01—Abstract
Summary
Summary of the 8-K filed March 3, 2026. Cited figures are marked; the original filing is the authoritative source.
Vertiv Holdings Co (NYSE: VRT) completed a $2.1 billiona underwritten offering of senior unsecured notes on March 3, 2026, in four tranches maturing in 2036, 2046, 2056, and 2066, with coupons from 4.850% to 5.950%.
The Company received $2.08 billionb in net proceeds, which, together with cash on hand, repaid its existing Term Loan Credit Agreement in full. The offering is Vertiv's debut investment-grade bond issuance. Based on the stated coupons, annual interest expense on the notes is roughly $116 million, a weighted average coupon of about 5.5%.
The Company also entered into a new $2.5 billionc senior unsecured revolving credit facility led by JPMorgan Chase Bank, N.A. The facility matures in five years, with up to two one-year extensions, and includes a $1 billion uncommitted accordion feature. It replaces the Company's $800 million asset-based revolver (ABL Facility).
Pricing is tied to Vertiv's credit ratings, and the financial covenant requires a maximum consolidated net debt to EBITDA ratio of 4.00xd, testable beginning with the quarter ending June 30, 2026, with a temporary step-up to 4.50x following a qualified acquisition. The transactions extend Vertiv's debt maturity profile, eliminate secured term loan and ABL obligations (releasing associated guarantees and liens), and reflect improved credit standing.
Vertiv's ratings are Baa3 (Moody's), BBB- (S&P), and BBB- (Fitch), following one-notch upgrades from S&P and Moody's in February 2026. Investors should note that the notes carry a 101% change-of-control repurchase provision and the new revolver contains customary covenants and events of default.
02—Key points
Key Highlights
- $2.1 billion of senior unsecured notes issued in four tranches: $600M 4.850% due 2036, $500M 5.650% due 2046, $500M 5.800% due 2056, and $500M 5.950% due 2066
- Net proceeds of approximately $2.08 billion used with cash on hand to fully repay the Term Loan Credit Agreement
- New $2.5 billion senior unsecured revolving credit facility (5-year maturity, two 1-year extensions) replacing the $800 million ABL Facility, with a $1 billion uncommitted accordion
- Financial covenant: maximum consolidated net debt to EBITDA of 4.00x, with a temporary step-up to 4.50x after a qualified acquisition, first tested at June 30, 2026
- Debut investment-grade bond offering; credit ratings are Baa3 / BBB- / BBB- (Moody's / S&P / Fitch) after February 2026 upgrades
- Notes pay semi-annual interest beginning September 15, 2026, and carry a 101% change-of-control repurchase provision
- Existing secured debt liens and guarantees released, moving Vertiv toward an unsecured capital structure
03—Questions
Frequently Asked Questions
What debt did Vertiv issue and what does it cost?
Vertiv issued $2.1 billion of senior unsecured notes: $600 million at 4.850% due March 15, 2036; $500 million at 5.650% due 2046; $500 million at 5.800% due 2056; and $500 million at 5.950% due 2066. Interest is paid semi-annually on March 15 and September 15, starting September 15, 2026. At the stated coupons, annual interest is roughly $116 million.
How will the proceeds be used?
The company received about $2.08 billion in net proceeds, which, together with cash on hand, was used to repay in full the Term Loan Credit Agreement. The term loan commitments were terminated and related guarantees and liens were released.
What changed in Vertiv's revolving credit facility?
Vertiv entered into a $2.5 billion senior unsecured revolving credit facility with a five-year maturity, extendable by two one-year periods, and a $1 billion uncommitted accordion. It replaces the $800 million ABL Facility. Borrowing costs and commitment fees depend on Vertiv's credit ratings, with the lowest pricing tier for ratings of BBB+/Baa1/BBB+ or higher.
What financial covenants and restrictions apply to Vertiv's debt?
The revolver requires a consolidated net debt to EBITDA ratio of no more than 4.00x, tested quarterly beginning June 30, 2026, which can be increased to 4.50x for four quarters following a qualified acquisition. The revolver and the notes restrict liens, asset sales, mergers, and, in the revolver's case, dividends during a default. The notes also restrict liens to secure debt and sale-leaseback transactions.
What happens if there is a change of control?
Under certain circumstances, Vertiv may be required to offer to repurchase each series of notes at 101% of principal plus accrued and unpaid interest. The notes can also be redeemed at the company's option at 100% of principal plus accrued interest, plus a make-whole premium before a specified period prior to maturity.
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