1050 Dearborn Drive
Columbus, Ohio 43085
(614) 888-0246
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Colin Flannery
General Counsel and Corporate Secretary
Vertiv Holdings Co
1050 Dearborn Drive
Columbus, Ohio 43085
(614) 888-0246
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000

Approximate date of commencement of proposed sale to the public:
From time to time on or after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

Explanatory note

Vertiv Holdings Co, a Delaware corporation, filed a Registration Statement on Form S-1 on February 7, 2020, which was declared effective on February 14, 2020 (as amended and supplemented, the “registration statement”). This Post-Effective Amendment No. 2 to Form S-1 (the “Post-Effective Amendment”) is being filed in order to update certain disclosures in the Registration Statement and to facilitate an offering of shares of our Class A common stock by a selling stockholder. The prospectus supplement included in this Post-Effective Amendment may be used in one or more offerings by one or more selling stockholders identified in the prospectus contained herein with one or more of the underwriters named therein and with different types and amounts of securities offered.

 

The information in this prospectus supplement is not complete and may be changed. Neither we nor the selling stockholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these securities described herein and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated August 5, 2020

Prospectus supplement
(to Prospectus dated August   , 2020)

20,000,000 shares

Vertiv Holdings Co

Common stock

$      per share

The selling stockholder named in this prospectus supplement (the “selling stockholder”) is offering 20,000,000 shares of our Class A common stock, par value $0.0001 per share (the “Class A common stock”). We will not receive any proceeds from the sale of the shares being sold by the selling stockholder. See “Use of Proceeds”.

Our Class A common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “VRT.” On August 4, 2020, the last sale price of our Class A common stock as reported on the NYSE was $15.20 per share.

Investing in our Class A common stock involves risks. See “Risk Factors” starting on page S-11 of this prospectus supplement, those included in the accompanying prospectus and those incorporated by reference in the prospectus supplement to read about risks you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission (“SEC”) nor any other state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

(1)   Assumes no exercise of the underwriters’ option to purchase additional shares described below.

(2)   See “Underwriting” for a description of all underwriting compensation payable in connection with this offering.

The underwriters may also exercise their option to purchase up to 3,000,000 of additional shares from the selling stockholder at the public offering price, less the underwriting discount and commissions, for 30 days after the date of this prospectus supplement. We will not receive any proceeds from the sale of shares by the selling stockholder as a result of the underwriters’ option to purchase additional shares.

We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements. See “Prospectus Summary—Emerging Growth Company” in the accompanying prospectus for further information.

The underwriters expect to deliver the shares against payment to purchasers on or about           , 2020.

 

 

i

 

 

ii

 

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the terms of the securities that the selling stockholder is currently offering, the selling stockholder and the plan of distribution. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to this offering. Generally, the term “prospectus” refers to both parts combined, including information that is incorporated by reference into this prospectus supplement and the accompanying prospectus.

If the information varies between this prospectus supplement and the accompanying prospectus, the information in this prospectus supplement supersedes the information in the accompanying prospectus.

None of the Company, the selling stockholder or the underwriters have authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement or the accompanying prospectus. The Company, the selling stockholder, and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, the selling stockholder is not and the underwriters are not, making an offer to sell shares of our Class A common stock in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement is accurate as of any date other than its date, regardless of the time of delivery of this prospectus supplement or any shares of our Class A common stock. You should rely only on the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus. See “Where You Can Find More Information” in the accompanying prospectus.

This prospectus supplement is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. This prospectus supplement contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus supplement is a part, and you may obtain copies of those documents as described under “Where you can find more information” in the accompanying prospectus.

On February 7, 2020 (the “Closing Date”), Vertiv Holdings Co (formerly known as GS Acquisition Holdings Corp), 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 GSAH (“First Merger Sub”), and Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“Second Merger Sub”). As contemplated by the Merger Agreement, (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 and renamed “Vertiv Holdings, LLC” (the “Second Merger” and, collectively with the First Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”). We are a holding company without any direct operations and have no significant assets other than our ownership interest in Vertiv Holdings, LLC.

