Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
September 03 2024 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 2)
VNET Group, Inc.
(Name of Issuer)
Class A Ordinary
Shares, par value US$0.00001 per share
(Title of Class of
Securities)
90138A103**
(CUSIP Number)
July 5, 2024
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
|
¨ | Rule |
13d-1(b) |
|
| |
|
|
x | Rule |
13d-1(c) |
|
| |
|
|
¨ | Rule |
13d-1(d) |
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required
in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
**
There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 90138A103 has been assigned to the American Depositary
Shares (“ADSs”) of the Issuer, each ADS representing six (6) Class A Ordinary Shares, which are quoted on the Nasdaq
Global Market under the symbol “VNET”.
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Bold Ally (Cayman) Limited |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
FI |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
CP5 Hold Co 2 Limited |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared
Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
FI |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
CP5 Hold Co 1 Limited |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared
Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
FI |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
SSG Capital Partners V, L.P. |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
FI |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Ares Management (Asia) Cayman Limited, f/k/a Ares SSG Capital
Management Limited |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
FI |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Ares Management Asia (Holdings) Limited, f/k/a Ares SSG Capital
Holdings Limited |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
FI |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Ares Management Asia Holdings, L.P., f/k/a Ares SSG Holdings,
L.P. |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
PN |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
AS Holdings GP LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
AS Holdings LP Ltd. |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
FI |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Ares Holdings L.P. |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
PN |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Ares Holdco LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Ares Management Corporation |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
CO |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Ares Voting LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Ares Management GP LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
CUSIP No. 90138A103 | Schedule 13G | |
1 |
Names of Reporting Persons
Ares Partners Holdco LLC |
2 |
Check
the Appropriate Box if a Member of a Group |
|
(a) |
¨ |
|
(b) |
x |
3 |
SEC
Use Only |
4 |
Citizen or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
0 |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
Not Applicable |
11 |
Percent of Class Represented by Amount
in Row 9
0.0% |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
Item 1.
|
(a) |
Name
of Issuer: |
|
|
VNET
Group, Inc. |
|
(b) |
Address
of Issuer’s Principal Executive Offices: |
|
|
Guanjie
Building, Southeast 1st Floor 10# Jiuxianqiao East Road Chaoyang District Beijing 100016 The People’s Republic of China |
Item 2.
|
(a) |
Name
of Person Filing: |
|
|
Each of the following is hereinafter individually
referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This
statement is filed on behalf of:
Bold Ally (Cayman) Limited (“Bold
Ally”)
CP5 Hold Co 2 Limited (“CP5 Hold
Co 2”)
CP5 Hold Co 1 Limited (“CP5 Hold
Co 1”)
SSG Capital Partners V, L.P. (“SSG
Capital Partners”)
Ares Management (Asia) Cayman Limited (“Ares
Management (Asia) Cayman”)
Ares Management Asia (Holdings) Limited (“Ares
Asia (Holdings) Limited”)
Ares Management Asia Holdings, L.P. (“Ares
Asia Holdings”)
AS Holdings GP LLC (“AS Holdings
GP”)
AS Holdings LP Ltd. (“AS Holdings
LP”)
Ares Holdings L.P. (“Ares Holdings”)
Ares Holdco LLC (“Ares Holdco”)
Ares Management Corporation (“Ares
Management”)
Ares Voting LLC (“Ares Voting”)
Ares Management GP LLC (“Ares Management
GP”)
Ares Partners Holdco LLC (“Ares
Partners”)
|
|
(b) |
Address
or Principal Business Office: |
|
|
The business address of Bold Ally, SSG Capital
Partners, Ares Management (Asia) Cayman, Ares Asia (Holdings) Limited and AS Holdings LP is Walkers Corporate Limited, 190 Elgin
Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.
The business address of CP5 Hold Co 2 and
CP5 Hold Co 1 is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
The business address of each other Reporting
Person is c/o Ares Management LLC, 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067.
|
|
(c) |
Citizenship
of each Reporting Person is: |
|
|
Bold Ally, SSG Capital Partners, Ares Management
(Asia) Cayman, Ares Asia (Holdings) Limited and AS Holdings LP are organized under the laws of the Cayman Islands.
CP5 Hold Co 2 and CP5 Hold Co 1 are organized
under the laws of the British Virgin Islands.
