Introductory Note
On February 7, 2020 (the Closing Date), Vertiv Holdings Co (formerly known as GS Acquisition Holdings Corp) (the
Company or GSAH), consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2019 (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 (the Vertiv Stockholder), Crew Merger Sub I LLC, a Delaware limited liability
company and a direct, wholly-owned subsidiary of the Company (First Merger Sub), and Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (Second Merger Sub).
As contemplated by the Merger Agreement and as described in the Companys definitive proxy statement filed with the United States
Securities and Exchange Commission (the SEC) on January 17, 2020 (the Proxy Statement) in the section entitled Proposal No. 1 Approval of the Business Combination beginning on
page 126, (1) First Merger Sub merged with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity (the First Merger) and (2) immediately following the First Merger and as part of the same overall
transaction as the First Merger, Vertiv Holdings merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the Second Merger and, collectively with the First Merger and the other transactions
contemplated by the Merger Agreement, the Business Combination). In connection with the Second Merger, Second Merger Sub, as the surviving entity, was renamed Vertiv Holdings, LLC. As a result of the consummation of the
Business Combination, (a) the Company directly owns all of the equity interests of Vertiv Holdings and indirectly owns the equity interests of its subsidiaries (Vertiv Holdings collectively with its subsidiaries, Vertiv) and
(b) the Vertiv Stockholder, the sole equity owner of Vertiv Holdings prior to the Business Combination, now holds 118,261,955 shares of the Companys Class A common stock, par value $0.001 per share (Class A common
stock). In connection with the Business Combination, the registrant changed its name from GS Acquisition Holdings Corp to Vertiv Holdings Co.
As previously reported by the Company on a Current Report on Form 8-K filed with the SEC, on
February 6, 2020, the Companys stockholders, at a special meeting of the Company, approved and adopted the Merger Agreement, and approved the Business Combination proposal and the other related proposals presented in the Proxy Statement.
In connection with the Business Combination, a total of one stockholder of the Company elected to redeem 250 shares of Class A common stock, representing approximately 0.0% of the Companys issued and outstanding Class A common stock.
The aggregate merger consideration paid by the Company 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
approximately $342 million. The remainder of the consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was stock consideration (the Stock Consideration), consisting of approximately
118 million newly-issued shares of the Class A common stock, which shares were valued at $10.00 per share for purposes of determining the aggregate number of shares of the 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 consideration with respect to the Business Combination in the form of amounts payable under the Tax Receivable Agreement (as defined below).
Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors
(collectively with their permitted transferees, the PIPE Investors) and certain executive officers of the post-business combination company (collectively, the Subscribing Vertiv Executives) pursuant to which the PIPE
Investors and the Subscribing Vertiv Executives collectively subscribed for 123,900,000 shares of the Class A common stock for an aggregate purchase price equal to $1,239,000,000 (the PIPE Investment). The PIPE Investment was
consummated in connection with the consummation of the Business Combination. Each of the prior holders of the Companys Class B common stock, par value $0.001 per share (Class B common stock), agreed to waive the
anti-dilution adjustments provided for in the Companys Amended and Restated Certificate of Incorporation, which were applicable to the Class B common stock. As a result of such waiver, the 17,250,000 shares of the Class B common
stock automatically converted into shares of Class A common stock on a one-for-one basis upon the consummation of the Business Combination.
The above description of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by
the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K (this Current Report) and is incorporated herein by reference.
Capitalized terms used herein and not otherwise defined have the meaning set forth in the Proxy Statement.
2