Emerson Electric Co. (“Emerson”) operated Vertiv’s business as part of its broader corporate organization prior to the separation of Vertiv in the fiscal fourth quarter of 2016 (the “Separation”).

Unless the context indicates otherwise, references to “the Company,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries following the Business Combination. “GSAH” refers to GS Acquisition Holdings Corp prior to the Business Combination. “Vertiv” refers to Vertiv Holdings, LLC and its subsidiaries prior to the Business Combination.

 

S-i

 

MARKET, RANKING AND OTHER INDUSTRY DATA

Certain market, ranking and industry data included or incorporated by reference in this prospectus supplement and the accompanying prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our products and services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate, which, in each case, we believe are reliable.

We are responsible for all of the disclosure included or incorporated by reference in this prospectus supplement and the accompanying prospectus and, while we believe the data from these sources to be accurate and complete, neither we, nor the selling stockholder, nor the underwriters have independently verified data from these sources or obtained third-party verification of market share data and this information may not be reliable. In addition, these sources may use different definitions of the relevant markets. Data regarding our industry is intended to provide general guidance, but is inherently imprecise. Market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable. References herein to our being a leader in a market or product category refers to our belief that we have a leading market share position in each specified market, unless the context otherwise requires. In addition, the discussion herein regarding our various markets is based on how we define the markets for our products, which products may be either part of larger overall markets or markets that include other types of products and services.

Assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk factors” and those incorporated by reference herein and the accompanying prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Statement Regarding Forward-looking Statements.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This prospectus supplement and the accompanying prospectus contain some of our trademarks, service marks and trade names, including, among others, Vertiv, Liebert, Chloride, NetSure, Geist, Energy Labs and Avocent. Each one of these trademarks, service marks or trade names is either (i) our registered trademark, (ii) a trademark for which we have a pending application, or (iii) a trade name or service mark for which we claim common law rights. All other trademarks, trade names or service marks of any other company appearing in this prospectus supplement and the accompanying prospectus belong to their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus supplement are presented without the TM, SM and ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our respective rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

NON-GAAP FINANCIAL MEASURES

Our financial statements included in this prospectus supplement and the accompanying prospectus have been prepared in accordance with GAAP. We have included certain non-GAAP financial measures in this prospectus supplement and the accompanying prospectus, as further described below, that may not be directly comparable to other similarly titled measures used by other companies and therefore may not be comparable among companies. For purposes of Regulation G and Section 10(e) of Regulation S-K, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes

 

S-ii

 

amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheets, or statement of cash flows of the company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from most directly comparable measure so calculated and presented. Pursuant to the requirements of Regulation G, we have provided reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures. These non-GAAP measures are provided because our management uses these financial measures in monitoring and evaluating our ongoing results and trends.

Our non-GAAP financial measures include:

•

EBITDA, which represents earnings (loss) from continuing operations before interest expense, income tax expense (benefit), and depreciation and amortization;

​

•

Adjusted EBITDA, which represents EBITDA, adjusted to exclude certain unusual or non-recurring items, certain non-cash items and other items that are not indicative of on-going operations; and

​

•

Free Cash Flow, which represents cash flows from operating activities, less capital expenditures and investments in capitalized software, plus proceeds from disposition of plant, property and equipment.

​

EBITDA, Adjusted EBITDA and Free Cash Flow are not recognized terms under GAAP and do not purport to be an alternative measure to net income from continuing operations, net sales and cash flows from operating activities (the most directly comparable GAAP measures). Additionally, EBITDA, Adjusted EBITDA and Free Cash Flow are not intended to be measures of free cash flow available for management’s discretionary use, as these metrics do not consider certain cash requirements, such as tax payments and debt service requirements. We believe that presenting these measures may help investors better understand our financial performance in connection with their analysis of our business. EBITDA, Adjusted EBITDA and Free Cash Flow should be considered in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. You are encouraged to evaluate each adjustment and the reasons we consider them appropriate for supplemental analysis. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments used to define Adjusted EBITDA in this prospectus. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, because not all companies use identical calculations, the presentations of EBITDA, Adjusted EBITDA and Free Cash Flow may not be comparable to similarly titled measures of other companies.

