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Vertiv Holdings Co 8-K Report, Material Agreement (Sep 8, 2021)

Filed September 8, 2021For Securities:VRT

Summary

Vertiv Holdings Co announced a significant acquisition on September 8, 2021, entering into a Sale and Purchase Agreement to acquire E&I Engineering Ireland Limited and Powerbar Gulf LLC. This strategic move aims to bolster Vertiv's capabilities, with the aggregate purchase price set at approximately $1.8 billion upfront, plus a potential additional $200 million contingent on future profit milestones. The upfront consideration is a mix of cash ($1,170 million) and Vertiv's common stock valued at approximately $630 million, indicating a substantial use of both capital and equity to fund the transaction. The acquisition is expected to close in the fourth quarter of 2021, subject to customary closing conditions including antitrust approvals from the U.S. (Hart-Scott-Rodino Act) and Irish competition authorities. The financing for the transaction is secured through a committed financing facility. This acquisition represents a key step in Vertiv's growth strategy, expanding its market presence and product offerings in critical infrastructure solutions.

Key Highlights

  • 1Vertiv Holdings Co to acquire E&I Engineering Ireland Limited and Powerbar Gulf LLC for approximately $1.8 billion upfront, plus up to $200 million in potential future consideration.
  • 2Upfront payment comprises $1,170 million in cash and approximately $630 million in Vertiv common stock.
  • 3The acquisition is anticipated to close in the fourth quarter of 2021, pending regulatory approvals.
  • 4Key closing conditions include expiration/termination of HSR waiting period and approval from the Irish Competition and Consumer Protection Commission.
  • 5The transaction is supported by a committed financing facility from Citigroup Global Markets Inc.
  • 6The acquisition is expected to enhance Vertiv's market position and capabilities in critical infrastructure solutions.

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