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As filed with the Securities and Exchange Commission on May 5, 2021

Registration No. 333-236334

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 4

TO

FORM S-1

ON

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Vertiv Holdings Co

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   3679   81-2376902
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

 

1050 Dearborn Drive

Columbus, Ohio 43085

(614) 888-0246

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Stephanie Gill, Esq.

Chief Legal Officer and Corporate Secretary

Vertiv Holdings Co

1050 Dearborn Drive

Columbus, Ohio 43085

(614) 888-0246

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

John C. Kennedy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

(212) 373-3000

 

 

Approximate date of commencement of proposed sale to the public:

From time to time on or after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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Explanatory Note and Deregistration of Securities

On February 7, 2020, Vertiv Holdings Co. (the “Company”) filed a registration statement with the Securities and Exchange Commission (the “SEC”) on Form S-1 (File No. 333-236334) (the “Registration Statement”). The Registration Statement, as amended, was initially declared effective by the SEC on February 14, 2020 and initially registered for (1) sale by the Company of up to 33,533,303 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”) and (2) resale by the selling stockholders identified in the prospectus of up to (a) 270,238,621 shares of Class A common stock, (b) 10,606,666 warrants to purchase Class A common stock (consisting of: (i) 10,533,333 private placement warrants (the “Private Placement Warrants”) and (ii) 73,333 public warrants underlying certain of the units (the “Public Warrants”)) and (c) 220,000 units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-third of one redeemable warrant (the “Units”).

This Post-Effective Amendment No. 4 to Form S-1 on Form S-3 (the “Post-Effective Amendment No. 4”) is being filed by the Company (i) to convert the registration statement on Form S-1 into a registration statement on Form S-3, (ii) to include updated information regarding the selling stockholders named in the prospectus, including a reduction in the number of shares of Class A common stock being offered by the selling stockholders to 156,228,942 shares of Class A common stock, and (iii) to withdraw and remove from registration certain securities that were registered on the Registration Statement that are no longer outstanding as described below. No additional securities are being registered under this Post-Effective Amendment No. 4. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

Deregistration

The Company has terminated all offerings of 73,333 Public Warrants and 220,000 Units registered for resale pursuant to the Registration Statement in connection with the redemption by the Company on January 19, 2021 of the Public Warrants in accordance with their terms (the “Redemption”) and the separation on January 19, 2021 of the Units in connection with the redemption of the Public Warrants (the “Separation”). The Company has also terminated the primary offering of all shares of Class A common stock issuable upon exercise of the Public Warrants. In connection with the Separation and the Redemption, the New York Stock Exchange (“NYSE”) filed Form 25 to delist the Company’s Public Warrants and Units on January 19, 2021. The Registration Statement is hereby amended to remove and withdraw from registration (1) all of such Public Warrants and Units previously registered on the Registration Statement that are no longer outstanding and (2) all of such unissued shares of Class A common stock underlying the Public Warrants previously registered on the Registration Statement.


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The information in this prospectus is not complete and may be changed. Neither we nor the Selling Holders may sell or distribute the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED May 5, 2021

 

LOGO

Vertiv Holdings Co

156,228,942 Shares of Class A Common Stock

10,533,333 Private Placement Warrants to Purchase Class A Common Stock

 

 

This prospectus relates to: (1) the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of (i) up to 156,228,942 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”) and (ii) up to 10,533,333 private placement warrants to purchase Class A common stock at an exercise price of $11.50 per share of Class A common stock (the “private placement warrants”); and (2) the issuance by us of up to 10,533,333 shares of our Class A common stock that may be issued upon exercise of private placement warrants.

This prospectus provides you with a general description of such securities and the general manner in which we and the Selling Holders may offer or sell the securities. More specific terms of any securities that we and the Selling Holders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

We will not receive any proceeds from the sale of shares of Class A common stock or private placement warrants by the Selling Holders pursuant to this prospectus or of the shares of Class A common stock by us pursuant to this prospectus, except with respect to amounts received by us upon exercise of the private placement warrants to the extent such private placement warrants are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Holders will issue, offer or sell, as applicable, any of the securities. The Selling Holders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information in the section entitled “Plan of Distribution.”

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Class A common stock are traded on the New York Stock Exchange (“NYSE”) under the symbols “VRT.” On May 4, 2021, the closing price of our Class A common stock was $22.60 per share.

 

 

Investing in our securities involves risks. See “Risk Factors” beginning on page 5 and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is             , 2021.


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TABLE OF CONTENTS

 

     Page  

ABOUT THIS PROSPECTUS

     ii  

INFORMATION INCORPORATED BY REFERENCE

     ii  

WHERE YOU CAN FIND MORE INFORMATION

     iv  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     iv  

THE COMPANY

     1  

THE OFFERING

     3  

RISK FACTORS

     5  

USE OF PROCEEDS

     7  

SELLING HOLDERS

     8  

DESCRIPTION OF SECURITIES

     20  

PLAN OF DISTRIBUTION

     30  

LEGAL MATTERS

     32  

EXPERTS

     32  

 

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ABOUT THIS PROSPECTUS

This prospectus is part of the registration statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we and the Selling Holders may, from time to time, issue, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. The Selling Holders may use the shelf registration statement to sell up to an aggregate of 156,228,942 shares of Class A common stock and up to 10,533,333 private placement warrants from time to time through any means described in the section entitled “Plan of Distribution.” We may use the shelf registration statement to issue up to an aggregate of 10,533,333 shares of Class A common stock upon exercise of the private placement warrants. More specific terms of any securities that the Selling Holders offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the Class A common stock and/or private placement warrants being offered and the terms of the offering.

A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus or any applicable prospectus supplement. See “Where You Can Find More Information.”

Neither we nor the Selling Holders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or any accompanying prospectus supplement. We and the Selling Holders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any applicable prospectus supplement. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, or selling stockholders offer and sell shares of Class A common stock, we or the selling stockholders will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. The prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement.

INFORMATION INCORPORATED BY REFERENCE

This registration statement incorporates by reference important business and financial information about our Company that is not included in or delivered with this document. The information incorporated by reference is considered to be part of this prospectus, and the SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in or omitted from this prospectus or any accompanying prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or

 

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superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference:

 

   

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March  1, 2021, as amended by our Form 10-K/A, filed on April 30, 2021 (our “Annual Report”);

 

   

The information responsive to Part III of the Annual Report provided in the Company’s Proxy Statement on Schedule 14A, filed on April 30, 2021 and incorporated by reference into the Annual Report;

 

   

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 3, 2021;

 

   

Our Current Reports on Form 8-K, filed on January 5, 2021, March  10, 2021 and April 23, 2021 (only with respect to Item 4.02 therein); and

 

   

The description of our securities filed as an exhibit to our Annual Report.

We also incorporate by reference into this prospectus any further filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than portions of those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” and not filed with the SEC), including all filings filed after the date hereof and prior to the completion of an offering of securities under this prospectus.

We have filed with the SEC this registration statement under the Securities Act covering the shares of Class A common stock and private placement warrants to be offered and sold by this prospectus and any applicable prospectus supplement. This prospectus does not contain all of the information included in the registration statement, some of which is contained in exhibits to the registration statement. The registration statement, including the exhibits, can be read at the SEC website referred to above under “Where You Can Find More Information.” Any statement made in this prospectus or any prospectus supplement concerning the contents of any contract, agreement or other document is only a summary of the actual contract, agreement or other document. If we have filed any contract, document, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

Our filings with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, are available free of charge on our website at www.vertiv.com as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus. You may also obtain a copy of these filings at no cost by writing or telephoning us at the following address or telephone number:

Vertiv Holdings Co.

1050 Dearborn Drive

Columbus, Ohio, 43085

Attention: Investor Relations

Telephone: (614) 888-0246

 

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC this registration statement under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which forms a part of such registration statement, does not contain all of the information included in the registration statement. For further information pertaining to us and our securities, you should refer to the registration statement and to its exhibits. The registration statement has been filed electronically and may be obtained in any manner listed below. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or a report we file under the Exchange Act, you should refer to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to a registration statement or report is qualified in all respects by the filed exhibit.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and on our website at www.vertiv.com. The information found on, or that can be accessed from or that is hyperlinked to, our website is not part of this prospectus (except for the SEC filings expressly incorporated by reference herein). You should not rely on any such information in making your decision whether to purchase the securities. You may inspect a copy of the registration statement through the SEC’s website, as provided herein.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus (including the documents incorporated by reference herein) contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, capital structure, dividends, indebtedness, business strategy and plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. The Company 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 prospectus, 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 in this prospectus are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated.

Forward-looking statements included in this prospectus speak only as of the date of this prospectus or any earlier date specified for such statements. The Company 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. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by this Cautionary Statement Regarding Forward-Looking Statements.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’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. The Company has previously disclosed risks factors in its SEC reports, including those set forth in its Annual Report, which is incorporated by reference into this prospectus. These risk factors and those identified elsewhere in this prospectus, among others, could cause

 

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actual results to differ materially from historical performance and include, but are not limited to: competition, the ability of the Company 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 the Company and its subsidiaries, including: global economic weakness and uncertainty; risks relating to the continued growth of the Company’s customers’ markets; failure to meet or anticipate technology changes; the unpredictability of the Company’s future operational results, including the ability to grow and manage growth profitably; disruption of the Company’s customers’ orders or the Company’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 the Company’s supply chain or difficulties with third-party manufacturers; competition in the infrastructure technologies industry; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, the Company’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 the Company’s backlog of orders and contracts; changes to tax law; ongoing tax audits; risks associated with future legislation and regulation of the Company’s customers’ markets both in the United States and abroad; costs or liabilities associated with product liability; the Company’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of the Company’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 Company’s operations; risks associated with the Company’s sales and operations in emerging markets; exposure to fluctuations in foreign currency exchange rates; the Company’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; the Company’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 the Company; the Company’s ability to realize cost savings in connection with its restructuring program; risks associated with the Company’s limited history of operating as an independent company; potential net losses in future periods; failure to remediate internal controls over financial reporting; the Company’s level of indebtedness and the ability to incur additional indebtedness; the Company’s ability to comply with the covenants and restrictions contained in its credit agreements, including restrictive covenants that restrict operational flexibility; the Company’s ability to comply with the covenants and restrictions contained in its credit agreements is not fully within the Company’s control; the Company’s ability to access funding through capital markets; the Vertiv Stockholder’s significant ownership and influence over the Company; risks associated with the Company’s obligations to pay the Vertiv Stockholder portions of the tax benefits relating to pre-Business Combination tax assets and attributes; resales of the Company’s securities may cause volatility in the market price of its securities; the Company’s organizational documents contain provisions that may discourage unsolicited takeover proposals; the Company’s certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of the Company’s subsidiaries to pay dividends; volatility in the Company’s stock price due to various market and operational factors; the Company’s ability to maintain its listing on the NYSE and comply with listing requirements; risks associated with the failure of industry analysts to provide coverage of the Company’s business or securities; and other risks and uncertainties indicated in this prospectus, including those under the heading “Risk Factors” in our Annual Report, as amended or supplemented from time to time by any risk factors we include in subsequent annual or quarterly reports on Form 10-K or 10-Q, respectively, and incorporated by reference herein and that may be set forth in any applicable prospectus supplement under any similar caption. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

 

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THE COMPANY

This summary highlights certain significant aspects of our business and is a summary of information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read this entire prospectus, including the information incorporated by reference, before making an investment decision. In this prospectus, unless otherwise indicated or the context otherwise requires, references to the “Company,” “we,” “us,” and “our” are to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries.

