8-KOther EventsExhibits & Filings

Vertiv Holdings Co 8-K Report, Corporate Update (Jun 13, 2018)

Filed June 13, 2018For Securities:VRT

Summary

This 8-K filing from GS Acquisition Holdings Corp (which would later become Vertiv Holdings Co, though this is not explicitly stated in this document, it is the context of the request) announces the consummation of its Initial Public Offering (IPO) on June 6, 2018. The company successfully offered 69,000,000 units at $10.00 per unit, generating gross proceeds of $690 million. Each unit comprises one share of Class A common stock and one-third of a redeemable warrant. Additionally, the company completed a private placement of 10,533,333 warrants to its sponsor, GS DC Sponsor I LLC, for $1.50 each, raising an additional $15.8 million. These private placement warrants have certain transfer and redemption restrictions. The majority of the IPO and private placement proceeds, totaling $690 million, have been placed into a trust account and will be released only upon the completion of an initial business combination or other specific events outlined in the filing.

Key Highlights

  • 1GS Acquisition Holdings Corp completed its IPO on June 6, 2018, raising $690 million from the sale of 69 million units.
  • 2Each IPO unit consisted of one Class A common share and one-third of a redeemable warrant, priced at $10.00 per unit.
  • 3A private placement of 10.53 million warrants was conducted with the sponsor, GS DC Sponsor I LLC, raising $15.8 million.
  • 4The sponsor's private placement warrants have specific transfer restrictions and are not redeemable by the company while held by the sponsor.
  • 5A substantial amount of $690 million, derived from the IPO and private placement, has been deposited into a trust account.
  • 6Funds in the trust account are earmarked for future use, primarily for the company's initial business combination, and will not be released otherwise, except for specific permitted uses.
  • 7The company has entered into various agreements related to the IPO, including underwriting, warrant, trust, registration rights, and administrative services agreements.

Frequently Asked Questions

GS Acquisition Holdings Corp is a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. This filing indicates the completion of its IPO, a critical step in its objective to identify and acquire a target business.

The company raised a total of approximately $705.8 million ($690 million from the IPO and $15.8 million from the private placement). The majority of these funds, $690 million, have been placed in a U.S.-based trust account managed by Wilmington Trust, N.A.

The funds in the trust account are generally restricted and will only be released upon the earliest of: (i) the completion of the company's initial business combination, (ii) a redemption related to a stockholder vote to amend the company's charter regarding redemption obligations, or (iii) the redemption of all public shares if an initial business combination is not completed within 24 months of the IPO closing. A portion may be used for taxes.

Public warrants, sold as part of the units, entitle holders to purchase one share of Class A common stock at $11.50 per share. The private placement warrants sold to the sponsor are substantially similar but have restrictions on transfer and are exercisable on a cashless basis. Both types of warrants are subject to redemption by the company under certain conditions, although the private placement warrants have specific conditions attached when held by the sponsor.