8-KMaterial AgreementsExhibits & Filings

Vertiv Holdings Co 8-K Report, Material Agreement (Aug 9, 2023)

Filed August 9, 2023For Securities:VRT

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.

Frequently Asked Questions

The shares were sold by VPE Holdings, LLC, identified as the 'Selling Shareholder' in the filing. This was a secondary offering, meaning existing shares were sold by a shareholder, not newly issued shares by the company.

No, Vertiv Holdings Co did not receive any proceeds from this offering. All net proceeds went to the Selling Shareholder, VPE Holdings, LLC.

This offering signifies a substantial sale of shares by a major shareholder, which can impact the stock's float and potentially influence its price due to increased supply. The lock-up periods also provide some short-term stability by restricting further sales by insiders and the selling shareholder.

The Company, its directors and officers, and certain affiliates have agreed not to sell their shares for 30 days following the agreement date (August 7, 2023), subject to exceptions and consent. The Selling Shareholder, VPE Holdings, LLC, has agreed to the same restrictions for a longer period of 60 days.