We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We provide this technology to data centers, communication networks and commercial & industrial environments worldwide. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

On February 7, 2020, Vertiv Holdings Co. (formerly known as GS Acquisition Holdings Corp.) acquired Vertiv Holdings, LLC (“Vertiv Holdings”) through a series of merger transactions. As a result of these transactions, (i) the Company directly owns all of the equity interests of Vertiv Holdings and indirectly owns all of the equity interests of the subsidiaries of Vertiv Holdings and (ii) VPE Holdings, LLC (the “Vertiv Stockholder”), the sole equity holder of Vertiv Holdings prior to the merger transactions, received merger consideration consisting of 118,261,955 shares of Class A common stock (the “Stock Consideration Shares”) and $342 million in cash. The controlling interests of the Vertiv Stockholder were ultimately held by certain private equity investment funds sponsored by Platinum Equity, LLC (“Platinum Equity” and such funds, collectively, “Platinum”).

Concurrently with the consummation of the merger transactions, the Company sold 123,900,000 shares of its Class A common stock (the “PIPE Shares”) to certain investors (the “PIPE Investors”), including an affiliate of David M. Cote, our Excutive Chairman, an affiliate of The Goldman Sachs Group, Inc. (“Goldman Sachs”) and certain of our executive officers for an aggregate purchase price of $1,239 million (the “PIPE Investment”). The merger transactions and the PIPE Investment are referred to collectively as the “Business Combination.”

Prior to the Business Comination, we were a special purpose acquisition corporation. Our sponsor was GS DC Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). Our 17,250,000 founder shares (the “founder shares”) were issued to our Sponsor and certain of our current and former directors. In addition, concurrently with our initial public offering (the “IPO”), we issued 10,533,333 private placement warrants to our Sponsor in a private placement. On Feruary 7, 2020, our Sponsor was dissolved and distributed the founder shares and the private placement warrants held by it to its two members, an affiliate of David M. Cote, which received 8,572,500 founder shares and 5,267,667 private placement warrants, and an affiliate of Goldman Sachs, which received 8,572,500 founder shares and 5,266,666 private placement warrants. The founder shares were originally shares of our Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, the “common stock”), but were automatically converted into shares of our Class A common stock on a one to one basis upon consummation of the Business Combination.

We were incorporated on April 25, 2016 as a Delaware corporation under the name “GS Acquisition Holdings Corp.” (“GSAH”) and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On February 7, 2020, in connection with the consummation of the Business Combination, we changed our name to “Vertiv Holdings Co.”

Our principal executive offices are located at 1050 Dearborn Drive, Columbus, Ohio, 43085, and our telephone number is (614) 888-0246. Our website is www.vertiv.com. The information found on, or that can be



 

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accessed from or that is hyperlinked to, our website is not part of, and is not incorporated by reference into, this prospectus supplement or the accompanying prospectus (except for the SEC filings expressly incorporated by reference herein), and such information should not be considered to be part of this prospectus. You should not rely on any such information in making your decision whether to purchase the securities.



 

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THE OFFERING

We are registering the resale by the Selling Holders or their permitted transferees of (i) up to 156,228,942 shares of Class A common stock and (ii) up to 10,533,333 private placement warrants. We are also registering the issuance by us of up to 10,533,333 shares of our Class A common stock that may be issued upon exercise of the private placement warrants to purchase Class A common stock. Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” on page 5 of this prospectus.

Resale of Class A common stock and private placement warrants

 

Shares of Class A common stock offered by the Selling Holders (including 10,533,333 shares of Class A common stock that may be issued upon exercise of the private placement warrants)

  

156,228,942 shares

Private placement warrants offered by the Selling Holders

  

10,533,333 warrants

Exercise Price

   $11.50 per share, subject to adjustment as described herein.

Redemption

   The private placement warrants are redeemable in certain circumstances. See “Description of Securities — Private Placement Warrants” for further discussion.

Use of Proceeds

   We will not receive any proceeds from the sale of the Class A common stock and private placement warrants to be offered by the Selling Holders. With respect to shares of Class A common stock underlying the private placement warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such private placement warrants to the extent such private placement warrants are exercised for cash.

NYSE Ticker Symbols

   Class A common stock: “VRT”

Issuance of Class A Common Stock

The following information is as of March 2, 2021 and does not give effect to issuances of our Class A common stock or private placement warrants after such date, or the exercise of private placement warrants after such date.

 

Shares of our Class A common stock to be issued upon exercise of all private placement warrants

   10,533,333 shares

Shares of our Class A common stock outstanding as of March 2, 2021 prior to exercise of all private placement warrants

   351,440,743 shares


 

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Use of proceeds

   We will receive up to an aggregate of approximately $121,133,329.50 from the exercise of private placement warrants assuming the exercise in full of all such private placement warrants for cash. Unless we inform you otherwise in a prospectus supplement, we intend to use the net proceeds from the exercise of such private placement warrants for general corporate purposes which may include acquisitions or other strategic investments or repayment of outstanding indebtedness.


 

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RISK FACTORS

An investment in our securities involves risks and uncertainties. You should carefully consider the risks set forth under “Risk Factors” in any applicable prospectus, under “Risk Factors” under Item 1A of Part I of our Annual Report incorporated by reference herein, and all of the other information contained or incorporated by reference in this prospectus before making an investment decision. The occurrence of any of these risks could materially and adversely affect our business, financial condition, results of operations or prospects. Much of the business information, as well as the financial and operational data contained in our risk factors, are updated by our periodic reports filed with the SEC pursuant to the Exchange Act, which are also incorporated by reference into this prospectus. The risks that we discuss in the documents incorporated by reference in this prospectus are those we currently believe may materially affect our Company. Additional risks not presently known to us or that we currently believe are immaterial also may materially and adversely affect our business, financial condition, results of operations and cash flows. For more information, see “Where You Can Find More Information” and “Information Incorporated by Reference.”

Risks related to ownership of our Class A common stock

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that sales might occur, could cause the market price of our Class A common stock to decline.

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that sales may occur, could cause the market price of our Class A common stock to decline. Currently our significant shareholders, including the Vertiv Stockholder which beneficially owns 17.0% of our outstanding Class A common stock as of March 2, 2021, are no longer subject to contractual restrictions that would limit or prohibit any sales. In addition, 10,533,333 shares of our Class A common stock are issuable upon the exercise of our 10,533,333 private placement warrants outstanding as of March 2, 2021.

Shares of Class A common stock and private placement warrants held by certain shareholders, including certain of our significant shareholders, are registered for resale under the Securities Act on this registration statement. See “The Offering.” Resale of shares of Class A common stock and private placement warrants may also be effected under Rule 144 promulgated under the Securities Act at this time. We have also registered all shares of Class A common stock that we may issue under the Vertiv Holdings Co. 2020 Stock Incentive Plan (the “Incentive Plan”) and they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates.

The sale or possibility of sale of shares by our large shareholders could have the effect of increasing the volatility in our share price or the market price of our securities could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. We cannot predict the size of future sales of shares or the effect, if any, that future sales would have on the market price of our shares.

Sales of our common stock may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to fall and make it more difficult for you to sell shares of our Class A common stock.

The trading price of our Class A common stock may be volatile and may decline regardless of our operating performance.

The trading price of our Class A common stock has in the past, and may in the future, fluctuate significantly in response to numerous factors, many of which are beyond our control, including, but not limited to:

 

   

actual or anticipated variations in our quarterly operating results;

 

   

results of operations that vary from the expectations of securities analysts and investors;

 

   

changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;

 

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changes in market valuations of similar companies;

 

   

changes in the markets in which we operate;

 

   

announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;

 

   

announcements by third parties of significant claims or proceedings against us;

 

   

additions or departures of key personnel;

 

   

actions by stockholders, including an offering by the selling stockholder of its shares of our Class A common stock;

 

   

speculation in the press or investment community;

 

   

general market, economic and political conditions, including an economic slowdown;

 

   

uncertainty regarding economic events, including in Europe in connection with the United Kingdom’s departure from the European Union;

 

   

changes in interest rates;

 

   

our operating performance and the performance of other similar companies;

 

   

our ability to accurately project future results and our ability to achieve those and other industry and analyst forecasts; and

 

   

new legislation or other regulatory developments that adversely affect us, our markets or our industry.

In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect many technology companies’ stock prices. Often, their stock prices have fluctuated in ways unrelated or disproportionate to the companies’ operating performance. The global stock markets have experienced, and may continue to experience, significant volatility as a result of the COVID-19 pandemic, and the price of our Class A common stock has been volatile and has experienced significant declines in recent months. The COVID-19 pandemic and the significant uncertainties it has caused for the global economy, business activity and business confidence have had, and are likely to continue to have, a significant effect on the market price of securities generally, including our Class A common stock. The impact of the COVID-19 pandemic may also have the effect of exacerbating many of the other risks described in this prospectus supplement and those contained in the accompanying prospectus.

