4.850% Senior Notes due 2036
Note · Vertiv Holdings Co
Reference: 4.850% Senior Notes due 2036
- Original principal
- USD 600,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- —
Last reported interest terms: 4.85% Reported 2026-03-03 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 3.1(c) · Limitations on Liens
Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets.
Applies to every series under this agreement Metric: Exempted Debt
Stated threshold: 15 %
Testing frequency: at the time of and after giving effect to the creation, assumption, renewal, extension or replacement Section 3.1. Limitations on Liens.
Full wording and supporting evidence
Source evidence: (c) Notwithstanding Section 3.1(a) hereof, the Company or any Restricted Subsidiary may create or assume Liens in addition to those permitted by Section 3.1(b) hereof, and renew, extend or replace such Liens, provided that at the time of and after giving effect to the creation, assumption, renewal, extension or replacement, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 3, 2026 (herein called this “First Supplemental Indenture”), between Vertiv Holdings Co, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
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Section 3.2(c) · Exempted Debt does not exceed 15%
provided that at the time of entering into and giving effect to such sale and lease-back transactions, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets.
Applies to every series under this agreement Metric: Exempted Debt
Stated threshold: 15 %
Testing frequency: at the time of entering into and giving effect to such sale and lease-back transactions Section 3.2. Restriction on Sale and Lease-Back Transactions.
Full wording and supporting evidence
Source evidence: (c) Notwithstanding anything in this Section 3.2 hereof to the contrary, the Company or any Restricted Subsidiary may enter into sale and lease-back transactions in addition to those permitted by Section 3.2(a) hereof, without any obligation to retire any outstanding debt securities or other Funded Debt, provided that at the time of entering into and giving effect to such sale and lease-back transactions, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 3, 2026 (herein called this “First Supplemental Indenture”), between Vertiv Holdings Co, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
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Section 3.1(a) · Limitations on Liens
The Company will not, and will not permit any Restricted Subsidiary to, create or incur any Lien that secures Indebtedness on any Principal Property
Applies to every series under this agreement Section 3.1. Limitations on Liens.
Full wording and supporting evidence
Source evidence: (a) The Company will not, and will not permit any Restricted Subsidiary to, create or incur any Lien that secures Indebtedness on any Principal Property owned by the Company or a Restricted Subsidiary, whether such Principal Property is owned at the date of this First Supplemental Indenture or acquired afterwards, unless the Company secures or causes the applicable Restricted Subsidiary to secure the Notes equally and ratably with (or, at the Company’s option, prior to) all such Indebtedness secured by the particular Lien; provided that any Lien created for the benefit of the holders of the Notes pursuant to this provision will be automatically and unconditionally released and discharged upon release and discharge of the Lien that resulted in such provision becoming applicable.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 3, 2026 (herein called this “First Supplemental Indenture”), between Vertiv Holdings Co, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
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Section 3.2(a) · sell or transfer, directly or indirectly
The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer, directly or indirectly, except to the Company or to a Subsidiary of the Company, any Principal Property as an entirety
Applies to every series under this agreement Section 3.2. Restriction on Sale and Lease-Back Transactions.
Full wording and supporting evidence
Source evidence: (a) The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer, directly or indirectly, except to the Company or to a Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion of that Principal Property, in each case with the intention of taking back a lease of such Principal Property, except a lease for a period of three years or less at the end of which it is intended that the use of that Principal Property by the lessee will be discontinued.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 3, 2026 (herein called this “First Supplemental Indenture”), between Vertiv Holdings Co, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
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Section 3.3(a) · Change of Control Repurchase Event
the Company shall make an offer (a “Change of Control Offer”) to each Holder of such series of Notes to purchase
Applies to every series under this agreement Springing Trigger: Upon the occurrence of a Change of Control Repurchase Event Section 3.3. Change of Control Repurchase Event.
Full wording and supporting evidence
Source evidence: (a) Upon the occurrence of a Change of Control Repurchase Event with respect to a series of Notes, unless the Company has exercised its right to redeem such Notes pursuant to Section 2.6 hereof, the Company shall make an offer (a “Change of Control Offer”) to each Holder of such series of Notes to purchase, at such Holder’s option
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 3, 2026 (herein called this “First Supplemental Indenture”), between Vertiv Holdings Co, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
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3. · Change of Control Offer
Upon the occurrence of a Change of Control Repurchase Event, the Company shall be required to make a Change of Control Offer
Applies to every series under this agreement 5.800% Senior Notes due 2056
Full wording and supporting evidence
Source evidence: 3. Upon the occurrence of a Change of Control Repurchase Event, the Company shall be required to make a Change of Control Offer to each Holder of the Notes to purchase, at such Holder’s option, all or a portion of such Holder’s Notes on the terms and conditions set forth in the Indenture.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 3, 2026 (herein called this “First Supplemental Indenture”), between Vertiv Holdings Co, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
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4. · Event of Default with respect to the Notes shall occur and be continuing
If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may, depending on the nature of the Event of Default, become automatically due and payable
Applies to every series under this agreement 5.800% Senior Notes due 2056
Full wording and supporting evidence
Source evidence: 4. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may, depending on the nature of the Event of Default, become automatically due and payable or may be declared due and payable in the manner and with the effect provided in the Indenture.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 3, 2026 (herein called this “First Supplemental Indenture”), between Vertiv Holdings Co, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Documents and filing history
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Issuance
· 2026-03-03
Original principal USD 600,000,000 Exact source document
Parent 8-K filing · 2026-03-03
$600,000,000 4.850% Senior Notes due 2036
Issuer evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 3, 2026 (herein called this “First Supplemental Indenture”), between Vertiv Holdings Co, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Supporting evidence: WHEREAS, the Company desires to create four series of the Securities to be designated (i) the “4.850% Senior Notes due 2036”, (ii) the “5.650% Senior Notes due 2046”, (iii) the “5.800% Senior Notes due 2056”, and (iv) the “5.950% Senior Notes due 2066” and all action on the part of the Company necessary to authorize the issuance of the Notes (as hereinafter defined) under the Base Indenture and this First Supplemental Indenture has been duly taken; and