8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 13, 2021

VERTIV HOLDINGS CO

Exact name of registrant as specified in its charter

Delaware	001-38518	81-2376902
(State or other Jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification Number)

1050 Dearborn Drive, Columbus, Ohio 43085

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 614-888-0246

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<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Class A common stock, $0.0001 par value per share	VRT	New York Stock Exchange

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 7.01 Regulation FD Disclosure.

Potential Notes Offering

On October 13, 2021, Vertiv Holdings Co (the “Company” and together with its subsidiaries, “Vertiv”) issued a press release announcing that a subsidiary, Vertiv Group Corporation (the “Issuer”), intends to offer $850 million in aggregate principal amount of Senior Secured Notes due 2028 (the “Notes”) in a private placement (the “Offering”), subject to market and other conditions, in connection with the acquisition by the Company of E&I Engineering Ireland Limited and its affiliate, Powerbar Gulf LLC (collectively, “E&I”) (the “Acquisition” and, together with the Offering, the “Transactions”). The Offering will be exempt from registration under the Securities Act of 1933, as amended.

To the extent the Issuer elects to proceed with the Offering, the Issuer currently intends to use the net proceeds from the Offering, together with cash on hand, to finance the cash portion of the purchase price of the Acquisition and to pay fees and expenses related to the Acquisition and the Offering.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein. The information in this Current Report is neither an offer to sell nor a solicitation of an offer to buy any securities.

Disclosure Related to the Transactions

The Company is making available certain information included in the preliminary offering memorandum provided to prospective purchasers of the Notes in connection with the Offering.

The Acquisition of E&I will enable enhanced power growth opportunities with significant revenue synergy potential, including approximately $18 million of anticipated cost synergies, which are anticipated to be fully realized by the end of 2024. The combination is expected to broaden Vertiv’s power infrastructure portfolio, expand its services opportunities by providing additional upfront project start-up and ongoing maintenance services, enable us to offer complete integrated power and modular solutions, help it continue its participation with Hyperscale cloud providers and expand its existing relationships as well as gain new customers with enhanced offerings and ultimately, offer its customers more flexible and scaleable power deployment options.

The Company’s total net debt divided by LTM Adjusted EBITDA (“Net Leverage”) pro forma for the Acquisition is expected to be 3.5x as of June 30, 2021, based on a Combined LTM Adjusted EBITDA of $755 million (excluding approximately $18 million of anticipated cost synergies as a result of the Acquisition). The Combined LTM Adjusted EBITDA does not reflect pro forma adjustments to be made in connection with the Article 11 pro forma financial information we may be required to file and such information may differ significantly from the Combined LTM Adjusted EBITDA presented here.

E&I generated unaudited consolidated net sales of $402 million and Adjusted EBITDA of $102 million for the twelve months ended June 30, 2021, based on information provided to Vertiv by E&I and assuming a constant exchange ratio of 1.390x USD/GBP. While Vertiv has reviewed the unaudited historical data related to E&I provided by E&I in the course of Vertiv’s due diligence, it has not independently verified such data. In addition, this information has not been audited, reviewed, examined, compiled or verified by any independent auditor and has not been prepared in accordance with generally accepted accounting principles in the United States.

Item 9.01 (d) Financial Statements and Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release of Vertiv Holdings Co, dated October 13, 2021.
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: October 13, 2021

Vertiv Holdings Co
/s/ David Fallon
Name: David Fallon
Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Vertiv Group Corporation Announces Intention to

Offer New Senior Secured Notes

Columbus, Ohio Oct. 13, 2021 – Vertiv Holdings Co (“Vertiv”) (NYSE: VRT), a global provider of critical digital infrastructure and continuity solutions, today announced that a subsidiary, Vertiv Group Corporation (the “Issuer”), intends to offer $850 million aggregate principal amount of its Senior Secured Notes due 2028 (the “Notes”) in a private placement, subject to market and other conditions. The Issuer intends to use the net proceeds from the offering, together with cash on hand, to finance the cash portion of the purchase price of Vertiv’s pending acquisition of E&I Engineering Ireland Limited and its affiliate, Powerbar Gulf LLC (collectively, “E&I”), and to pay fees and expenses related to the E&I acquisition and the offering. The Notes will be guaranteed on a senior secured basis by Vertiv Intermediate Holdings II Corporation and the existing and future wholly owned domestic restricted subsidiaries of the Issuer (each, a “Guarantor”). The Notes will be secured by liens on certain collateral from time to time owned by the Issuer and each Guarantor, subject to certain exceptions.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Notes may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Page 1 of 3

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. 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, USA, Vertiv employs approximately 20,000 people and does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit Vertiv.com.

Category: Financial News

About the E&I Engineering Group

The E&I Engineering group is a global provider of electrical switchgear and power distribution solutions with a proven track record for quality, technical expertise and customer service. With manufacturing facilities in Ireland, USA and United Arab Emirates, E&I can design, deliver and install on a global scale. E&I is globally recognized as a leader within the power distribution industry. An extensive product range, specialist technical services and a resolute focus on customer service delivers an unparalleled service that provides peace of mind for all customers. All of its products are manufactured in-house ensuring that all are of the required specification and are commercially viable and fit for purpose.

Cautionary Note Concerning Forward-Looking Statements

This news release, and other statements that Vertiv may make in connection therewith, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. This includes, without limitation, statements regarding the financial position, capital structure, indebtedness, business strategy and plans and objectives of Vertiv management for future operations, as well as statements regarding growth, anticipated demand for our products and services and our business prospects during 2021, as well as expected cost savings and synergies associated with the Acquisition. 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. 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. 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.

The forward-looking statements contained or incorporated by reference in this presentation 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. 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 reports. These risk factors and those in the preliminary offering memorandum related to the Notes, among others, could cause actual results to differ materially from historical performance.

Page 2 of 3

For investor inquiries, please contact:

Lynne Maxeiner

Vice President, Global Treasury & Investor Relations

Vertiv

T +1 614-841-6776

E: lynne.maxeiner@vertiv.com

For media inquiries, please contact:

Scott Deitz

FleishmanHillard for Vertiv

T +1 336-908-7759

E: scott.deitz@fleishman.com

Source: Vertiv Holdings Co

Page 3 of 3