Moreover, because of these fluctuations, comparing our results of operations on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our net revenue or results of operations fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our Class A common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated net revenue or earnings forecasts that we may provide.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of our management team from our business regardless of the outcome of such litigation.

 

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USE OF PROCEEDS

All of the securities offered by the Selling Holders pursuant to this prospectus will be sold by the Selling Holders for their respective accounts. We will not receive any of the proceeds from these sales. We will receive up to an aggregate of approximately $121,133,329.50 from the exercise of all private placement warrants assuming the exercise in full of all such private placement warrants for cash. Unless we inform you otherwise in a prospectus supplement, we intend to use the net proceeds from the exercise of such private placement warrants for general corporate purposes which may include acquisitions or other strategic investments or repayment of outstanding indebtedness.

The Selling Holders will pay any underwriting discounts and commissions and expenses incurred by the Selling Holders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Holders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, NYSE listing fees and fees and expenses of our counsel and our independent registered public accounting firm.

 

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SELLING HOLDERS

This prospectus relates to the possible offer and resale by the Selling Holders of (i) up to 156,228,942 shares of Class A common stock (including 10,533,333 shares of Class A common stock that may be issued upon exercise of the private placement warrants); and (ii) up to 10,533,333 private placement warrants.

Concurrently with the IPO, our Sponsor acquired the founder shares and the private placement warrants and distributed some of its founder shares to the other initial stockholders, who were the independent directors of GSAH. Immediately prior to the completion of the Business Combination, Sponsor dissolved and distributed its founder shares and private placement warrants to its members, an affiliate of David M. Cote and an affiliate of Goldman Sachs. Upon the consummation of the Business Combination, (i) the Vertiv Stockholder acquired the Stock Consideration Shares pursuant to the Agreement and Plan of Merger, dated as of December 10, 2019 (as amended frm time to time), by and among GSAH, Vertiv Holdings, the Vertiv Stockholder and certain subsidiaries of GSAH (the “Merger Agreement”), (ii) the PIPE Investors acquired the PIPE Shares pursuant to certain subscription agreements entered into between GSAH and each of the PIPE Investors (the “Subscription Agreements”), (iii) the founder shares were converted from Class B common stock to Class A common stock and (iv) we entered into the Amended and Restated Registration Rights Agreement with the Vertiv Stockholder, affiliates of David M. Cote and affiliates of Goldman Sachs and certain PIPE Investors (the “Registration Rights Agreement”). The founder shares, the PIPE Shares, the Stock Consideration Shares and the other registrable securities under the Registration Rights Agreement are being registered by the registration statement of which this prospectus forms a part pursuant to the registration rights granted under certain of the Subscription Agreements and the Registration Rights Agreement.

The Selling Holders may from time to time offer and sell any or all of the shares of Class A common stock and private placement warrants set forth below pursuant to this prospectus. When we refer to the “Selling Holders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors and others who later come to hold any of the Selling Holders’ interest in the shares of Class A common stock and/or private placement warrants after the date of this prospectus such that registration rights shall apply to those securities.

The following tables are prepared based on information provided to us by the Selling Holders. It sets forth the name and address of the Selling Holders, the aggregate number of shares of Class A common stock that the Selling Holders may offer pursuant to this prospectus, and the beneficial ownership of the Selling Holders both before and after the offering. We have based percentage ownership prior to this offering on 351,440,743 shares of Class A common stock and 10,533,333 private placement warrants outstanding, in each case as of March 2, 2021. In calculating percentages of shares of Class A common stock owned by a particular Selling Holder, we treated as outstanding the number of shares of our Class A common stock issuable upon exercise of that particular Selling Holder’s private placement warrants, if any, and did not assume the exercise of any other Selling Holder’s private placement warrants.

We cannot advise you as to whether the Selling Holders will in fact sell any or all of such Class A common stock or private placement warrants. In addition, the Selling Holders may sell, transfer or otherwise dispose of, at any time and from time to time, the Class A common stock and private placement warrants in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus. For purposes of this table, we have assumed that the Selling Holders will have sold all of the securities covered by this prospectus upon the completion of the offering.

Unless otherwise indicated below, the address of each beneficial owner listed in the tables below is c/o Vertiv Holdings Co, 1050 Dearborn Drive, Columbus, Ohio, 43085.

 

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Shares of Class A common stock

 

       Beneficial Ownership Before  
the Offering
    Shares to be Sold in
the Offering
        Beneficial Ownership    
After the Offering
 
Name of Selling Holder          Number of      
Shares
     %(1)     Number of
Shares
     %(1)           Number of      
Shares
     %  

VPE Holdings, LLC(2)

     59,880,215        17.0     59,880,215        17.0     0        0

Abu Dhabi Investment Authority(3)

     11,326,600        3.2     11,326,600        3.2     0        0

Eminence Capital, LP(4)

     3,856,162        1.1     3,856,162        1.1     0        0

Nomura Global Financial Products Inc.(5)

     10,800,000        3.1     5,400,000        1.5     0        0

Cote SPAC 1 LLC(6)

     13,839,167        3.9     13,839,167        3.9     0        0

GS Sponsor LLC(7)

     7,299,404        2.1     7,299,404        2.1     0        0

GSAH Investors Emp LP(8)

     7,459,000        2.1     7,459,000        2.1     0        0

BlackRock, Inc.(9)

     10,800,000        3.1     10,800,000        3.1     0        0

Investment Corporation of Dubai(10)

     2,000,000            2,000,000            0        0

Adage Capital Partners, LP(11)

     25,000            25,000            0        0

FMR LLC(12)

     11,314,000        3.2     11,314,000        3.2     0        0

Baron Small Cap Fund(13)

     6,000,000        1.7     4,000,000        1.1     2,000,000       

Tradeinvest Asset Management Company (BVI) Ltd.(14)

     910,580            910,580            0        0

Atlanta Sons LLC(15)

     2,000,000            2,000,000            0        0

Integrated Core Strategies (US) LLC(16)

     5,270,514        1.5     1,894,299            3,376,215       

Hudson Bay Master Fund Ltd(17)

     568,333            235,000            333,333       

Beckensfield Limited(18)

     152,832            152,832            0        0

Waterbeck Group Limited(19)

     2,825            2,825            0        0

Steven S Reinemund(20)

     368,333            368,333            0        0

Roger Fradin(21)

     368,333            368,333            0        0

James Albaugh(22)

     111,666            111,666            0        0

Joseph van Dokkum(23)

     25,000            25,000            0        0

Robin Washington(24)

     10,000            10,000            0        0

Giordano Albertazzi

     26,859            26,859            0        0

Andrew Cole

     35,650            35,650            0        0

David J. Fallon

     52,387            52,387            0        0

Colin Flannery

     17,825            17,825            0        0

Jason M. Forcier

     38,475            38,475            0        0

John Hewitt

     35,650            35,650            0        0

Patrick Johnson

     31,802            31,802            0        0

Steve Lalla

     25,650            25,650            0        0

Stephen Liang

     37,062            37,062            0        0

Gary Niederpruem

     24,618            24,618            0        0

Additional Selling Holders(25)

     1,515,000            1,515,000            0        0

 

*

Less than 1%.

(1)

Based upon 351,440,743 shares of Class A common stock outstanding as of March 2, 2021.

(2)

Represents shares owned directly by VPE Holdings, LLC, a Delaware limited liability company. Vertiv JV Holdings, LLC owns a majority of the outstanding equity interests of VPE Holdings, LLC, and PE Vertiv Holdings, LLC owns a majority of the outstanding interests of Vertiv JV Holdings, LLC, and, accordingly, each may be deemed to beneficially own the shares owned directly by VPE Holdings, LLC. PE Vertiv Holdings, LLC is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Platinum Equity Investment Holdings III, LLC is the managing member of one of such funds and the managing member of the general partner of four of such funds. Through such positions, Platinum Equity Investment Holdings III, LLC has the indirect power to direct the voting of a majority of the

 

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  outstanding equity interests of PE Vertiv Holdings, LLC. Platinum Equity Investment Holdings Manager III, LLC is the managing member of Platinum Equity Investment Holdings III, LLC. Platinum Equity InvestCo, L.P. owns all of the economic interests in Platinum Equity Investment Holdings III, LLC. Platinum Equity Investment Holdings IC (Cayman), LLC is the general partner of Platinum Equity InvestCo LP. Platinum InvestCo (Cayman), LLC holds a controlling interest in Platinum Equity InvestCo LP. Platinum Equity, LLC is sole member of Platinum Equity Investment Holdings Manager III, LLC and Platinum Equity Investment Holdings III, LLC. Platinum Equity also indirectly controls the other funds that own equity interests of PE Vertiv Holdings, LLC. Mr. Tom Gores is the beneficial owner of Platinum Equity, LLC. Accordingly, as a result of their indirect ownership and control of each of VPE Holdings, LLC, Vertiv JV Holdings, LLC and PE Vertiv Holdings, LLC, each of Platinum Equity Investment Holdings, LLC, Platinum Equity Investment Holdings Manager, LLC, Platinum Equity InvestCo, L.P., Platinum Equity Investment Holdings IC (Cayman), LLC, Platinum InvestCo (Cayman), LLC, Platinum Equity, LLC and Mr. Tom Gores may be deemed to beneficially own the shares owned directly by VPE Holdings, LLC. Mr. Tom Gores disclaims beneficial ownership of the shares owned directly by VPE Holdings, LLC, except to the extent of his pecuniary interest therein. The business address of VPE Holdings, LLC and each party beneficially owning the shares held thereby is 360 North Crescent Drive, South Building, Beverly Hills, CA, 90210.
(3)

The business address of Abu Dhabi Investment Authority is 211 Corniche Street, P.O. Box 3600, Abu Dhabi. Abu Dhabi Investment Authority is a public institution wholly owned by the Government of the Emirate of Abu Dhabi and subject to its supervision.

(4)

Includes (i) 3,445,217 shares of Class A common stock held by Eminence Holdings LLC and (ii) 410,945 shares of Class A common stock held by EC Longhorn LLC. Eminence Capital, LP serves as the investment adviser to, and may be deemed to have shared voting and dispositive power over the shares of Class A common stock held by, Eminence Holdings LLC and EC Longhorn LLC. Ricky C. Sandler is the Chief Executive Officer of Eminence Capital, LP and may be deemed to have shared voting and dispositive power over the shares of Class A common stock held by Eminence Holdings LLC and EC Longhorn LLC. The business address of Eminence Capital, LP is 399 Park Avenue, 25th Floor, New York, NY 10022.

(5)

Includes 5,400,000 shares of Class A common stock that may be acquired upon settlement of OTC derivative contracts. Nomura Global Financial Products Inc. is a wholly owned subsidiary of Nomura Holdings, Inc. (NYSE: NMR). The business address of Nomura Global Financial Products Inc. is 309 West 49th Street, New York, New York 10019.

(6)

Includes: (i) 8,572,500 founder shares and (ii) 5,266,667 shares of Class A common stock underlying the private placement warrants. David M. Cote is the manager of Cote SPAC 1 LLC. Mr. Cote is also the manager of Atlanta Sons LLC and may be deemed to beneficially own the 2,000,000 shares of Class A common stock held by Atlanta Sons LLC. Mr. Cote may also be deemed to beneficially own 50,000 shares of Class A common stock held by his spouse. Mr. Cote disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest therein. Interest shown do not reflect the securities held by Atlanta Sons LLC or Mr. Cote’s spouse. The business address of Cote SPAC 1 LLC is 717 Northshore Drive, Anna Maria, Florida 34216.

(7)

Includes: (i) 2,032,738 founder shares and (ii) 5,266,666 shares of Class A common stock underlying the private placement warrants. The business address of GS Sponsor Member is 200 West Street, New York, New York 10282. GS Sponsor Member is a wholly owned subsidiary of GSAM Holdings LLC, which is a wholly owned subsidiary of The Goldman Sachs Group, Inc. Each of GSAM Holdings LLC and The Goldman Sachs Group, Inc. may be deemed to beneficially own the private placement warrants held by the Sponsor by virtue of their direct and indirect ownership, respectively, over GS Sponsor Member. Each of GSAM Holdings LLC and The Goldman Sachs Group, Inc. disclaims beneficial ownership of any such private placement warrants except to the extent of their respective pecuniary interest therein.

(8)

GSAH Investors Emp LP is a limited partnership controlled by its general partner and its investment manager, both of which are indirect wholly-owned subsidiaries of The Goldman Sachs Group, Inc. Prior to the Business Combination, (i) the Sponsor was jointly owned by GS Sponsor Member and Cote Sponsor Member and (ii) Raanan Agus, a Participating Managing Director of Goldman Sachs, served as a member of GSAH’s board of directors. In addition to the registrable securities held by GSAH Investor Emp LP,

 

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  Goldman Sachs holds common stock and warrants of the Company. Goldman Sachs also serves as lender to the Company. Goldman Sachs has also previously acted as financial advisor and placement agent to GSAH. Following the effectiveness of this shelf registration statement, each limited partner of GSAH Investors Emp LP will have the right to request that GSAH Investors Emp LP use its reasonable efforts to sell a portion of the registrable securities held by GSAH Investors Emp LP. The business address of GSAH Investors Emp LP is 200 West Street, New York, New York 10282.
(9)

The registered holders of the referenced shares are the following funds and accounts under management by investment adviser subsidiaries of BlackRock, Inc.: BlackRock Global Funds — Global Allocation Fund, BlackRock Global Funds — Global Dynamic Equity Fund, BlackRock Global Allocation Collective Fund, BlackRock Global Allocation Fund (Australia), BlackRock Global Allocation Fund, Inc., BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc. and BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc. BlackRock, Inc. is the ultimate parent holding company of such investment adviser entities. On behalf of such investment adviser entities, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such investment adviser subsidiaries and such portfolio managers and/or investment committee members is 1 University Square Drive, Princeton, NJ 08540. Interests shown include only the securities registered for resale and may not incorporate all shares deemed to be beneficially held by BlackRock, Inc.

(10)

Investment Corporation of Dubai is controlled by the Government of Dubai. The business address of Investment Corporation of Dubai is Levels 5&6, Gate Village Building 7, DIFC, Dubai, UAE.

(11)

Adage Capital Partners, LP is controlled by its general partner Adage Capital Partners, GP, LLC, which is controlled by its managing member, Adage Capital Advisors, LLC. The business address of Adage Capital Partners, LP is 200 Clarendon St. 52nd floor, Boston, CA 02210.

(12)

Includes: (i) 450,000 shares of Class A common stock held by Fidelity Rutland Square Trust II: Strategic Advisers Core Fund; (ii) 600,000 shares of Class A common stock held by Fidelity Rutland Square Trust II : Strategic Advisers Fidelity U.S. Total Stock Fund — FIAM US Equity Subportfolio; (iii) 2,000,000 shares of Class A common stock held by Fidelity Securities Fund: Fidelity Growth & Income Portfolio; (iv) 450,000 shares of Class A common stock held by Variable Insurance Products Fund III: Growth & Income Portfolio; (v) 160,000 shares of Class A common stock held by Fidelity Advisor Series I: Fidelity Advisor Growth & Income Fund; (vi) 4,500,000 shares of Class A common stock held by Fidelity Hastings Street Trust: Fidelity Series Growth & Income Fund; (vii) 850,000 shares of Class A common stock held by Fidelity Concord Street Trust: Fidelity Large Cap Stock Fund; (viii) 350,000 shares of Class A common stock held by Fidelity Advisor Series I: Fidelity Advisor Large Cap Fund; (ix) 800,000 shares of Class A common stock held by FIAM Target Date Large Cap Stock Commingled Pool; (x) 25,000 shares of Class A common stock held by Fidelity Large Cap Stock Institutional Trust; (xi) 29,000 shares of Class A common stock held by Fidelity Concord Street Trust: Fidelity Large Cap Stock K6 Fund; and (xii) 1,100,000 shares of Class A common stock held by Fidelity Destiny Portfolios: Fidelity Advisor Capital Development Fund, all of the foregoing entities are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company

 

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  (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The business address of FMR LLC is 200 Seaport Blvd. V12E, Boston, Massachusetts 02210.
(13)

Baron Small Cap Fund is an investment company registered under the Investment Company Act of 1940 and its business address is 767 Fifth Avenue, 49th Floor, New York, NY 10153.

(14)

Tradeinvest Asset Management Company (BVI) Ltd. is controlled by Sarkis D. Izmirlian and its business address is 6th Floor, Lyford Cay House, Western Road, P.O. Box N-7776 (Slot 193), Nassau, New Providence, Bahamas.

(15)

David M. Cote is the manager of Atlanta Sons LLC. Mr. Cote is also the manager of Cote SPAC 1 LLC and may be deemed to beneficially own the 13,839,167 shares of Class A common stock held by Cote SPAC 1 LLC (consisting of 8,572,500 founder shares and 5,266,667 shares of Class A common stock underlying the private placement warrants). Mr. Cote may also be deemed to beneficially own 50,000 shares of Class A common stock held by his spouse. Mr. Cote disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest therein. Interest shown do not reflect the securities held by Cote SPAC 1 LLC or Mr. Cote’s spouse. The business address of Atlanta Sons LLC is 717 Northshore Drive, Anna Maria, Florida 34216.

(16)

Includes: (i) 2,100 shares of our Class A common stock held by Integrated Assets, Ltd.; (ii) 309,172 shares of our Class A common stock held by ICS Opportunities II LLC; (iii) 237,775 shares of our Class A common stock held by ICS Opportunities, Ltd.; and (iv) 4,721,467 shares of our Class A common stock held by Integrated Core Strategies (US) LLC. The business address of Integrated Core Strategies (US) LLC is c/o Millennium Management LLC, 666 Fifth Avenue, 8th Floor, New York, New York 10103. Millennium Management LLC is a registered investment advisor and the general partner of the managing member of Integrated Core Strategies (US) LLC. Millennium Management LLC is also the general partner of the 100% owner of Integrated Assets, Ltd., ICS Opportunities II LLC and ICS Opportunities, Ltd. Millennium International Management LP is the investment manager of each of Integrated Assets, Ltd., ICS Opportunities II LLC and ICS Opportunities, Ltd. Millennium Management LLC may be deemed to have shared voting control and investment discretion over the shares of our Class A common stock held by Integrated Core Strategies (US) LLC, Integrated Assets, Ltd., ICS Opportunities II LLC and ICS Opportunities, Ltd. Millennium International Management LP may be deemed to have shared voting control and investment discretion over the shares of our Class A common stock held by Integrated Assets, Ltd., ICS Opportunities II LLC and ICS Opportunities, Ltd. Millennium Group Management LLC is the managing member of Millennium Management LLC and the general partner of Millennium International Management LP and may also be deemed to have shared voting control and investment discretion over the shares of our Class A common stock held by Integrated Core Strategies (US) LLC, Integrated Assets, Ltd, ICS Opportunities II LLC and ICS Opportunities, Ltd. The managing member of Millennium Group Management LLC is a trust of which Israel A. Englander currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over the shares of our Class A common stock held by Integrated Core Strategies (US) LLC, Integrated Assets, Ltd, ICS Opportunities II LLC and ICS Opportunities, Ltd. The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium International Management LP, Millennium Group Management LLC or Mr. Englander as to the beneficial ownership of the shares of our Class A common stock held by Integrated Core Strategies (US) LLC, Integrated Assets, Ltd., ICS Opportunities II LLC and ICS Opportunities, Ltd.

(17)

Includes 333,333 shares of our Class A common stock. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities. The business address of Hudson Bay Master Fund Ltd. is c/o Hudson Bay Capital Management LP 777 Third Avenue, 30th Floor, New York, NY 10017.

(18)

Beckensfield Limited is controlled by Athanasios Laskaridis. The business address of Beckensfield Limited is c/o Attendus Trust Company AG, 12 Bahnhofstrasse, 6301 ZUG, Switzerland.

 

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(19)

Waterbeck Group Limited is controlled by Panagiotis Laskaridis. The business address of Waterbeck Group Limited is c/o Attendus Trust Company AG, 12 Bahnhofstrasse, 6301 ZUG, Switzerland.

(20)

Includes: (i) 35,000 founder shares; (ii) 133,333 shares of Class A common stock held by 2017 Steven S Reinemund GRAT, of which Mr. Reinemund is trustee; and (iii) 200,000 PIPE Shares held by 2017 Steven S Reinemund GRAT, of which Mr. Reinemund is trustee.

(21)

Includes: (i) 35,000 founder shares; (ii) 133,333 shares of Class A common stock; and (iii) 200,000 PIPE Shares.

(22)

Includes: (i) 35,000 founder shares held by Mr. Albaugh; (ii) 26,666 shares of Class A common stock held by Mr. Albaugh; and (iii) 50,000 PIPE Shares held by the James F. Albaugh Living Trust, of which Mr. Albaugh is trustee.

(23)

Interests shown are held by Mr. Joseph van Dokkum and Mrs. Lynn van Dokkum, as tenants in common.

(24)

Interests show are held by the Carl and Robin Washington Revocable Trust. Carl D. Washington and Robin L. Washington are trustees of the Carl and Robin Washington Revocable Trust.

(25)

The disclosure with respect to the remaining Selling Holders is being made on an aggregate basis, as opposed to an individual basis, because their aggregate holdings are less than 1% of the outstanding shares of our Class A common stock.

Private Placement Warrants

 

     Beneficial Ownership
Before the Offering
    Shares to be Sold
in the Offering
     Beneficial Ownership
After the Offering
        

Name of Selling Holder

   Number of
Warrants
     %(1)     Number of
Warrants
     %(1)     Number of
Warrants
     %  

GS Sponsor LLC(2)

     5,266,666        15.71     5,266,666        15.71     0        0

Cote SPAC 1 LLC(3)

     5,266,667        15.71     5,266,667        15.71     0        0

 

*

Less than one percent.

(1)

Based upon 10,533,333 private placement warrants outstanding as of March 2, 2021.

(2)

The business address of GS Sponsor LLC is 200 West Street, New York, New York 10282. GS Sponsor LLC is a wholly owned subsidiary of GSAM Holdings LLC, which is a wholly owned subsidiary of The Goldman Sachs Group, Inc. Each of GSAM Holdings LLC and The Goldman Sachs Group, Inc. may be deemed to beneficially own the private placement warrants held by the Sponsor by virtue of their direct and indirect ownership, respectively, over GS Sponsor LLC. Each of GSAM Holdings LLC and The Goldman Sachs Group, Inc. disclaims beneficial ownership of any such private placement warrants except to the extent of their respective pecuniary interest therein.

(3)

David M. Cote is the manager of Cote SPAC 1 LLC. The business address of Cote SPAC 1 LLC is 717 Northshore Drive, Anna Maria, Florida 34216.

Additional information about the selling stockholders, where applicable, will be set forth in a prospectus supplement, in a post-effective amendment, or in filings we make with the SEC under the Exchange Act which are incorporated by reference herein.

Material Relationships with the Selling Holders

The Selling Holders include certain of our current and former directors and executive officers and their affiliates. For a description of our relationships with such Selling Holders and their affiliates see the sections of our Form 10-K filed with the SEC on March 1, 2021, entitled “Item 10. Directors, Executive Officers and Corporate Governance” and “Item 11. Executive Compensation.

The GS ESC PIPE Investor is a limited partnership of which the general partner and the investment manager are indirect wholly owned subsidiaries of Goldman Sachs. Prior to the Business Combination, (i) our Sponsor was jointly owned by an affiliate of Goldman Sachs and an affiliate of David M. Cote and (ii) Raanan Agus, a

 

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Participating Managing Director of Goldman Sachs, served as a member of GSAH’s board of directors. In addition to the PIPE Shares held by GS ESC PIPE Investor, Goldman Sachs holds Class A common stock and private placement warrants of the Company.

Business Combination

On February 7, 2020 (the “Closing Date”), Vertiv consummated the Business Combination pursuant to the Merger Agreement. The aggregate merger consideration paid by GSAH in connection with the consummation of the Business Combination was approximately $1.5 billion (the “Merger Consideration”). The Merger Consideration was paid in a combination of cash and stock. The amount of cash consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was $341.6 million. The remainder of the consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was stock consideration, consisting of the Stock Consideration Shares, which shares were valued at $10.00 per share for purposes of determining the aggregate number of shares of our Class A common stock payable to the Vertiv Stockholder as part of the Merger Consideration. In addition, the Vertiv Stockholder is entitled to receive additional future cash consideration with respect to the Business Combination in the form of amounts payable under the Tax Receivable Agreement, dated as of the Closing Date, by and between the Company and the Vertiv Stockholder (the “Tax Receivable Agreement”).

Each member of the Sponsor, and Mr. James Albaugh, Mr. Roger Fradin and Mr. Steven S. Reinemund, GSAH’s independent directors prior to the Business Combination agreed to waive the anti-dilution adjustments provided for in GSAH’s amended and restated certificate of incorporation, dated June 7, 2018, which were applicable to GSAH’s shares of Class B common stock prior to the Business Combination. As a result of such waiver, the founder shares automatically converted into shares of our Class A common stock on a one-for-one basis upon the consummation of the Business Combination.

In connection with the Business Combination, we entered into certain related agreements including the Tax Receivable Agreement, the Registration Rights Agreement and the stockholders agreement (each of which is described below under “—Related Agreements.”)

Related Agreements

Amended and Restated Registration Rights Agreement

On the Closing Date, we entered into the Registration Rights Agreement, with the initial stockholders, the Vertiv Stockholder, affiliates of David M. Cote, affiliates of Goldman Sachs and certain other PIPE Investors, pursuant to which such holders are entitled to registration rights in respect of certain shares of the Company’s Class A common stock and certain other equity securities of the Company that are held by such holders from time to time.

The Registration Rights Agreement provides that the Company will as soon as practicable but no later than the later of (i) 45 calendar days following the consummation of the Business Combination and (ii) 90 calendar days following the Company’s most recent fiscal year end, file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of certain shares of the Company’s Class A common stock and certain other equity securities of the Company held by certain parties to the Registration Rights Agreement and will use its commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (x) the 90th calendar day following the filing date if the SEC notifies the Company that it will “review” such shelf registration statement and (y) the 10th business day after the date the Company is notified in writing by the SEC that such shelf registration statement will not be “reviewed” or will not be subject to further review.

Each of the Vertiv Stockholder, an affiliate of David M. Cote, and an affiliate of Goldman Sachs is entitled to make up to two demand registrations in any 12 month period in connection with an underwritten shelf takedown

 

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offering, in each case subject to certain offering thresholds, applicable lock-up restrictions and certain other conditions. In addition, the holders under the Registration Rights Agreement have certain “piggy-back” registration rights. The Registration Rights Agreement includes customary indemnification and confidentiality provisions. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Registration Rights Agreement.

This registration statement was filed by the Company to meet its obligations under the Registration Rights Agreement. In August 2020, the Vertiv Stockholder sold 26,000,000 shares of our Class A common stock in a secondary offering and in November 2020, the Vertiv Stockholder sold 18,000,000 shares of our Class A common stock in a secondary offering. The Company paid for certain fees and expenses equal to an aggregate of approximately $1.2 million in connection with this registration statement and these offerings.

Stockholders Agreement

On the Closing Date, the Company, the Vertiv Stockholder, an affiliate of David M. Cote, and an affiliate of Goldman Sachs entered into the Stockholders Agreement (the “Stockholders Agreement”). The Stockholders Agreement provides that the Vertiv Stockholder may not transfer its Stock Consideration Shares until August 5, 2020, subject to exceptions allowing for certain transfers to related parties and transfers in connection with extraordinary transactions by the Company.

Pursuant to the Stockholders Agreement, the Vertiv Stockholder has the right to nominate up to four directors to our Board of Directors, subject to its ownership percentage of the total outstanding shares of Class A common stock. If the Vertiv Stockholder holds: (i) 30% or greater of the outstanding Class A common stock, it will have the right to nominate four directors (two of which must be independent); (ii) less than 30% but greater than or equal to 20% of the outstanding Class A common stock, it will have the right to nominate three directors (one of which must be independent); (iii) less than 20% but greater than or equal to 10% of the outstanding Class A common stock, it will have the right to nominate two directors; (iv) less than 10% but greater than or equal to 5% of the outstanding Class A common stock, it will have the right to nominate one director; and (iv) less than 5% of the outstanding Class A common stock, it will not have the right to nominate any directors. As long as the Vertiv Stockholder has the right to nominate at least one director, the Vertiv Stockholder shall have certain rights to appoint its nominees to committees of the Board of Directors and the Company shall take certain actions to ensure the number of directors serving on the Board of Directors does not exceed nine. In addition, the Stockholders Agreement provides that so long as the Company has any Executive Chairman or Chief Executive Officer as a named executive officer, the Company shall take certain actions to include such Executive Chairman or Chief Executive Officer on the slate of nominees recommended by the Board of Directors for election. The Stockholders Agreement also provides that, for so long as the Vertiv Stockholder holds at least 5% of our outstanding Class A common stock, the Vertiv Stockholder will have the right to designate an observer to attend meetings of the Board of Directors, subject to certain limitations.

Tax Receivable Agreement

On the Closing Date, the Company entered into the Tax Receivable Agreement, which generally provides for the payment by us to the Vertiv Stockholder of 65% of the cash tax savings in U.S. federal, state, local and certain foreign taxes, that we actually realize (or are deemed to realize) in periods after the closing of the Business Combination as a result of (i) increases in the tax basis of certain intangible assets of Vertiv resulting from certain pre-Business Combination acquisitions, (ii) certain U.S. federal income tax credits for increasing research activities (so-called “R&D credits”) and (iii) tax deductions in respect of certain Business Combination expenses. We expect to retain the benefit of the remaining 35% of these cash tax savings.

For purposes of the Tax Receivable Agreement, the applicable tax savings will generally be computed by comparing our actual tax liability for a given taxable year to the amount of such taxes that we would have been required to pay in such taxable year without the tax basis in the certain intangible assets, the U.S. federal income

 

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tax R&D credits and the tax deductions for certain Business Combination expenses described above. Except as described below, the term of the Tax Receivable Agreement will continue for twelve taxable years following the closing of the Business Combination. However, the payments described in (i) and (ii) above will generally be deferred until the close of our third taxable year following the closing of the Business Combination. The payments described in (iii) above will generally be deferred until the close of our fourth taxable year following the closing of the Business Combination and then payable ratably over the following three taxable year period regardless of whether we actually realize such tax benefits. Payments under the Tax Receivable Agreement are not conditioned on the Vertiv Stockholder’s continued ownership of our stock.

