Vertiv Holdings Co 8-K, filed Nov 13, 2020
Vertiv Holdings Co (VRT)
8-K
2020-11-13
For: 2020-11-12
View Original
Added on
April 02, 2026
About this 8-K
Vertiv Holdings Co filed this 8-K on November 13, 2020, reporting on events of November 12, 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 November 12, 2020, Vertiv Holdings Co (the “Company”) announced the launch and pricing of an underwritten public offering of 18,000,000 shares of the Company’s Class A common stock by a selling shareholder, VPE Holdings, LLC (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 November 12, 2020. | |
| 99.2 | Press Release, dated November 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: November 13, 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, November 12, 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 18 million shares of Vertiv’s Class A common stock by VPE Holdings, LLC (“Platinum”), the selling stockholder and an
affiliate of certain private equity investment funds advised by Platinum Equity Advisors, LLC (the “Selling Stockholder”), pursuant to a registration statement filed with the Securities and Exchange
Commission (SEC).
Following the completion of the transactions, the Selling Stockholder will remain Vertiv’s largest stockholder, owning at
least 77 million shares of Class A common stock, representing an economic interest of approximately 24% 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 the
underwriters for, the Offering.
A registration statement relating to these securities has been filed with the 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 or 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.
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.
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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
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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: competition, the ability of Vertiv to grow and manage growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; and 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 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 Vertiv; 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 litigation or claims against Vertiv; Vertiv's ability to realize cost savings in connection with Vertiv's restructuring program; 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
FleishmanHillard for Vertiv
T +1 314-982-1725
E: sara.steindorf@fleishman.com
Source: Vertiv Holdings Co
Category: Financial News
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EXHIBIT 99.2
Vertiv Holdings Co Announces Pricing of
Secondary Offering
Columbus, Ohio, November 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 18 million shares of Vertiv’s Class A common stock by VPE Holdings, LLC (“Platinum”), the selling stockholder and an
affiliate of certain private equity investment funds advised by Platinum Equity Advisors, LLC (the “Selling Stockholder”), pursuant to a registration statement filed with the Securities and Exchange Commission (SEC).
The underwriters propose to offer the shares of common stock from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the
New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, subject to
their right to reject any order in whole or in part. Subject to customary closing conditions, the Offering is expected to settle and close on or about November 17, 2020.
Following the completion of the Offering, the Selling Stockholder, will remain Vertiv’s largest stockholder, owning at least 77 million shares of Class A common stock,
representing an economic interest of approximately 24% 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 the underwriters for, 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 November 5, 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
or Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com.
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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.
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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: competition, the ability of Vertiv to grow and manage growth profitably, maintain relationships with customers
and suppliers and retain its management and key employees; and 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 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 Vertiv; 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 litigation or claims against Vertiv; Vertiv's ability to realize cost savings in connection with Vertiv's restructuring program; 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
FleishmanHillard for Vertiv
T +1 314-982-1725
E: sara.steindorf@fleishman.com
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