Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2021, Vertiv Holdings Co, a Delaware corporation (the “Company”), VPE Holdings, LLC (the “Selling Shareholder”) and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. (collectively, the “Underwriters”) entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Shareholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Shareholder, subject to and upon the terms and conditions set forth therein, 20,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of the Company, at a price of $24.8257 per share, less underwriting discounts.
Pursuant to the terms of the Underwriting Agreement, the Selling Shareholder also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 3,000,000 shares of Class A common stock at the same price per share as the Class A common stock, less underwriting discounts. The Underwriters subsequently notified the Selling Shareholder of their intent to exercise such option for 1,925,000 shares of Class A common stock, and the Selling Shareholder completed the sale of an aggregate of 21,925,000 shares of Class A common stock to the Underwriters on November 4, 2021. The Selling Shareholder received net proceeds from the offering of approximately $544,303,472, before deducting underwriting discounts. The Company did not receive any proceeds in the offering.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Shareholder and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company and the Selling Shareholder have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make in respect of these liabilities.
Pursuant to the Underwriting Agreement, the Company, the directors and officers of the Company and certain affiliates of the Company have agreed not to sell or otherwise dispose of any Class A common stock held by them for a period ending 30 days after the date of the Underwriting Agreement without first obtaining the written consent of the representatives of the Underwriters, subject to certain exceptions. In addition, the Selling Shareholder has agreed to the same restrictions (described above) for a period ending 60 days after the date of the Underwriting Agreement.
The offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-236334), a base prospectus dated May 10, 2021, included as part of the registration statement, and a prospectus supplement, dated November 1, 2021, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms, but is not intended to provide any other factual information about the Company or the Selling Shareholder. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the agreement, and may be subject to limitations agreed upon by such parties.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
The legal opinion of Latham & Watkins LLP relating to the validity of the Class A common stock is attached as Exhibit 5.1 to this Current Report on Form 8-K.