Under certain circumstances (including a material breach of our obligations, certain actions or transactions constituting a change of control, a divestiture of certain assets, upon the end of the term of the Tax Receivable Agreement or, after three years, at our option), payments under the Tax Receivable Agreement will be accelerated and become immediately due in a lump sum. In such case, the payments due upon acceleration would be based on the present value of our anticipated future tax savings using certain valuation assumptions, including that we will generate sufficient taxable income to fully utilize the applicable tax assets and attributes covered under the Tax Receivable Agreement (or, in the case of a divestiture of certain assets, the applicable tax attributes relating to such assets). Consequently, it is possible in these circumstances that the actual cash tax savings realized by us may be significantly less than the corresponding Tax Receivable Agreement payments we are required to make at the time of acceleration. Furthermore, the acceleration of our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity. Additionally, the obligation to make payments under the Tax Receivable Agreement, including the acceleration of our obligation to make payments in the event of a change of control, could make us a less attractive target for a future acquisition.

The Tax Receivable Agreement provides for the payment by us to the Vertiv Stockholder of 65% of the cash tax savings realized (or deemed realized) over a 12-year period after the closing of the Business Combination as described above. In the twelfth year of the Tax Receivable Agreement, an additional payment will be made to the Vertiv Stockholder based on 65% of the remaining tax benefits that have not been realized. The timing of expected future payments under the Tax Receivable Agreement are dependent upon various factors, including the existing tax bases at the time of the Business Combination, the realization of tax benefits, and changes in tax laws. However, as the Company is obligated to settle the remaining tax benefits after 12 years, the Company has concluded that the liability should be measured at fair value and recorded within other long-term liabilities in the consolidated balance sheet at December 31, 2020. The Company has estimated total payments of approximately $191.5 million on an undiscounted basis.

Subscription Agreement

Concurrently with the execution of the Merger Agreement, GSAH entered into Subscription Agreements with the PIPE Investors, including an affiliate of David M. Cote, an affiliate of Goldman Sachs, and certain other “accredited investors” (as defined in Rule 501 under the Securities Act), and their permitted transferees, including certain executive officers of Vertiv (the “Subscribing Vertiv Executives”), pursuant to which the PIPE Investors collectively subscribed for 123,900,000 PIPE Shares for an aggregate purchase price equal to $1,239,000,000. The PIPE Investment was consummated in connection with the Business Combination, pursuant to which the following related parties purchased PIPE Shares at a price of $10.00 per shares:

 

   

GS ESC PIPE Investor, an affiliate of Goldman Sachs, purchased 8,000,000 PIPE Shares;

 

   

Cote PIPE Investor, an entity controlled by David M. Cote, purchased 2,000,000 PIPE Shares;

 

   

Mr. Cote’s spouse, purchased 50,000 PIPE Shares;

 

   

Members of Mr. Cote’s immediate family jointly purchased 15,000 PIPE Shares;

 

   

Roger Fradin, one of our directors, purchased 200,000 PIPE Shares;

 

   

A trust controlled by James F. Albaugh, a former director of GSAH, purchased 50,000 PIPE Shares;

 

   

A trust controlled by Steven S. Reinemund, one of our directors, purchased 200,000 PIPE Shares;

 

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Robin L. Washington, one of our directors, purchased 10,000 PIPE Shares;

 

   

Joseph J. van Dokkum, one of our directors, and his spouse, jointly purchased 25,000 PIPE Shares;

 

   

Robert Johnson, one of our directors and executive officers, purchased 123,120 PIPE Shares;

 

   

David Fallon, one of our executive officers, purchased 52,387 PIPE Shares;

 

   

John Hewitt, one of our executive officers, purchased 35,650 PIPE Shares;

 

   

Jason Forcier, one of our executive officers, purchased 38,475 PIPE Shares;

 

   

Stephen Liang, one of our executive officers, purchased 37,062 PIPE Shares;

 

   

Andrew Cole, one of our former executive officers, purchased 35,650 PIPE Shares;

 

   

Giordano Albertazzi, one of our executive officers, purchased 26,859 PIPE Shares;

 

   

Steve Lalla, one of our former executive officers, purchased 25,650 PIPE Shares;

 

   

Pat Johnson, one of our executive officers, purchased 31,802 PIPE Shares;

 

   

Gary Niederpruem, one of our executive officers, purchased 24,618 PIPE Shares; and

 

   

Colin Flannery, one of our former executive officers, purchased 17,825 PIPE Shares.

The PIPE Shares were not registered under the Securities Act, and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The Subscription Agreements for the PIPE Investors (other than (1) the PIPE Investors who are party to and whose registration rights are governed by the Registration Rights Agreement, and (2) certain executive officers of Vertiv) (the “Non-Sponsor PIPE Investors”) provide for certain registration rights. In particular, the Company was required to file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of such shares, and such registration statement is required to be kept effective for at least two years after effectiveness or until the shares thereunder have been sold by the Non-Sponsor PIPE Investors. In addition, the Non-Sponsor PIPE Investors that purchased shares for an aggregate purchase price in excess of $100,000,000 were entitled to make up to two demands in the aggregate for 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. This registration statement was filed to fulfill the Company’s obligations under these agreements.

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 GSAH’s 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 GSAH’s directors prior to the Business Combination, is also a Participating Managing Director of Goldman Sachs). Goldman Sachs & Co. LLC acted as an underwriter in the two secondary offerings of the Company’s Class A common stock by the Vertiv Stockholder.

 

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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.

Vertiv Related Party Transactions

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 years ended December 31, 2020, 2019 and 2018, Vertiv recorded $0.5 million, $5.0 million, and $5.0 million, respectively in charges related to the Services Agreement. Additionally, for the year ended December 31, 2019, Vertiv recorded $0.4 in charges related to other legal and consulting services and $1.3 million related to an acquisition completed for the year ended December 31, 2018. 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 years ended December 31, 2020, 2019, and 2018, purchases were $64.3 million, $65.0 million, and $56.5 million, respectively.

Independent Contractor Agreement

On January 1, 2021, Vertiv Corporation entered into an Independent Contractor Agreement with International Transformation Partners, LLC, an entity affiliated with Andrew Cole, the Company’s former Chief Organizational Development and Human Resources Officer, for advisory and executive mentorship services. Compensation under the agreement is $250,000 per year, the term of the agreement is one year, and the agreement contains standard contractual terms.

 

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Other Material Relationships

David Cote, the Executive Chairman of the Company, is a member of the Temasek Americas Advisory Panel, for which he is consulted for advice on Temasek Holdings (Private) Limited’s operations in the United States. Aranda Investments Pte. Ltd., one of the Selling Holders, is an indirect wholly owned subsidiary of Temasek Holdings (Private) Limited.

 

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DESCRIPTION OF SECURITIES

The following summary of certain material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. You should refer to our organizational documents and the warrant agreement, which are included as exhibits to the registration statement of which this prospectus is a part. The summary below is also qualified by reference to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), as applicable.

Authorized and Outstanding Stock

Our Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) authorizes the issuance of 725,000,000 shares of capital stock, consisting of (1) 720,000,000 shares of common stock, including (a) 700,000,000 shares of Class A common stock, $0.0001 par value per share, and (b) 20,000,000 shares of undesignated common stock, $0.0001 par value per share, and (2) 5,000,000 shares of preferred stock, par value $0.0001 per share.

As of March 2, 2021, our issued and outstanding share capital consisted of: (i) 351,440,743 shares of Class A common stock, held of record by approximately 60 holders, (ii) no shares of preferred stock and (iii) 10,533,333 private placement warrants, held of record by approximately two warrant holders. Such numbers do not include DTC participants or beneficial owners holding shares through nominee names.

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, under our Certificate of Incorporation, the holders of our common stock possess or will possess all voting power for the election of our directors and all other matters requiring stockholder action and will be entitled to one vote per share on matters to be voted on by stockholders. The holders of our common stock will at all times vote together as one class on all matters submitted to a vote of the holders of our common stock.

Dividends

Subject to the rights, if any of the holders of any outstanding shares of preferred stock, holders of our common stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by our Board in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends and distributions.

Liquidation, Dissolution and Winding Up

In the event of our voluntary or involuntary liquidation, dissolution or winding-up, the holders of our common stock will be entitled to receive all of our remaining assets available for distribution to stockholders, ratably in proportion to the number of shares of our common stock held by them, after the rights of the holders of the preferred stock have been satisfied.

Preemptive or Other Rights

Our stockholders will have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to our common stock.

Election of Directors

There is no cumulative voting with respect to the election of directors, with the result that directors will be elected by a plurality of the votes cast at a meeting of stockholders by holders of our Class A common stock.

 

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Preferred Stock

Our Certificate of Incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our Board is authorized to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Private Placement Warrants

Sponsor purchased 10,533,333 private placement warrants at a price of $1.50 per warrant for an aggregate purchase price of $15,800,000 in a private placement that occurred concurrently with the IPO. Immediately prior to the completion of the Business Combination, Sponsor dissolved and distributed 5,266,667 private placement warrants to the Cote Sponsor Member and 5,266,666 to the GS Sponsor Member. The private placement warrants are not be redeemable by us so long as they are held by the Sponsor Members. The Sponsor Members, or their respective permitted transferees, have the option to exercise the private placement warrants on a cashless basis and are entitled to certain registration rights. If the private placement warrants are held by holders other than the Sponsor Members or their respective permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders as described below.

If any holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the private placement warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the private placement warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of private placement warrants. If a holder of private placement warrants is affiliated with us, their ability to sell our securities in the open market will be significantly limited. We have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.

