View:
United States securities and exchange commission logo
January 5, 2024
Qiyu Wang
Chief Financial Officer
VNET Group, Inc.
Guanjie Building, Southeast 1st Floor 10# Jiuxianqiao East Road
Chaoyang District
Beijing, 100016
Re: VNET Group, Inc.
Schedule TO-I Filed
December 28, 2023
File No. 005-86326
Dear Qiyu Wang:
We have reviewed your
filing and have the following comments.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO-I filed December 28, 2023
Summary Term Sheet, page 1
1. On page 2 and 5 of the
Notice, we note your disclosure that the Company plans to use its
own funds and proceeds
from financing and/or refinancing activities to pay the
Repurchase Price for
the Notes (emphasis added). Please revise to explain the relevant
financing and/or
refinancing activities and briefly describe any plans or arrangements to
repay any resulting
debt obligations. Refer to Item 1007(d)(2) of Regulation M-A. For
example, please
delineate, if any, the portion of the funds you will use to repurchase the
Notes that derives from
the November 2023 Investment Agreement as opposed to cash on
hand, given your
disclosure on page 11 that [t]he proceeds from the issuance of the
Purchased Shares will
be used to repay or redeem the Company s existing debts, including
the Notes.
Additionally, provide any relevant agreement as an exhibit to the Schedule TO
as required by Item 12
of Schedule TO and Item 1016 of Regulation M-A.
2. Your disclosure on page
2 of the Notice indicates, among other things, that a Holder will
be able to convert
their Notes "at any time prior to the close of business on Thursday, July
31, 2025. Please
revise to clarify whether, before the expiration of this tender
Qiyu Wang
VNET Group, Inc.
January 5, 2024
Page 2
offer, Holders may convert their Notes into cash consideration outside
of this tender offer,
and whether the Company will pay such cash consideration before
expiration of the tender
offer. Additionally, please advise on whether such repurchase would be
consistent with
Rules 13e-4(f)(6) and 14e-5.
3. See comment above. We also note your disclosure on page 6 under
subsection
Redemption, that, under certain circumstances, on or after
February 6, 2024 . . . the
Company may redeem for cash all or any portion of the Notes. Given
that the tender
offer is to expire on January 30, 2024, please advise on the Company
s current intention,
if any, with respect to such redemption prior to the expiration of 10
business days after the
date of termination of the tender offer and how such redemption would
be consistent with
Rule 13e-4(f)(6).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Eddie Kim at 202-679-6943 or Perry
Hindin at 202-551-
3444.
FirstName LastNameQiyu Wang Sincerely,
Comapany NameVNET Group, Inc.
Division of
Corporation Finance
January 5, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName