Vertiv Holdings Co 8-K, filed Aug 13, 2020
Vertiv Holdings Co (VRT)
8-K
2020-08-13
For: 2020-08-11
View Original
Added on
April 02, 2026
About this 8-K
Vertiv Holdings Co filed this 8-K on August 13, 2020, reporting on events of August 11, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
| Exact name of registrant as specified in its charter | ||||
| (State or other Jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
| (Address of principal executive offices, including zip code) | ||||
| Registrant's telephone number, including area code: | ||||
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , $0.0001 par value per share, and one-third of one redeemable warrant to purchase one share of Class A common stock | ||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the Registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On August 11, 2020, Vertiv Holdings Co (the “Company”) announced the launch of an underwritten public offering of 20,000,000 shares of the Company’s Class A common stock by a selling shareholder, VPE Holdings, LLC (the “Secondary Offering”). On August 12, 2020, the Company announced the pricing of the Secondary Offering. Copies of the press releases announcing the launch and pricing of the Secondary Offering are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Number | Description | |
| 99.1 | Press Release, dated August 11, 2020. | |
| 99.2 | Press Release, dated August 12, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 12, 2020 | Vertiv Holdings Co | |
| /s/ Rob Johnson | ||
| Name: Rob Johnson | ||
| Title: Chief Executive Officer |
EXHIBIT 99.1
Vertiv Holdings Co Announces Commencement of Secondary Offering
Columbus, Ohio, August 11, 2020 – Vertiv Holdings Co (“Vertiv”) (NYSE: VRT), a global provider of critical digital infrastructure and continuity solutions, today announced the commencement of an underwritten secondary public offering of up to 20,000,000 shares of Vertiv’s Class A
common stock by VPE Holdings, LLC (“Platinum”), an affiliate of Platinum Equity, LLC, pursuant to a registration statement filed with the Securities and Exchange Commission. In connection with the offering, the selling shareholder intends to grant
to the underwriters a 30-day option to purchase up to 3,000,000 additional shares of Vertiv’s Class A common stock.
Following the completion of the transactions, Platinum will remain Vertiv’s largest stockholder, owning at least 95 million shares of Class A common stock, representing an economic interest of
approximately 30% in Vertiv. Vertiv is not selling any shares of Class A common stock in the offering and will not receive any proceeds from the offering.
J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as joint book-running managers of, and as representatives of the underwriters for, the offering. Additionally, BofA Securities,
Inc. Citigroup and Evercore ISI are acting as joint book-running managers of, and underwriters for, the offering.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission (SEC) but has not yet become effective. These securities may not be sold, nor may
offers to buy be accepted, prior to the time the registration statement becomes effective. A copy of the preliminary prospectus and preliminary prospectus supplement relating to the offering may be obtained for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, Vertiv, any underwriter, or any dealer participating in the offering will arrange to send these documents if contacted at: J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: 1-866-803-9204 or by email at prospectus-eq_fi@jpmchase.com, Goldman Sachs
& Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com, BofA Securities,
NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com, Citigroup Global Markets Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone 800-831-9146 or
Evercore Group L.L.C., Equity Capital Markets, 55 East 52nd Street New York, NY 10055, telephone: 212-446-5664, or by emailing evrisi_us_syndicate@Evercore.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Vertiv Holdings Co
Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to ensure its customers’ vital applications run continuously, perform optimally and grow with their business
needs. As Architects of Continuity™, Vertiv solves the most important challenges facing today’s data centers, communication networks and commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and
services that extends from the cloud to the edge of the network. Headquartered in Columbus, Ohio, Vertiv employs approximately 20,000 people and does business in more than 130 countries.
Cautionary Note Concerning Forward-Looking Statements
This press release, and other statements that Vertiv may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to Vertiv’s
future financial or business performance, strategies or expectations, and as such are not historical facts. This includes, without limitation, statements regarding the financial position, capital structure, indebtedness, business strategy and plans
and
objectives of Vertiv management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Vertiv cautions that
forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press
release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained or incorporated by reference in this press release are based on current expectations and beliefs concerning future developments and their potential effects on
Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’s control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports. These risk factors and those identified elsewhere in this press
release, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: the future financial performance of Vertiv; the outcome of any legal proceedings that may be instituted against
Vertiv or any of its directors or officers; factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; risks relating to the continued growth of Vertiv’s
customers’ markets; failure to meet or anticipate technology changes; the unpredictability of Vertiv’s future operational results; disruption of Vertiv’s customers’ orders or Vertiv’s customers’ markets; less favorable contractual terms with large
customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; risks associated with information technology disruption or security; risks associated with the implementation and
enhancement of information systems; failure to properly manage Vertiv’s supply chain or difficulties with third-party manufacturers; competition in the infrastructure technologies industry; failure to realize the expected benefit from any
rationalization and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; failure to obtain performance and other guarantees from financial institutions;
failure to realize sales expected from Vertiv’s backlog of orders and contracts; changes to tax law; ongoing tax audits; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States and abroad;
costs or liabilities associated with product liability; Vertiv’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of Vertiv’s insurance coverage; a failure to benefit from future
acquisitions; failure to realize the value of goodwill and intangible assets; the global scope of the Vertiv’s operations; risks associated with Vertiv’s sales and operations in emerging markets; exposure to fluctuations in foreign currency exchange
rates; Vertiv’s ability to comply with various laws and regulations and the costs associated with legal compliance; adverse outcomes to any legal claims and proceedings filed by or against us; Vertiv’s ability to protect or enforce its proprietary
rights on which its business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters, including risks associated with the COVID-19 pandemic; risks associated with Vertiv’s
limited history of operating as an independent company; potential net losses in future periods; risks relating to the proposed offering, including Vertiv’s ability to complete the offering on anticipated terms and timelines or at all; and other risks
and uncertainties indicated in Vertiv’s SEC reports or documents filed or to be filed with the SEC by Vertiv.
Contacts
For investor inquiries:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
T +1 614-841-6776
E: lynne.maxeiner@vertiv.com
|
For media inquiries:
|
||
|
Sara Steindorf
|
Patrick Kane
|
|
|
FleishmanHillard for Vertiv
|
FleishmanHillard for Vertiv
|
|
|
T +1 314-982-1725
|
T +1 314-982-8726
|
|
|
E: sara.steindorf@fleishman.com
|
patrick.kane@fleishman.com
|
|
EXHIBIT 99.2
Vertiv Holdings Co Announces Pricing of Secondary Offering
Columbus, Ohio, August 12, 2020 –
Vertiv Holdings Co (“Vertiv”) (NYSE: VRT), a global provider of critical digital infrastructure and continuity solutions, today announced the pricing of the previously announced underwritten secondary public offering (the “Offering”) of
20,000,000 shares of Vertiv’s Class A common stock by VPE Holdings, LLC (“Platinum”), the selling stockholder and an affiliate of Platinum Equity, LLC (the “Selling Stockholder”), pursuant to a registration statement filed with the Securities and Exchange Commission (the “SEC”), at a public offering price of $15.25 per share. In connection with the Offering, the Selling Stockholder has granted the
underwriters a 30-day option to purchase up to 3,000,000 additional shares of Vertiv’s Class A common stock. Subject to customary closing conditions, the Offering is expected to settle and close on or about August 17, 2020.
Following the completion of the Offering, the Selling Stockholder, as an affiliate of Platinum, will remain Vertiv’s largest
stockholder, owning at least 95 million shares of Class A common stock, representing an economic interest of approximately 30% in Vertiv. Vertiv is not selling any shares of Class A common stock in the Offering and will not receive any proceeds
from the Offering.
J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as joint book-running managers of, and as representatives of the
underwriters for, the Offering. Additionally, BofA Securities, Inc., Citigroup and Evercore ISI are acting as joint book-running managers of, and underwriters for, the Offering and Guggenheim Securities, LLC is acting as a co-manager of the
Offering.