EBITDA, Adjusted EBITDA and Free Cash Flow have limitations as analytical tools, and you should not consider each in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations of EBITDA and Adjusted EBITDA are:

•

they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

​

•

they do not reflect changes in, or cash requirements for, our working capital needs;

​

•

they do not reflect the interest expense, or the cash requirements necessary to service interest on our debt;

​

•

they do not reflect our income tax expense or the cash requirements to pay our taxes;

​

•

although depreciation, accretion and amortization are non-cash charges, the assets being depreciated, accreted and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and

​

•

other companies in our industry may measure EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as a comparative measure.

​

Free Cash Flow should not be considered as an alternative to cash flows from operating activities or any other measure of liquidity.

 

S-iii

 

See “Prospectus Supplement Summary—Summary Historical Consolidated and Combined Financial and Other Data” in this prospectus supplement for a reconciliation of these measures to our most directly comparable GAAP measures, and “Vertiv Holdings’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the accompanying prospectus.

 

S-iv

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contain statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, capital structure, dividends, indebtedness, 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 prospectus supplement 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 the Company 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, the Company’s management.

The forward-looking statements contained in this prospectus supplement are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’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 factors relating to the business, operations and financial performance of the Company and its subsidiaries, including: global economic weakness and uncertainty; risks relating to the continued growth of the Company’s customers’ markets; failure to meet or anticipate technology changes; the unpredictability of the Company’s future operational results; disruption of the Company’s customers’ orders or the Company’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 the Company’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, the Company’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 the Company’s backlog of orders and contracts; changes to tax law; ongoing tax audits; risks associated with future legislation and regulation of the Company’s customers’ markets both in the United States and abroad; costs or liabilities associated with product liability; the Company’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of the Company’s insurance coverage; a failure to benefit from future acquisitions; failure to realize the value of goodwill and intangible assets; the global scope of the Company’s operations; risks associated with the Company’s sales and operations in emerging markets; exposure to fluctuations in foreign currency exchange rates; the Company’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; the Company’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 the COVID-19 pandemic; risks associated with the Company’s limited history of operating as an independent company; and net losses in future periods; and other risks and uncertainties indicated in this prospectus supplement and the accompanying prospectus, including those under the heading “Risk Factors,” and that may be set forth in any applicable prospectus supplement under any similar caption. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

 

S-v

 

Forward-looking statements included in this prospectus supplement and the accompanying prospectus speak only as of the date of this prospectus supplement or any earlier date specified for such statements, as applicable. The Company 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.

 

S-vi

 

S-1

 

​

S-2

 

​

​

​

As of June 30,

​

(Dollars in millions)

​

​

2020

​

​

2019

​

Americas

​

​

​

$

805.9

​

​

​

​

$

720.5

​

​

Asia Pacific

​

​

​

​

455.1

​

​

​

​

​

319.2

​

​

EMEA

​

​

​

​

491.4

​

​

​

​

​

389.2

​

​

Total Backlog

​

​

​

$

1,752.4

​

​

​

​

$

1,428.9

​

​

​

​

​

As of December 31,

​

(Dollars in millions)

​

​

2019

​

​

2018

​

Americas

​

​

​

$

701.8

​

​

​

​

$

806.8

​

​

Asia Pacific

​

​

​

​

297.3

​

​

​

​

​

281.3

​

​

EMEA

​

​

​

​

402.1

​

​

​

​

​

413.9

​

​

Total Backlog

​

​

​

$

1,401.2

​

​

​

​

$

1,502.0

​

​

S-3

 

