Who is responsible for the repayment of these notes?

The Notes are issued by Vertiv Group Corporation, and they are jointly and severally guaranteed on a senior secured basis by Vertiv Intermediate Holding II Corporation and each of the Issuer's existing and future wholly owned domestic restricted subsidiaries. Vertiv Holdings Co itself is not a guarantor or obligor under these notes.

What happens if the acquisition of E&I Engineering Ireland Limited and Powerbar Gulf LLC does not close?

If the acquisition does not occur by the 'End Date' (December 31, 2021, or as extended) or if Vertiv determines it will not occur by that date, Vertiv Group Corporation will be required to redeem all outstanding Notes at 100% of their principal amount plus accrued interest.

Are there any restrictions on Vertiv's ability to issue more debt or make payments?

Yes, the Indenture governing the Notes contains restrictive covenants that limit the Issuer's (and its subsidiaries') ability to incur additional debt, pay dividends, make distributions, make investments, transfer assets, create liens, and engage in certain other financial and operational activities. These restrictions are subject to certain limitations and exceptions.

VRT 8-K: Earnings & Results, Material Agreements & More

Q: What is the purpose of the $850 million Senior Secured Notes offering?

The primary purpose of the $850 million Senior Secured Notes offering by Vertiv Group Corporation is to finance the cash portion of the acquisition of E&I Engineering Ireland Limited and its affiliate, Powerbar Gulf LLC. Remaining proceeds, along with existing cash, will cover related fees and expenses.

Summary

Vertiv Holdings Co (VRT) filed an 8-K on October 26, 2021, detailing a significant financing event and providing its third-quarter 2021 financial results. The company announced the issuance of $850 million in 4.125% Senior Secured Notes due 2028 by its subsidiary, Vertiv Group Corporation. The proceeds from this offering, along with existing cash, are earmarked to fund the cash portion of the acquisition of E&I Engineering Ireland Limited and its affiliate, Powerbar Gulf LLC, as well as associated fees and expenses. These notes are secured and guaranteed by certain domestic restricted subsidiaries, subject to specific collateral arrangements and redemption/repurchase provisions, including mandatory redemption if the acquisition does not close by a specified date. The accompanying press release, issued on October 27, 2021, provided the company's financial results for the three and nine months ended September 30, 2021. While the 8-K primarily focuses on the debt offering and its relation to the acquisition, investors should note this financing activity signals progress towards a strategic acquisition aimed at expanding Vertiv's capabilities. The details of the financial results themselves would be found in the furnished press release (Exhibit 99.1), which provides context on the company's operational performance.

Key Highlights

1Vertiv Group Corporation, a subsidiary of Vertiv Holdings Co, issued $850 million in 4.125% Senior Secured Notes due 2028.
2The net proceeds from the note offering will be used to finance the cash portion of the E&I Engineering Ireland Limited and Powerbar Gulf LLC acquisition.
3The Notes are senior secured obligations, jointly and severally guaranteed by certain domestic restricted subsidiaries.
4The Notes are secured on a first-priority basis by certain fixed asset collateral and a second-priority basis by certain current asset collateral.
5The Indenture includes covenants that restrict the Issuer's ability to incur additional debt, pay dividends, transfer assets, and engage in mergers, among other actions.
6Mandatory redemption provisions exist if the acquisition does not close by the specified 'End Date' or 'Acquisition Deadline'.
7The company also provided its third-quarter 2021 financial results in a separate press release furnished with the filing.

Vertiv Holdings Co 8-K Report, Material Agreement (Oct 27, 2021)

Summary

Key Highlights

Frequently Asked Questions