8-KOther EventsExhibits & Filings

Vertiv Holdings Co 8-K Report, Corporate Update (Jun 18, 2018)

Filed June 18, 2018For Securities:VRT

Summary

This Form 8-K filing by GS Acquisition Holdings Corp. (which would later become Vertiv Holdings Co.) on June 18, 2018, reports on the consummation of its initial public offering (IPO) and a concurrent private placement of warrants. The IPO successfully raised $690 million by selling 69 million units at $10.00 per unit, with each unit comprising one share of Class A common stock and one-third of a redeemable warrant. The company also raised an additional $15.8 million through the private sale of 10,533,333 warrants to its sponsor, GS DC Sponsor I LLC, at $1.50 per warrant. A significant portion of the proceeds, totaling $690 million, including a deferred underwriting discount, has been placed in a trust account, indicating the funds are held for specific purposes, typically related to a future acquisition or business combination. Investors should note that GS Acquisition Holdings Corp. was a special purpose acquisition company (SPAC). The filing of the audited balance sheet as of June 12, 2018, serves as critical documentation of the capital raised and its initial placement. This event marks a significant milestone for the SPAC, signaling its readiness to pursue its stated objective of acquiring or merging with an operating company. The details provided offer transparency into the initial capitalization and the structure of the securities offered.

Key Highlights

  • 1GS Acquisition Holdings Corp. completed its Initial Public Offering (IPO) on June 12, 2018, raising $690 million.
  • 2The IPO involved the sale of 69,000,000 units at $10.00 per unit.
  • 3Each unit consists of one share of Class A common stock and one-third of a redeemable warrant.
  • 4The company also completed a private placement of 10,533,333 warrants to its sponsor, GS DC Sponsor I LLC, for $15.8 million.
  • 5A total of $690 million, including IPO proceeds and deferred underwriting discounts, has been placed in a U.S.-based trust account.
  • 6An audited balance sheet as of June 12, 2018, reflecting these transactions, is included as an exhibit.

Frequently Asked Questions

GS Acquisition Holdings Corp. was a special purpose acquisition company (SPAC), a shell corporation that is created to take a private company public through a merger or acquisition. This filing marks the successful completion of its IPO, raising capital to fund its future business combination.

The IPO generated $690 million in gross proceeds from the sale of 69 million units at $10.00 each. Additionally, $15.8 million was raised from the private placement of warrants to the sponsor. The majority of these funds are held in a trust account.

The trust account is a standard practice for SPACs. It holds the capital raised from the IPO and private placements, including any deferred underwriting fees. These funds are typically used to finance the acquisition of a target company or are returned to public shareholders if a business combination is not completed within a specified timeframe.

The filing mentions both public warrants (included as part of the IPO units) and private placement warrants sold to the sponsor. Each whole warrant, if exercised, entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. These warrants provide an additional potential source of capital for the company or a profit opportunity for warrant holders.