S-4

 

S-5

 

S-6

 

(in millions except per share data)

​

​

Six months ended June 30, 2020

​

​

Six months ended June 30, 2019

​

​

Year ended December 31, 2019

​

​

Year ended December 31, 2018

​

​

Year ended December 31, 2017

​

Consolidated and Combined Statement of Earnings Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

1,903.0

​

​

​

​

$

2,188.9

​

​

​

​

$

4,431.2

​

​

​

​

$

4,285.6

​

​

​

​

$

3,879.4

​

​

Costs and expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of sales

​

​

​

​

1,269.6

​

​

​

​

​

1,474.6

​

​

​

​

​

2,978.2

​

​

​

​

​

2,865.2

​

​

​

​

​

2,566.8

​

​

Selling, General and administrative expenses

​

​

​

​

491.2

​

​

​

​

​

549.7

​

​

​

​

​

1,100.8

​

​

​

​

​

1,223.8

​

​

​

​

​

1,086.0

​

​

Loss on extinguishment of debt(1)

​

​

​

​

174.0

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Other deductions, net

​

​

​

​

83.8

​

​

​

​

​

67.0

​

​

​

​

​

146.1

​

​

​

​

​

178.8

​

​

​

​

​

254.4

​

​

Interest expense

​

​

​

​

99.1

​

​

​

​

​

156.4

​

​

​

​

​

310.4

​

​

​

​

​

288.8

​

​

​

​

​

379.3

​

​

Earnings (loss) from continuing operations before income taxes

​

​

​

​

(214.7)

​

​

​

​

​

(58.8)

​

​

​

​

​

(104.3)

​

​

​

​

​

(271.0)

​

​

​

​

​

(407.1)

​

​

Income tax expense (benefit)

​

​

​

​

28.0

​

​

​

​

​

34.5

​

​

​

​

​

36.5

​

​

​

​

​

49.9

​

​

​

​

​

(19.7)

​

​

Earnings (loss) from continuing operations

​

​

​

​

(242.7)

​

​

​

​

​

(93.3)

​

​

​

​

​

(140.8)

​

​

​

​

​

(320.9)

​

​

​

​

​

(387.4)

​

​

Earnings (loss) from discontinued operations, net of income taxes

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

6.9

​

​

​

​

​

17.8

​

​

Net earnings (loss)

​

​

​

$

(242.7)

​

​

​

​

$

(93.3)

​

​

​

​

$

(140.8)

​

​

​

​

$

(314.0)

​

​

​

​

$

(369.6)

​

​

Earnings (loss) per share (basic and diluted)

​

​

​

​

(0.85)

​

​

​

​

​

(0.79)

​

​

​

​

​

(1.19)

​

​

​

​

​

(2.66)

​

​

​

​

​

(3.13)

​

​

S-7

 

(in millions)

​

​

Six months ended June 30, 2020

​

​

Six months ended June 30, 2019

​

​

Year ended December 31, 2019

​

​

Year ended December 31, 2018

​

​

Year ended December 31, 2017

​

Consolidated and Combined Cash Flow Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by (used for) operating activities

​

​

​

$

(121.7)

​

​

​

​

$

(81.6)

​

​

​

​

$

57.5

​

​

​

​

$

(221.9)

​

​

​

​

$

(49.6)

​

​

Net cash provided by (used for) investing activities

​

​

​

​

(19.4)

​

​

​

​

​

(28.6)

​

​

​

​

​

(65.3)

​

​

​

​

​

(207.7)

​

​

​

​

​

1,058.1

​

​

Net cash provided by (used for) financing activities

​

​

​

​

293.5

​

​

​

​

​

4.9

​

​

​

​

​

14.8

​

​

​

​

​

245.1

​

​

​

​

​

(874.1)

​

​

Purchase of property, plant and equipment

​

​

​

​

(13.2)

​

​

​

​

​

(23.0)

​

​

​

​

​

(47.6)