The Offering will be made under an effective registration statement relating to these securities filed with the SEC and only by means
of a prospectus and prospectus supplement. . A copy of the preliminary prospectus and preliminary prospectus supplement relating to the Offering was filed on August 6, 2020 and may be obtained for free by visiting EDGAR on the SEC website at
www.sec.gov and a copy of the final prospectus and final prospectus supplement relating to the offering will be filed on EDGAR on the SEC website when available. Alternatively, Vertiv, any underwriter, or any dealer participating in the offering
will arrange to send these documents if contacted at: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: 1-866-803-9204 or by email at prospectus-eq_fi@jpmchase.com, Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone:
1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com, BofA Securities, NC1-004-03-43, 200 North College
Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com, Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone 800-831-9146 or
Evercore Group L.L.C., Equity Capital Markets, 55 East 52nd Street, New York, NY 10055, telephone: 212-446-5664, or by emailing evrisi_us_syndicate@Evercore.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any
sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Vertiv Holdings Co
Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to ensure its customers’ vital applications run
continuously, perform optimally and grow with their business needs. As Architects of Continuity™, Vertiv solves the most important challenges facing today’s data centers, communication networks and commercial and industrial facilities with a
portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered in Columbus, Ohio, Vertiv employs approximately 20,000 people and does business in more than 130
countries.
Cautionary Note Concerning Forward-Looking Statements
This press release, and other statements that Vertiv may make, may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act, with respect to Vertiv’s future financial or business performance, strategies or expectations, and as such are not historical facts. This includes, without limitation, statements regarding the financial position,
capital structure, indebtedness, business strategy and plans and objectives of Vertiv management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.
Vertiv cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts.
When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar
expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained or incorporated by reference in this press release are based on current expectations and
beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Vertiv undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These forward-looking statements involve a number of risks, uncertainties (some of which
are beyond Vertiv’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties
materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange
Commission (“SEC”) reports. These risk factors and those identified elsewhere in this press release, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: the future
financial performance of Vertiv; the outcome of any legal proceedings that may be instituted against Vertiv or any of its directors or officers; factors relating to the business, operations and financial performance of Vertiv and its
subsidiaries, including: global economic weakness and uncertainty; risks relating to the continued growth of Vertiv’s customers’ markets; failure to meet or anticipate technology changes; the unpredictability of Vertiv’s future operational
results; disruption of Vertiv’s customers’ orders or Vertiv’s customers’ markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price
contracts; risks associated with information technology disruption or security; risks associated with the implementation and enhancement of information systems; failure to properly manage Vertiv’s supply chain or difficulties with third-party
manufacturers; competition in the infrastructure technologies industry; failure to realize the expected benefit from any rationalization and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives,
distributors and original equipment manufacturers; failure to obtain performance and other guarantees from financial institutions; failure to realize sales expected from Vertiv’s backlog of orders and contracts; changes to tax law; ongoing tax
audits; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States and abroad; costs or liabilities associated with product liability; Vertiv’s ability to attract, train and retain key members
of its leadership team and other qualified personnel; the adequacy of Vertiv’s insurance coverage; a failure to benefit from future acquisitions; failure to realize the value of goodwill and intangible assets; the global scope of the Vertiv’s
operations; risks associated with Vertiv’s sales and operations in emerging markets; exposure to fluctuations in foreign currency exchange rates; Vertiv’s ability to comply with various laws and regulations and the costs associated with legal
compliance; adverse outcomes to any legal claims and proceedings filed by or against us; Vertiv’s ability to protect or enforce its proprietary rights on which its business depends; third party intellectual property infringement claims;
liabilities associated with environmental, health and safety matters, including risks associated with the COVID-19 pandemic; risks associated with Vertiv’s limited history of operating as an independent company; potential net losses in future
periods; risks relating to the proposed offering, including Vertiv’s ability to complete the offering on anticipated terms and timelines or at all; and other risks and uncertainties indicated in Vertiv’s SEC reports or documents filed or to be
filed with the SEC by Vertiv.
Contacts
For investor inquiries:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
T +1 614-841-6776
E: lynne.maxeiner@vertiv.com
|
For media inquiries:
|
||
|
Sara Steindorf
|
Patrick Kane
|
|
|
FleishmanHillard for Vertiv
|
FleishmanHillard for Vertiv
|
|
|
T +1 314-982-1725
|
T +1 314-982-8726
|
|
|
E: sara.steindorf@fleishman.com
|
patrick.kane@fleishman.com
|