Summary
Vertiv Holdings Co (VRT) has filed an 8-K report detailing a significant secondary offering of its Class A common stock. On August 7, 2023, the Selling Shareholder, VPE Holdings, LLC, entered into an underwriting agreement with BofA Securities, Inc. to sell 20,000,000 shares of Class A common stock. The sale was completed on August 9, 2023, with the Selling Shareholder receiving approximately $698.2 million in net proceeds, before expenses. Notably, Vertiv Holdings Co itself did not receive any proceeds from this offering, as it was a sale of existing shares by a shareholder. This transaction is being conducted under the company's effective shelf registration statement. The underwriting agreement includes standard provisions such as representations, warranties, covenants, and indemnification clauses. Additionally, lock-up agreements are in place: the Company, its directors and officers, and certain affiliates are restricted from selling shares for 30 days, while the Selling Shareholder is subject to a 60-day restriction, both contingent on obtaining consent from the underwriters' representatives. This offering represents a substantial divestiture by a major shareholder and impacts the liquidity of these shares in the public market.
Key Highlights
- 1Secondary Offering Completed: VPE Holdings, LLC sold 20,000,000 shares of Vertiv Holdings Co's Class A common stock.
- 2Significant Shareholder Proceeds: The Selling Shareholder received approximately $698.2 million in net proceeds from the sale.
- 3No Proceeds for Vertiv: Vertiv Holdings Co did not receive any capital from this share offering.
- 4Underwriting Agreement in Place: The transaction was executed via an underwriting agreement with BofA Securities, Inc.
- 5Lock-up Restrictions: A 30-day lock-up applies to the Company, its directors/officers, and affiliates; a 60-day lock-up applies to the Selling Shareholder.
- 6Shelf Registration Used: The offering was made under the company's effective shelf registration statement on Form S-3.
- 7Material Definitive Agreement: The 8-K filing reports the entry into the Underwriting Agreement as a material definitive agreement.