​

​

​

​

​

(64.6)

​

​

​

​

​

(36.7)

​

​

Consolidated and Combined Balance Sheet Data (at end of period):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

​

​

$

369.7

​

​

​

​

$

110.1

​

​

​

​

$

223.5

​

​

​

​

$

215.1

​

​

​

​

$

388.0

​

​

Working capital(1)

​

​

​

​

762.7

​

​

​

​

​

434.3

​

​

​

​

​

497.7

​

​

​

​

​

488.9

​

​

​

​

​

539.2

​

​

Total current assets

​

​

​

​

2,203.2

​

​

​

​

​

1,992.6

​

​

​

​

​

2,017.4

​

​

​

​

​

2,095.3

​

​

​

​

​

1,988.1

​

​

Property, plant and equipment, net

​

​

​

​

407.1

​

​

​

​

​

430.1

​

​

​

​

​

428.2

​

​

​

​

​

441.7

​

​

​

​

​

462.8

​

​

Total assets

​

​

​

​

4,729.9

​

​

​

​

​

4,727.4

​

​

​

​

​

4,657.4

​

​

​

​

​

4,794.4

​

​

​

​

​

4,808.5

​

​

Total equity

​

​

​

​

350.9

​

​

​

​

​

(638.2)

​

​

​

​

​

(704.8)

​

​

​

​

​

(540.3)

​

​

​

​

​

(129.6)

​

​

Total debt

​

​

​

​

2,409.0

​

​

​

​

​

3,445.8

​

​

​

​

​

3,467.3

​

​

​

​

​

3,427.8

​

​

​

​

​

3,159.6

​

​

​

Other financial data:

(in millions)

​

​

Six months ended June 30, 2020

​

​

Six months ended June 30, 2019

​

​

Year ended December 31, 2019

​

​

Year ended December 31, 2018

​

​

Year ended December 31, 2017

​

EBITDA(1)

​

​

​

$

(15.1)

​

​

​

​

$

198.2

​

​

​

​

$

409.0

​

​

​

​

$

234.8

​

​

​

​

$

259.0

​

​

Adjusted EBITDA(1)

​

​

​

$

215.2

​

​

​

​

$

256.4

​

​

​

​

$

541.5

​

​

​

​

$

502.4

​

​

​

​

$

500.0

​

​

Free Cash Flow(2)

​

​

​

$

(141.1)

​

​

​

​

$

(110.2)

​

​

​

​

$

(7.8)

​

​

​

​

$

(309.7)

​

​

​

​

$

(94.0)

​

​

S-8

 

(in millions)

​

​

Six months ended June 30, 2020

​

​

Six months ended June 30, 2019

​

​

Year ended December 31, 2019

​

​

Year ended December 31, 2018

​

​

Year ended December 31, 2017

​

Net loss

​

​

​

$

(242.7)

​

​

​

​

$

(93.3)

​

​

​

​

$

(140.8)

​

​

​

​

$

(314.0)

​

​

​

​

$

(369.6)

​

​

Earnings (loss) from discontinued operations—net of income tax

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

6.9

​

​

​

​

​

17.8

​

​

Net loss from continuing operations

​

​

​

​

(242.7)

​

​

​

​

​

(93.3)

​

​

​

​

​

(140.8)

​

​

​

​

​

(320.9)

​

​

​

​

​

(387.4)

​

​

Interest expense

​

​

​

​

99.1

​

​

​

​

​

156.4

​

​

​

​

​

310.4

​

​

​

​

​

288.8

​

​

​

​

​

379.3

​

​

Income tax expense (benefit)

​

​

​

​

28.0

​

​

​

​

​

34.5

​

​

​

​

​

36.5

​

​

​

​

​

49.9

​

​

​

​

​

(19.7)

​

​

Depreciation and amortization

​

​

​

​

100.5

​

​

​

​

​

100.6

​

​

​

​

​

202.9

​

​

​

​

​

217.0

​

​

​

​

​

286.8

​

​

EBITDA

​

​

​

​

(15.1)

