eligible Holders may obtain a free copy of
the Offer to Purchase from the Dealer Managers or the Information
and Tender Agent specified above.
The distribution of the Offer to Purchase in
certain jurisdictions may be restricted by law. Persons into whose
possession the Offer to Purchase comes are required by each of the
Company, the Dealer Managers and the Information and Tender Agent
to inform themselves about, and to observe, any such restrictions.
The Offer to Purchase does not constitute an invitation to
participate in the Tender Offer in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation
or for there to be such participation under applicable securities
laws.
The Concurrent New Money
Issuance
The Company is pleased to announce that it has
priced the offering of US$300 million in aggregate principal amount
of the New Notes. Interest on the New Notes will be payable
semi-annually in arrears on, or nearest to, April 15 and October 15
in each year, beginning on October 15, 2019. The New Notes will
mature on October 15, 2021. The Notes have been provisionally rated
B1 by Moody’s, B+ by S&P and B+ by Fitch.
The Company intends to use the Notes proceeds to
refinance its outstanding offshore indebtedness, fund future
capital needs, and for general corporate purposes.
Credit Suisse and Barclays are acting as the
joint global coordinators for the transaction. Credit Suisse,
Barclays and Orient Securities (Hong Kong) are acting as the joint
book-runners and joint lead managers for the transaction.
The Company expects to close the offering of the
New Notes on or about April 15, 2019, subject to the satisfaction
of customary closing conditions.
This announcement shall not constitute an offer
to sell or a solicitation of an offer to purchase any of the New
Notes, and shall not constitute an offer, solicitation or sale of
the New Notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. No public offering of the
New Notes will be made in the United States or to, or for the
account or benefit of any U.S. person, and the Company does not
intend to register any part of the offering in the United
States.
This announcement contains information about the
pending offering of the New Notes, and there can be no assurance
that the offering will be completed.
About 21Vianet
21Vianet Group, Inc. is a leading carrier- and
cloud-neutral Internet data center services provider in China.
21Vianet provides hosting and related services, including IDC
services, cloud services, and business 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 30 cities throughout China,
servicing a diversified and loyal base of nearly 5,000 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.
Among other things, quotations from management in this announcement
as well as 21Vianet’s strategic and operational plans contain
forward-looking statements. 21Vianet may also make written or oral
forward-looking statements in its reports filed with, or furnished
to, the U.S. Securities and Exchange Commission, in its annual
reports to shareholders, in press releases and other written
materials and in oral statements made by its officers, directors or
employees to third parties. 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, including but not
limited to the following: 21Vianet’s goals and strategies;
21Vianet’s expansion plans; the expected growth of the data center
services market; expectations regarding demand for, and market
acceptance of, 21Vianet’s services; 21Vianet’s expectations
regarding keeping and strengthening its relationships with
customers; 21Vianet’s plans to invest in research and development
to enhance its solution and service offerings; and general economic
and business conditions in the regions where 21Vianet provides
solutions and services. Further information regarding these and
other risks is included in 21Vianet’s reports filed with, or
furnished to, the Securities and Exchange Commission. All
information provided in this press release and in the attachments
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 Contact:
21Vianet Group, Inc.Rene
Jiang+86 10 8456 2121IR@21Vianet.com
Julia Jiang+86 10 8456 2121IR@21Vianet.com
ICR, Inc.Jack
Wang+1 (646) 405-4922IR@21Vianet.com
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