Each other Reporting Persons is organized
under the laws of the State of Delaware. |
|
(d) |
Title
of Class of Securities: |
|
|
Class A
ordinary shares, par value US$0.00001 per share (the “Class A Ordinary Shares”) |
|
(e) |
CUSIP
Number: |
|
|
There
is no CUSIP number assigned to the ordinary shares. CUSIP number 90138A103 has been assigned to the ADSs of the Issuer, each ADS
representing six (6) ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “VNET”. |
Item 3.
Not applicable.
Ownership
(a-c)
This amendment to Schedule 13G is being filed
to report that, as of the date hereof, the Reporting Persons do not beneficially own any shares of Common Stock.
| Item 5. | Ownership of Five Percent or Less
of a Class |
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: x
| Item 6. | Ownership of More than Five Percent
on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification
of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under
§ 240.14a-11.
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: September 3, 2024
|
Bold
Ally (Cayman) Limited |
|
|
|
/s/
Isatou Smith |
|
By:
Isatou Smith |
|
Its:
Authorized Signatory |
|
|
|
CP5
Hold Co 2 Limited |
|
|
|
/s/
Smita Atchanah |
|
By:
Smita Atchanah |
|
Its:
Authorized Signatory |
|
|
|
/s/
Ranjan Lath |
|
By:
Ranjan Lath |
|
Its:
Authorized Signatory |
|
|
|
CP5
Hold Co 1 Limited |
|
|
|
/s/
Smita Atchanah |
|
By:
Smita Atchanah |
|
Its:
Authorized Signatory |
|
|
|
/s/
Ranjan Lath |
|
By:
Ranjan Lath |
|
Its:
Authorized Signatory |
|
|
|
SSG
Capital Partners V, L.P. |
|
|
|
By:
SSG Capital Partners V GP, Ltd., its general partner |
|
|
|
/s/
Isatou Smith |
|
By:
Isatou Smith |
|
Its:
Authorized Signatory |
|
|
|
Ares
Management (Asia) Cayman Limited |
|
|
|
/s/
Isatou Smith |
|
By:
Isatou Smith |
|
Its:
Authorized Signatory |
|
|
|
Ares
Management Asia (Holdings) Limited |
|
|
|
/s/
Eric Michel Joseph Vimont |
|
By:
Eric Michel Joseph Vimont |
|
Its:
Authorized Signatory |
|
Ares Management Asia Holdings, L.P. |
|
|
|
By: AS Holdings GP LLC, its general partner |
|
|
|
/s/ Anton Feingold |
|
By: Anton Feingold |
|
Its: Authorized Signatory |
|
|
|
AS Holdings GP LLC |
|
|
|
/s/ Anton Feingold |
|
By: Anton Feingold |
|
Its: Authorized Signatory |
|
|
|
AS Holdings LP Ltd. |
|
|
|
By: Ares Holdings L.P., its sole member |
|
By: Ares Holdco LLC, its general partner |
|
|
|
/s/ Anton Feingold |
|
By: Anton Feingold |
|
Its: Authorized Signatory |
|
|
|
Ares Holdings L.P. |
|
|
|
By: Ares Holdco LLC, its general partner |
|
|
|
/s/ Anton Feingold |
|
By: Anton Feingold |
|
Its: Authorized Signatory |
|
|
|
Ares Holdco LLC |
|
|
|
/s/ Anton Feingold |
|
By: Anton Feingold |
|
Its: Authorized Signatory |
|
|
|
Ares Management Corporation |
|
|
|
/s/ Anton Feingold |
|
By: Anton Feingold |
|
Its: Authorized Signatory |
|
|
|
Ares Voting LLC |
|
|
|
By: Ares Partners Holdco LLC, its sole member |
|
|
|
/s/ Anton Feingold |
|
By: Anton Feingold |
|
Its: Authorized Signatory |
|
Ares Management GP LLC |
|
|
|
/s/ Anton Feingold |
|
By: Anton Feingold |
|
Its: Authorized Signatory |
|
|
|
Ares Partners Holdco LLC |
|
|
|
/s/ Anton Feingold |
|
By: Anton Feingold |
|
Its: Authorized Signatory |
LIST OF EXHIBITS
Exhibit No. | |
Description |
99.1 | |
Joint Filing Agreement, dated as of March 23, 2022, by and among the Reporting Persons (previously filed). |
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