traditional underwritten registrations, plus up to two demands in the aggregate for block trades, in any 12 month period immediately following the closing date of the Business Combination, in
each case subject to certain thresholds, along with certain piggy-back registration rights.
Related Party Payments
Goldman Sachs & Co. LLC acted as financial advisor to GSAH in connection with, and participated in certain of the negotiations leading to, the
Business Combination. In connection with the Business Combination, an aggregate amount of approximately $50 million in deferred underwriting discount, advisory fees and placement agent fees, was paid to Goldman Sachs & Co. LLC, which
payment was contingent upon completion of the Business Combination. Goldman Sachs & Co. LLC has provided certain financial advisory and/or underwriting services to GSAH from time to time for which the Investment Banking Division of Goldman
Sachs & Co. LLC has received, and may receive, compensation, including having acted as sole bookrunner with respect to the GSAHs IPO in June 2018. During the two-year period ended
December 10, 2019, Goldman Sachs & Co. LLC has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to GSAH of approximately $11.1 million. Prior to the Business
Combination, Goldman Sachs & Co. LLC was an affiliate of GSAH and the Sponsor and is an affiliate of GS Sponsor Member and GS ESC PIPE Investor (Raanan A. Agus, one of GSAHs directors prior to the Business Combination, is also a
Participating Managing Director of Goldman Sachs).
At the time of the Business Combination, affiliates of Goldman Sachs were lenders to Vertiv under its existing
term loan facility and existing asset-backed revolving credit facility, with an aggregate of approximately $23.5 million outstanding to, and approximately $16.3 million committed by, such affiliates in the existing term loan facility and
the existing asset-backed revolving credit facility, respectively at the time of the Business Combination. Vertiv used a portion of the proceeds from the Business Combination, including the PIPE Investment, to repay approximately $1.29 billion
of the outstanding indebtedness under the existing term loan facility and $176 million of the outstanding indebtedness under the existing asset-backed revolving credit facility and, as a result, such affiliates received their pro rata portion
of such proceeds. In addition, at the time of the Business Combination, affiliates of Goldman Sachs held an aggregate of approximately $180,000 of outstanding notes. In connection with certain refinancing transactions, on March 2, 2020, we
amended and extended the maturity of the asset-backed revolving credit facility and entered into a new term loan credit agreement, with the borrowings thereunder used to repay or redeem, as applicable, in full the existing term loan facility and the
outstanding notes. Affiliates of Goldman Sachs are lenders to Vertiv under the new term loan credit agreement and the amended asset-backed revolving credit facility, with an aggregate of approximately $1 million outstanding to, and
approximately $55 million committed by, such affiliates in the new term loan and the asset-backed revolving credit facility, respectively, as of March 10, 2021.
Other Related Party Transactions
Indemnification Agreements
We entered into an indemnification agreement with each of our executive officers and directors that provides, in general, that we will indemnify them to
the fullest extent permitted by law in connection with their service to us or on our behalf.
Former Services Agreement
Vertiv Group and Platinum Advisors were parties to a corporate advisory services agreement (the Services Agreement), which agreement terminated upon
the closing of the Business Combination. Under the terms of the Services Agreement, Platinum Advisors provided to Vertiv Group and its subsidiaries certain corporate advisory services (including but not limited to advice on the following topics:
general corporate, financing, financial planning, management, administration, and commercial and marketing activities). In consideration of these and other services, Vertiv Group paid an annual advisory fee to Platinum Advisors of no greater than
$15.0 million. In addition to the fees paid to Platinum Advisors pursuant to the Services Agreement, Vertiv Group paid Platinum Advisors out-of-pocket
expenses and costs paid to any person who is not managed by Platinum Advisors and in whom Platinum Advisors does not have a pecuniary interest, in each case incurred in connection with providing management services to Vertiv Group. For the year
ended December 31, 2020, Vertiv recorded $0.5 million in charges related to the Services Agreement for services prior to the closing of the Business Combination. In addition, Platinum Advisors received a transaction fee of $25.0 million
upon the closing of the Business Combination pursuant to a formula that was set out in the Services Agreement.
Transactions with Affiliates of Platinum Advisors
The Company also purchased and sold goods in the ordinary course of business with affiliates of Platinum Advisors. For the year ended December 31, 2020, purchases
were $64.3 million.
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- 2021 Proxy Statement
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