Summary
This Form 8-K filing from Vertiv Holdings Co (VRT) details a significant secondary offering of its Class A common stock. On November 1, 2021, the Selling Shareholder, VPE Holdings, LLC, entered into an underwriting agreement to sell 20,000,000 shares. This offering was subsequently expanded to include an additional 1,925,000 shares, bringing the total shares sold to 21,925,000. The selling shareholder received substantial net proceeds of approximately $544.3 million, before underwriting discounts. Notably, Vertiv Holdings Co itself did not receive any proceeds from this offering, indicating it was a sale by an existing shareholder rather than a capital raise by the company. In conjunction with the offering, standard provisions such as representations, warranties, covenants, and indemnification agreements were established. Furthermore, both the company and key stakeholders, including the Selling Shareholder, have agreed to lock-up periods, restricting the sale of their shares for 30 to 60 days post-agreement, respectively. The filing also announced a quarterly cash dividend of $0.01 per share, payable to shareholders of record as of December 1, 2021.
Key Highlights
- 1Secondary Offering: VPE Holdings, LLC sold a total of 21,925,000 shares of Vertiv's Class A common stock.
- 2Significant Proceeds for Seller: The Selling Shareholder received approximately $544.3 million in net proceeds before underwriting discounts.
- 3No Company Proceeds: Vertiv Holdings Co did not receive any capital from this stock sale, indicating it was a shareholder transaction.
- 4Underwriting Agreement: A material definitive agreement was entered into with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and Citigroup Global Markets Inc. as underwriters.
- 5Lock-up Agreements: Company executives, directors, affiliates, and the Selling Shareholder are subject to lock-up periods of 30 and 60 days, respectively.
- 6Dividend Declaration: The Board of Directors declared a cash dividend of $0.01 per share of Class A common stock.