8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+4

Vertiv Holdings Co 8-K Report, Material Agreement (Feb 7, 2020)

Filed February 7, 2020For Securities:VRT

Summary

This Form 8-K announces the consummation of the business combination between GS Acquisition Holdings Corp (GSAH) and Vertiv Holdings, LLC, resulting in the combined entity being renamed Vertiv Holdings Co (VRT). The transaction, effective February 7, 2020, involved a merger where GSAH acquired Vertiv. Significant capital infusion occurred through a PIPE investment of $1.239 billion. Key financial implications include the payment of approximately $1.5 billion in merger consideration, comprising cash and stock. The original Vertiv stockholder, VPE Holdings, LLC, now holds approximately 36.01% of the outstanding Class A common stock. The company has also entered into various agreements including a Registration Rights Agreement, Stockholders Agreement, and a Tax Receivable Agreement, alongside adopting a new Incentive Plan. This event marks the transition of Vertiv from a private entity to a publicly traded company, impacting its capital structure and governance.

Key Highlights

  • 1Completion of the business combination between GS Acquisition Holdings Corp (GSAH) and Vertiv Holdings, LLC, with the combined entity renamed Vertiv Holdings Co (VRT).
  • 2The transaction was effective on February 7, 2020, following stockholder approval.
  • 3A significant PIPE investment of $1.239 billion was raised concurrently with the business combination.
  • 4Total merger consideration paid was approximately $1.5 billion, consisting of cash and stock.
  • 5VPE Holdings, LLC, the former Vertiv stockholder, now owns approximately 36.01% of Vertiv Holdings Co's Class A common stock.
  • 6The company adopted the 2020 Stock Incentive Plan and entered into new governance and financial agreements, including a Tax Receivable Agreement.
  • 7Minimal stockholder redemptions were exercised, with only 250 shares redeemed.

Frequently Asked Questions

This 8-K filing announces the successful completion of the business combination between GS Acquisition Holdings Corp (GSAH) and Vertiv Holdings, LLC. It details the change in the company's name to Vertiv Holdings Co (VRT), the effective date of the merger, and key financial aspects of the transaction, including the merger consideration and PIPE financing.

The business combination was financed through a combination of the existing cash held by GS Acquisition Holdings Corp (from its initial public offering) and a significant Private Placement in Public Equity (PIPE) investment totaling $1.239 billion. The total merger consideration paid was approximately $1.5 billion, made up of cash and stock.

Following the business combination, VPE Holdings, LLC, the former Vertiv stockholder, became a significant shareholder, holding approximately 36.01% of the Class A common stock. The PIPE investors and other shareholders also hold substantial stakes. The total number of shares outstanding for Class A common stock is not explicitly stated but implied through the ownership percentages.

Several new agreements were entered into, including an Amended and Restated Registration Rights Agreement, a Stockholders Agreement, and a Tax Receivable Agreement with the former Vertiv stockholder. The company also adopted the 2020 Stock Incentive Plan to govern future equity compensation for employees and directors.