Introduction
In this Current Report on Form 8-K, “we,” “us,” “our” and the “Company” refers to Vertiv Holdings Co, a Delaware corporation.
On November 1, 2021 (the “Closing Date”), Vertiv Holdings Ireland DAC, a private company limited by shares incorporated in Ireland (the “Irish Buyer”), Vertiv International Holding Corporation, an Ohio corporation (the “US Buyer” and together with the Irish Buyer, the “Buyers” and each a “Buyer”) and the Company completed the acquisition (the “Acquisition”) of all of the outstanding and issued shares in E&I Engineering Ireland Limited, a private company limited by shares incorporated in Ireland, and Powerbar Gulf LLC – a Foreign Direct Investment, non-freezone limited liability company incorporated and registered in Ras Al Khaimah Economic Zone-Government of Ras Al Khaimah (collectively, “E&I”), for approximately $1.8 billion in upfront consideration plus an additional $200 million in cash, with the additional consideration subject to achieving certain future profit milestones, pursuant to the terms and conditions of that previously announced sale and purchase agreement, dated as of September 8, 2021, by and between the Buyers, the Company and each of the shareholders of E&I (the “Acquisition Agreement”). The upfront consideration of approximately $1.8 billion paid on November 1, 2021 included the issuance of 23,081,996 shares of Company common stock, having a transaction value of approximately $630 million (the “Stock Consideration”). The issuance of the Stock Consideration was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act, and in reliance on similar exemptions under applicable state laws.
On the Closing Date, the Company and certain of the initial holders listed on Schedule A thereto (the “Initial Holders”), entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, among other things, the Company is obligated to file a registration statement, or amend an existing shelf registration previously filed by the Company, under the Securities Act to permit the public resale of all the registrable securities by the Initial Holders.
The foregoing descriptions of the Acquisition Agreement and Registration Rights Agreement do not purport to be complete, and are qualified in their entirety by reference to the full text of the Acquisition Agreement and Registration Rights Agreement, which are filed herewith as Exhibits 2.1 and 10.1, respectively, and are incorporated herein by reference.
Item 1.01 Entry into a Material Definitive Agreement.
Registration Rights Agreement
The information set forth above under the heading “Introduction” is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information required by this item is included above under the heading “Introduction” and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information required by this item is included above under the heading “Introduction” and is incorporated herein by reference.
Item 7.01 Regulation FD
On November 1, 2021, the Company issued a press release announcing the completion of the Acquisition of E&I. The full text of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.