Vertiv Lists on the New York Stock Exchange Following Business Combination with GS Acquisition Holdings Corp
Press Release · February 10, 2020
Pure-play critical digital infrastructure provider to trade under the ticker symbol VRT
Feb. 10, 2020
COLUMBUS, Ohio–(BUSINESS WIRE)–Vertiv Holdings Co, a global provider of critical digital infrastructure and continuity solutions, today announced the completion of the business combination of GS Acquisition Holdings Corp and Vertiv Holdings, LLC. The combination was approved by GS Acquisition Holdings Corp shareholders on February 6, 2020. GS Acquisition Holdings Corp has been renamed Vertiv Holdings Co and is expected to trade on the New York Stock Exchange beginning on Monday, February 10, 2020 (NYSE: VRT, VERT.U, VRT.WS).
“Today marks an important milestone in Vertiv’s history, as we enter the public markets well positioned to create shareholder value and capture the growth opportunities we see on the horizon,” said Vertiv CEO Rob Johnson. “This is possible thanks to the hard work of everyone at Vertiv, the fantastic customers we have the good fortune to work with, the partnership of Dave Cote and Goldman Sachs, and Platinum Equity’s support over the past few years. Together we have positioned Vertiv for its next chapter, and I couldn’t ask for a better team to be with on this journey.”
Vertiv is a global leader in delivering the hardware, software, analytics and ongoing services customers rely on to enable their vital applications to run continuously, perform optimally and grow with their business needs. The company generated $4.3 billion in revenue in 2018 with its portfolio of power, thermal and IT infrastructure solutions and services that extend from the cloud to the edge of the network.
“Vertiv has a great position in a good industry with an excellent management team and solid strategy in place to continue building their leadership position in the market,” said David M. Cote, Executive Chairman of Vertiv’s Board of Directors, former Honeywell CEO and author of “Winning Now, Winning Later.” “As we’ve met with potential investors over the past few months and shared our story, it’s clear there is an appetite in the market for a company like Vertiv that demonstrates superb leadership and growth capabilities on a global scale. I’m very pleased to be a part of the company and look forward to a bright future together.”
Platinum Equity Partner Jacob Kotzubei, who is a board member of the newly listed company, said, “Vertiv has outstanding leadership and all the tools it needs to continue growing its business. We look forward to working with Dave, Rob and the Vertiv management team and participating in the company’s future success as a substantial shareholder.”
Upon the closing of the transaction, Platinum Equity held approximately 38% of the outstanding common stock of Vertiv Holdings Co, the former GS Acquisition Holdings Corp stockholders held approximately 25% of the outstanding shares, and investors in the private placement held the remaining 37%.
The transaction was effected pursuant to the Agreement and Plan of Merger entered into by and among GS Acquisition Holdings Corp, Vertiv Holdings, LLC, VPE Holdings, LLC (Vertiv Holdings, LLC’s parent), and the other parties thereto.
Goldman Sachs & Co. LLC acted as lead placement agent and exclusive financial advisor to GS Acquisition Holdings Corp. J.P. Morgan Securities LLC and Deutsche Bank Securities acted as capital markets advisors to GS Acquisition Holdings Corp. J.P. Morgan Securities LLC acted as financial advisor to Vertiv. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to GS Acquisition Holdings Corp. Morgan, Lewis & Bockius LLP and Gibson, Dunn & Crutcher LLP acted as joint legal advisors to Platinum Equity and Vertiv.
Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to ensure its customers’ vital applications run continuously, perform optimally and grow with their business needs. As Architects of Continuity™, Vertiv solves the most important challenges facing today’s data centers, communication networks and commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered in Columbus, Ohio, Vertiv employs around 20,000 people and does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit Vertiv.com.
This press release contains and incorporates by reference statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding business strategy and plans and objectives of management for future operations, including as they relate to the anticipated effects of the business combination. These statements constitute projections, forecasts and forward-looking statements and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, 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. When Vertiv discusses its strategies or plans, including as they relate to the business combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Vertiv’s management team.
The forward-looking statements contained in this press release are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’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. Factors that may cause such differences include, but are not limited to: (1) the benefits of the business combination; (2) the future financial performance of Vertiv following the business combination; (3) the ability to maintain the listing of Vertiv’s securities on the New York Stock Exchange; (4) the risk that the business combination disrupts current plans and operations of Vertiv; (5) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Vertiv to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the business combination; (7) the outcome of any legal proceedings that may be instituted against Vertiv or any of its directors or officers, following the business combination; (8) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; (9) factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; risks relating to the continued growth of Vertiv’s customers’ markets; failure to meet or anticipate technology changes; the unpredictability of Vertiv’s future operational results; disruption of Vertiv’s customers’ orders or Vertiv’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 Vertiv’s supply chain or difficulties with third-party manufacturers; competition in the infrastructure technologies industry; failure to realize the expected benefit from any rationalization and improvement efforts; disruption of, or changes in, Vertiv’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 Vertiv’s backlog of orders and contracts; changes to tax law; ongoing tax audits; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States and abroad; costs or liabilities associated with product liability; Vertiv’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of Vertiv’s insurance coverage; a failure to benefit from future acquisitions; failure to realize the value of goodwill and intangible assets; the global scope of Vertiv’s operations; risks associated with Vertiv’s sales and operations in emerging markets; exposure to fluctuations in foreign currency exchange rates; Vertiv’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; Vertiv’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; risks associated with Vertiv’s limited history of operating as an independent company; and potential net losses in future periods; and (10) other risks and uncertainties indicated in the definitive proxy statement filed with respect to the business combination and other documents filed or to be filed with the SEC by Vertiv. Should one or more of these risks or uncertainties materialize, or should any of Vertiv’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
Forward-looking statements included in this press release speak only as of the date of this press release or any earlier date specified for such statements. Vertiv 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.
For investor inquiries, please contact:
Vice President, Global Treasury & Investor Relations
T +1 614-841-6776
For media inquiries, please contact:
FleishmanHillard for Vertiv
T +1 314-982-1725