We are not obligated to deliver any shares of Class A common stock pursuant to the exercise of a private placement warrant and will have no obligation to settle such private placement warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the private placement warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to our satisfying our obligations described below with respect to registration. No private placement warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their private placement warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a private placement warrant, the holder of such private placement warrant will not be entitled to exercise such private placement warrant and such private placement warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such private placement warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

 

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The registration statement of which this prospectus is a part provides for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the private placement warrants. We will use our best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the private placement warrants expire or are redeemed. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a private placement warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of private placement warrants who exercise their private placement warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Private Placement Warrants for Cash.

If the private placement warrants are held by holders other than the Sponsor Members or their respective permitted transferees, we may call the private placement warrants for redemption:

 

   

in whole and not in part;

 

   

at a price of $0.01 per warrant;

 

   

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

 

   

if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

If and when the private placement warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the private placement warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.

Redemption of Private Placement Warrants for Shares of Class A Common Stock. If the private placement warrants are held by holders other than the Sponsor Members or their respective permitted transferees, we may redeem the outstanding warrants:

 

   

in whole and not in part;

 

   

at a price equal to a number of shares of Class A common stock to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below;

 

   

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

 

   

if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.

 

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The numbers in the table below represent the “redemption prices,” or the number of shares of Class A common stock that a warrant holder will receive upon redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding redemption date, determined based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of private placement warrants, and the number of months that the corresponding redemption date precedes the expiration date of the private placement warrants, each as set forth in the table below.

The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a private placement warrant is adjusted as set forth in the first three paragraphs under the heading “—Anti-dilution Adjustments” below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a private placement warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a private placement warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a private placement warrant.

 

Redemption Date
(period to expiration of warrants)

   Fair Market Value of Class A Common Stock  
     $10.00      $11.00      $12.00      $13.00      $14.00      $15.00      $16.00      $17.00      $18.00  

57 months

     0.257        0.277        0.294        0.310        0.324        0.337        0.348        0.358        0.365  

54 months

     0.252        0.272        0.291        0.307        0.322        0.335        0.347        0.357        0.365  

51 months

     0.246        0.268        0.287        0.304        0.320        0.333        0.346        0.357        0.365  

48 months

     0.241        0.263        0.283        0.301        0.317        0.332        0.344        0.356        0.365  

45 months

     0.235        0.258        0.279        0.298        0.315        0.330        0.343        0.356        0.365  

42 months

     0.228        0.252        0.274        0.294        0.312        0.328        0.342        0.355        0.364  

39 months

     0.221        0.246        0.269        0.290        0.309        0.325        0.340        0.354        0.364  

36 months

     0.213        0.239        0.263        0.285        0.305        0.323        0.339        0.353        0.364  

33 months

     0.205        0.232        0.257        0.280        0.301        0.320        0.337        0.352        0.364  

30 months

     0.196        0.224        0.250        0.274        0.297        0.316        0.335        0.351        0.364  

27 months

     0.185        0.214        0.242        0.268        0.291        0.313        0.332        0.350        0.364  

24 months

     0.173        0.204        0.233        0.260        0.285        0.308        0.329        0.348        0.364  

21 months

     0.161        0.193        0.223        0.252        0.279        0.304        0.326        0.347        0.364  

18 months

     0.146        0.179        0.211        0.242        0.271        0.298        0.322        0.345        0.363  

15 months

     0.130        0.164        0.197        0.230        0.262        0.291        0.317        0.342        0.363  

12 months

     0.111        0.146        0.181        0.216        0.250        0.282        0.312        0.339        0.363  

9 months

     0.090        0.125        0.162        0.199        0.237        0.272        0.305        0.336        0.362  

6 months

     0.065        0.099        0.137        0.178        0.219        0.259        0.296        0.331        0.362  

3 months

     0.034        0.065        0.104        0.150        0.197        0.243        0.286        0.326        0.361  

0 months

     —          —          0.042        0.115        0.179        0.233        0.281        0.323        0.361  

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each private placement warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the private placement warrants is $11 per share, and at such time there are 57 months until the expiration of the private placement warrants, we may choose to, pursuant to this redemption feature, redeem the private placement warrants at a “redemption price” of 0.277 shares of Class A common stock for each whole

 

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warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the average last reported sale price of our Class A stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the private placement warrants is $13.50 per share, and at such time there are 38 months until the expiration of the private placement warrants, we may choose to, pursuant to this redemption feature, redeem the private placement warrants at a “redemption price” of 0.298 shares of Class A common stock for each whole private placement warrant. Finally, as reflected in the table above, we can redeem the private placement warrants for no consideration in the event that the private placement warrants are “out of the money” (i.e. the trading price of our Class A common stock is below the exercise price of the private placement warrants) and about to expire.

This redemption feature is structured to allow for all of the outstanding warrants held by holders other than the Sponsor Members or their respective permitted transferees to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise price of the private placement warrants. We have established this redemption feature to provide us with the flexibility to redeem the private placement warrants for shares of Class A common stock, instead of cash, for “fair value” without the private placement warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of Private Placement Warrants for Cash.” Holders of the private placement warrants will, in effect, receive a number of shares representing fair value for their warrants based on a Black-Scholes option pricing model with a fixed volatility input. This redemption right provides us not only with an additional mechanism by which to redeem all of the outstanding warrants, in this case, for shares of Class A common stock, and therefore have certainty as to (1) our capital structure as the private placement warrants would no longer be outstanding and would have been exercised or redeemed and (2) to the amount of cash provided by the exercise of the private placement warrants and available to us, and also provides a ceiling to the theoretical value of the private placement warrants as it locks in the “redemption prices” we would pay to warrant holders if we chose to redeem warrants in this manner. We will effectively be required to pay fair value to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the private placement warrants for shares of Class A common stock if we determine it is in our best interest to do so. As such, we would redeem the private placement warrants in this manner when we believe it is in our best interest to update our capital structure to remove the private placement warrants and pay fair value to the warrant holders. In particular, it would allow us to quickly redeem the private placement warrants for shares of Class A common stock, without having to negotiate a redemption price with the warrant holders. In addition, the warrant holders will have the ability to exercise the private placement warrants prior to redemption if they should choose to do so.

As stated above, we can redeem the private placement warrants held by holders other than the Sponsor Members or their respective permitted transferees when the Class A common stock is trading at a price starting at $10, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with fair value (in the form of shares of Class A common stock). If we choose to redeem the private placement warrants when the Class A common stock is trading at a price below the exercise price of the private placement warrants, this could result in the warrant holders receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants for shares of Class A common stock if and when our Class A common stock is trading at a price higher than the exercise price of $11.50.

No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder.

Redemption Procedures and Cashless Exercise. If we call the private placement warrants held by holders other than the Sponsor Members or their respective permitted transferees for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our

 

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management will consider, among other factors, our cash position, the number of private placement warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our private placement warrants. In such event, each holder would pay the exercise price by surrendering the private placement warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the private placement warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the private placement warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of private placement warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the private placement warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the private placement warrants. If we call our private placement warrants for redemption and our management does not take advantage of this option, the Sponsor Members and their respective permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

A holder of a private placement warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such private placement warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.

Anti-Dilution Adjustments. If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each private placement warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (1) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (2) one minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (1) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2) fair market value means the volume weighted average price of Class A common stock as reported during the ten trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the private placement warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the private placement warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, or (c) to satisfy the redemption rights of the holders of Class A common stock in connection with the Business Combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.

 

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If the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each private placement warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.

Whenever the number of shares of Class A common stock purchasable upon the exercise of the private placement warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the private placement warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the private placement warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the private placement warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the private placement warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each private placement warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class A common stock, the holder of a private placement warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.

The private placement warrants have been issued under a warrant agreement between Computershare Trust Company, N.A. and Computershare Inc., acting together as warrant agent, and us. You should review a copy of

 

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the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a description of the terms and conditions applicable to the private placement warrants. The warrant agreement provides that the terms of the private placement warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision.

The private placement warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of private placement warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the private placement warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Dividends

On December 17, 2020, we paid our first annual dividend of $0.01 per share of Class A common stock, payable to shareholders of record, including holders of record of our units, on December 2, 2020. We are a holding company without any direct operations and have no significant assets other than our ownership interest in a merger subsidiary. Accordingly, our ability to pay dividends depends upon the financial condition, liquidity and results of operations of, and our receipt of dividends, loans or other funds from, our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to make funds available to us. In addition, there are various statutory, regulatory and contractual limitations and business considerations on the extent, if any, to which our subsidiaries may pay dividends, make loans or otherwise provide funds to us. For example, the ability of our subsidiaries to make distributions, loans and other payments to us for the purposes described above and for any other purpose may be limited by the terms of the agreements governing our outstanding indebtedness. The declaration and payment of dividends is also at the discretion of our Board of Directors and depends on various factors including our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our Board of Directors.

In addition, under Delaware law, our Board of Directors may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then-current and/or immediately preceding fiscal year.

Transfer Agent

The transfer agent for our common stock is Computershare Trust Company, N.A. and our warrant agent for our private placement warrants is Computershare Trust Company, N.A. and Computershare Inc. (collectively, “Computershare”), acting together. We have agreed to indemnify and hold harmless Computershare in its roles as transfer agent from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to Computershare’s duties as transfer agent, except for Computershare’s negligence, willful misconduct or breach of confidentiality. We have also agreed to indemnify and hold harmless Computershare in its roles as warrant agent against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as warrant agent; provided, however, that such covenant and agreement of us does not extend to, and Computershare shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by Computershare as a result of, or arising out of, its gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction).

 

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Certain Anti-Takeover Provisions of Delaware Law, the Charter and Bylaws

Our Certificate of Incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Certain of these provisions provide:

 

   

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

 

   

the requirement that directors may only be removed from the Board for cause;

 

   

the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board;

 

   

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

 

   

a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board or the Chief Executive Officer of the Company, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and

 

   

advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

Forum Selection

Our Certificate of Incorporation includes a forum selection clause, which provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees of the Company to the Company or our stockholders; (c) any action asserting a claim arising pursuant to any provision of the DGCL or our Certificate of Incorporation or bylaws; or (d) any action asserting a claims governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim (i) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (ii) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (iii) for which the Court of Chancery does not have subject matter jurisdiction or (iv) arising under the federal securities laws, including the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the forum selection clause will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum.

