As previously disclosed, on December 10, 2019, GS Acquisition Holdings Corp, a Delaware corporation (the Company),
entered into an Agreement and Plan of Merger (the Merger Agreement), by and among the Company, Vertiv Holdings, LLC, a Delaware limited liability company (Vertiv Holdings), VPE Holdings, LLC, a Delaware limited
liability company, and the other parties thereto (the transactions contemplated by the Merger Agreement, the Business Combination). Following the closing of the Business Combination, the Company will own all the equity interests
of Vertiv Holdings and its subsidiaries (collectively, Vertiv). The information provided below relates to the business of Vertiv.
Item 8.01 Other Events.
The
Companys Current Report on Form 8-K filed on December 10, 2019 disclosed that following the consummation of the Business Combination, Vertiv would be favorably positioned to explore future financing options to further optimize its capital
structure. On January 31, 2020, Vertiv commenced a process to refinance its existing term loan credit facility and amend and extend its existing asset-based revolving credit facility. The proposed refinancing transaction is expected to reduce
Vertivs debt service requirements and leverage and extend the maturity profile of its indebtedness. It is anticipated that the proposed refinancing transaction will close during the first quarter of 2020 following the Business Combination. As
the terms of the proposed refinancing transaction have not been finalized, the structure, timing and anticipated impact are subject to change.
Forward-Looking Statements
This
Current Report on Form 8-K (this Current Report) contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, statements regarding the consummation of the Business Combination and Vertivs proposed refinancing transactions. Such statements can be identified by the fact that they do not relate strictly to
historical or current facts. When used in this Current Report, words such as pro forma, 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. When the Company discusses strategies or plans, including as they relate to the Business Combination or the proposed refinancing
transaction, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Companys management.
These forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the
expected results. Most of these factors are outside the Companys and Vertivs control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the Companys ability to complete
the Business Combination and related transactions or, if the Company does not complete the Business Combination, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the Business Combination,
including with respect to the approval of the stockholders of the Company; (3) the ability to maintain the listing of the combined companys securities on the New York Stock Exchange; (4) the inability of Vertiv to complete the
proposed refinancing transaction on the anticipated timeframe or terms, or with the expected benefits or at all; (5) the risk that the Business Combination or the proposed refinancing transaction disrupt current plans and operations of the
Company or Vertiv; (6) the ability to recognize the anticipated benefits of the Business Combination or the proposed refinancing transaction, which may be affected by, among other things, competition, the ability of the combined company to grow
and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the Business Combination or the proposed refinancing transaction; (8) changes in applicable
laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Business Combination; (9) the possibility that the Company and Vertiv may be
adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against the Company, Vertiv or any of their respective directors or officers; (11) the failure to
realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the
Definitive Proxy Statement (as defined below), including those under Risk Factors therein, and other documents filed or to be filed with the SEC by the Company.