Stockholders Agreement

Pursuant to the Stockholders Agreement, the Vertiv Stockholder has the right to nominate up to four directors to our Board of Directors, subject to its ownership percentage of the total outstanding shares of Class A common stock. If the Vertiv Stockholder holds: (i) 30% or greater of the outstanding Class A common stock, it will have the right to nominate four directors (two of which must be independent); (ii) less than 30% but greater

 

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than or equal to 20% of the outstanding Class A common stock, it will have the right to nominate three directors (one of which must be independent); (iii) less than 20% but greater than or equal to 10% of the outstanding Class A common stock, it will have the right to nominate two directors; (iv) less than 10% but greater than or equal to 5% of the outstanding Class A common stock, it will have the right to nominate one director; and (iv) less than 5% of the outstanding Class A common stock, it will not have the right to nominate any directors. As long as the Vertiv Stockholder has the right to nominate at least one director, the Vertiv Stockholder shall have certain rights to appoint its nominees to committees of the Board of Directors and the Company shall take certain actions to ensure the number of directors serving on the Board of Directors does not exceed nine. In addition, the Stockholders Agreement provides that so long as the Company has any Executive Chairman or Chief Executive Officer as a named executive officer, the Company shall take certain actions to include such Executive Chairman or Chief Executive Officer on the slate of nominees recommended by the Board of Directors for election. The Stockholders Agreement also provides that, for so long as the Vertiv Stockholder holds at least 5% of our outstanding Class A common stock, the Vertiv Stockholder will have the right to designate an observer to attend meetings of the Board, subject to certain limitations.

Listing

Our Class A common stock are traded on the NYSE under the symbols “VRT.”

 

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PLAN OF DISTRIBUTION

We are registering the resale by the Selling Holders or their permitted transferees of (i) up to 156,228,942 shares of Class A common stock (including 10,533,333 shares of Class A common stock that may be issued upon exercise of the private placement warrants) and (ii) up to 10,533,333 private placement warrants. We are also registering the issuance by us of up to 10,533,333 shares of our Class A common stock that may be issued upon exercise of private placement warrants to purchase Class A common stock.

The Selling Holders may offer and sell, from time to time, their respective shares of Class A common stock and private placement warrants covered by this prospectus. The Selling Holders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The Selling Holders may sell their securities by one or more of, or a combination of, the following methods:

 

   

on the NYSE, in the over-the-counter market or on any other national securities exchange on which our securities are listed or traded;

 

   

in privately negotiated transactions;

 

   

in underwritten transactions;

 

   

in a block trade in which a broker-dealer will attempt to sell the offered securities as agent but may purchase and resell a portion of the block as principal to facilitate the transaction;

 

   

through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus;

 

   

in ordinary brokerage transactions and transactions in which the broker solicits purchasers;

 

   

through the writing of options (including put or call options), whether the options are listed on an options exchange or otherwise;

 

   

through the distribution of the securities by any Selling Holder to its partners, members or stockholders;

 

   

in short sales entered into after the effective date of the registration statement of which this prospectus is a part;

 

   

by pledge to secured debts and other obligations;

 

   

to or through underwriters or agents;

 

   

“at the market” or through market makers or into an existing market for the securities;

 

   

any other method permitted pursuant to applicable law.

The Selling Holders may sell the securities at prices then prevailing, related to the then prevailing market price or at negotiated prices. The offering price of the securities from time to time will be determined by the Selling Holders and, at the time of the determination, may be higher or lower than the market price of our securities on the NYSE or any other exchange or market.

The Selling Holders may also sell our securities short and deliver the securities to close out their short positions or loan or pledge the securities to broker-dealers that in turn may sell the securities. The shares may be sold directly or through broker-dealers acting as principal or agent or pursuant to a distribution by one or more underwriters (which may include the prospective underwriters, as defined below) on a firm commitment or best-efforts basis. The Selling Holders may also enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers of other financial institutions may engage in short sales of our securities in

 

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the course of hedging the positions they assume with the Selling Holders. The Selling Holders may also enter into options or other transactions with broker-dealers or other financial institutions, which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). In connection with an underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions or commissions from the Selling Holders or from purchasers of the offered securities for whom they may act as agents. In addition, underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The Selling Holders and any underwriters, dealers or agents participating in a distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act, and any profit on the sale of the securities by the Selling Holders and any commissions received by broker-dealers may be deemed to be underwriting commissions under the Securities Act.

The Selling Holders party to Subscription Agreements or the Registration Rights Agreement have agreed, and the other Selling Holders may agree, to indemnify an underwriter, broker-dealer or agent against certain liabilities related to the sale of the securities, including liabilities under the Securities Act.

In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The Selling Holders are subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the securities offered in this prospectus by the Selling Holders. The anti-manipulation rules under the Exchange Act may apply to sales of the securities in the market and to the activities of the Selling Holders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities for the particular securities being distributed for a period of up to five business days before the distribution. The restrictions may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities for the securities.

At the time a particular offer of securities is made, if required, a prospectus supplement will be distributed that will set forth the number of securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the securities under this prospectus, the Selling Holders may sell the securities in compliance with the provisions of Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of the Securities Act.

 

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LEGAL MATTERS

Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York has passed upon the validity of the Class A common stock and private placement warrants covered by this prospectus. Any underwriters or agents will be advised about other issues relating to the offering by counsel to be named in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Vertiv Holdings Co appearing in Vertiv Holdings Co’s Annual Report (Form 10-K) for the year ended December 31, 2020, as amended on Form 10-K/A and the effectiveness of Vertiv Holdings Co’s internal control over financial reporting as of December 31, 2020 included in its Form 10-K/A, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, which conclude, among other things, that Vertiv Holdings Co did not maintain effective internal control over financial reporting as of December 31, 2020, based on Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), because of the effects of the material weaknesses described therein, and incorporated by reference therein, and incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

 

 

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LOGO

Vertiv Holdings Co

156,228,942 Shares of Class A Common Stock

10,533,333 Private Placement Warrants to Purchase Class A Common Stock

 

 

Prospectus

 

 

            , 2021

 

 

 


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Part II

Information not required in prospectus

Item 14. Other expenses of issuance and distribution.

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale and distribution of the securities being registered hereby.

 

SEC registration fee

   $ 484,658.86 ** 

FINRA filing fee

   $  

Printing fees and expenses

   $  

Registrar and transfer agent fees

   $  

Legal fees and expenses

   $  

Accounting fees and expenses

   $  

Miscellaneous

   $  
  

 

 

 

Total

   $  
  

 

 

 

 

*

These fees and expenses are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.

**

Previously paid.

We will bear all costs, expenses and fees in connection with the registration of the securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Holders, however, will bear all underwriting commissions and discounts, if any, attributable to their sale of the securities. All amounts are estimates except the SEC registration fee.

Item 15. Indemnification of directors and officers.

Section 145 of the DGCL, as amended, authorizes us to indemnify any director or officer under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which a person is a party by reason of being one of our directors or officers if it is determined that such person acted in accordance with the applicable standard of conduct set forth in such statutory provisions.

Our Certificate of Incorporation provides that our officers and directors are indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our Certificate of Incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.

Our Amended and Restated Bylaws permit us to secure insurance on behalf of any officer, director, employee or agent of the Company for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. In addition, we have entered into indemnification agreements with each of our officers and directors, a form of which is filed as an exhibit to this registration statement. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

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Item 16. Exhibits and financial statement schedules.

 

Exhibit
number
  

Exhibit title

    1.1    Form of Underwriting Agreement.***
    3.1    Second Amended and Restated Certificate of Incorporation of Vertiv Holdings Co.***
    3.2    Amended and Restated Bylaws of Vertiv Holdings Co.***
    4.1    Specimen Class A Common Stock Certificate.***
    4.2    Warrant Agreement, dated June  7, 2018, by and among GS Acquisition Holdings Corp, Computershare Trust Company, N.A. and Computershare Inc.***
    4.3    Amended and Restated Registration Rights Agreement, dated February  7, 2020, by and among Vertiv Holdings Co, GS Sponsor LLC, Cote SPAC 1 LLC, James Albaugh, Roger Fradin, Steven S. Reinemund, VPE Holdings, LLC, GSAH Investors Emp LP, Atlanta Sons LLC and the Other Cote Holders named therein.***
    4.4    Stockholders Agreement, dated February  7, 2020, by and among Vertiv Holdings Co, GS Sponsor LLC, Cote SPAC 1 LLC and VPE Holdings, LLC.***
    5.1    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP***
  23.1    Consent of Ernst & Young LLP, independent registered accounting firm for Vertiv Holdings, LLC**
  23.2    Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1)***
  24.1    Powers of Attorney (included on signature page to initial filing of registration statement)***
101.INS    XBRL Instance Document**
101.SCH    XBRL Taxonomy Extension Schema Document**
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF    XBRL Taxonomy Extension Definitions Linkbase Document**
101.LAB    XBRL Taxonomy Extension Label Linkbase Document**
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document**

 

*

To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities.

**

Filed herewith.

***

Previously filed.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.

 

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Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(ii) If the registrant is subject to Rule 430C (§ 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration

 

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statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrants hereby undertakes:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on May 5, 2021.

 

VERTIV HOLDINGS CO
By:  

/s/ Rob Johnson

Name:   Rob Johnson
Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

Name

 

Title

 

Date

/s/ Rob Johnson

 

Rob Johnson

  Chief Executive Officer and Director
(Principal Executive Officer)
  May 5, 2021

/s/ David J. Fallon

 

David J. Fallon

  Chief Financial Officer
(Principal Financial Officer)
  May 5, 2021

/s/ Scott A. Cripps

 

Scott A. Cripps

  Chief Accounting Officer
(Principal Accounting Officer)
  May 5, 2021

*

David M. Cote

  Executive Chairman of the Board   May 5, 2021

*

Joseph van Dokkum

  Director   May 5, 2021

*

Roger Fradin

  Director   May 5, 2021

*

Jacob Kotzubei

  Director   May 5, 2021

*

Matthew Louie

  Director   May 5, 2021

*

Edward L. Monser

  Director   May 5, 2021

*

Steven S. Reinemund

  Director   May 5, 2021

*

Robin L. Washington

  Director   May 5, 2021

 

*By:

 

/s/ Rob Johnson

 

 

Name: Rob Johnson

 

Title:    Attorney-in-fact

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