​

​

​

​

​

198.2

​

​

​

​

​

409.0

​

​

​

​

​

234.8

​

​

​

​

​

259.0

​

​

Loss on extinguishment of debt(a)

​

​

​

​

174.0

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

SPAC transaction costs(b)

​

​

​

​

21.4

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Equity-based compensation(c)

​

​

​

​

3.2

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Capitalized software write-off(d)

​

​

​

​

12.3

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Cost to achieve operational initiatives(e)

​

​

​

​

4.3

​

​

​

​

​

21.2

​

​

​

​

​

51.8

​

​

​

​

​

99.9

​

​

​

​

​

83.5

​

​

Digital project implementation costs(f)

​

​

​

​

10.1

​

​

​

​

​

24.7

​

​

​

​

​

44.7

​

​

​

​

​

75.5

​

​

​

​

​

6.9

​

​

Transition costs(g)

​

​

​

​

3.6

​

​

​

​

​

9.0

​

​

​

​

​

16.1

​

​

​

​

​

70.7

​

​

​

​

​

104.4

​

​

Foreign currency (gains)/losses(h)

​

​

​

​

—

​

​

​

​

​

(1.8)

​

​

​

​

​

(1.4)

​

​

​

​

​

(5.4)

​

​

​

​

​

11.2

​

​

Contingent consideration(i)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(10.0)

​

​

​

​

​

(17.9)

​

​

Acquisition costs(j)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.5

​

​

​

​

​

7.1

​

​

​

​

​

—

​

​

Advisory fee(k)

​

​

​

​

0.5

​

​

​

​

​

3.7

​

​

​

​

​

6.2

​

​

​

​

​

5.0

​

​

​

​

​

19.2

​

​

Impact of purchase accounting(l)

​

​

​

​

0.9

​

​

​

​

​

0.9

​

​

​

​

​

2.0

​

​

​

​

​

5.9

​

​

​

​

​

33.1

​

​

Reserve for customer dispute(m)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

7.3

​

​

​

​

​

—

​

​

Loss on asset disposals(n)

​

​

​

​

—

​

​

​

​

​

0.5

​

​

​

​

​

0.5

​

​

​

​

​

3.1

​

​

​

​

​

0.6

​

​

Reserve for warranty item(o)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

4.4

​

​

​

​

​

8.5

​

​

​

​

​

—

​

​

Product line rationalization(p)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

7.7

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Adjusted EBITDA

​

​

​

$

215.2

​

​

​

​

$

256.4

​

​

​

​

$

541.5

​

​

​

​

$

502.4

​

​

​

​

$

500.0

​

​

S-9

 

(in millions)

​

​

Six months ended June 30, 2020

​

​

Six months ended June 30, 2019

​

​

Year ended December 31, 2019

​

​

Year ended December 31, 2018

​

​

Year ended December 31, 2017

​

Net cash provided by (used for) operating activities

​

​

​

$

(121.7)

​

​

​

​

$

(81.6)

​

​

​

​

$

57.5

​

​

​

​

$

(221.9)

​

​

​

​

$

(49.6)

​

​

Capital expenditures

​

​

​

​

(13.2)

​

​

​

​

​

(23.0)

​

​

​

​

​

(47.6)

​

​

​

​

​

(64.6)

​

​

​

​

​

(36.7)

​

​

Investments in capitalized software

​

​

​

​

(6.2)

​

​

​

​

​

(10.6)

​

​

​

​

​

(22.7)

​

​

​

​

​

(41.2)

​

​

​

​

​

(7.7)

​

​

Proceeds from disposition of property, plant and equipment

​

​

​

​

—

​

​

​

​

​

5.0

​

​

​

​

​

5.0

​

​

​

​

​

18.0

​

​

​

​

​

—

​

​

Free Cash Flow

​

​

​

$

(141.1)

​

​

​

​

$

(110.2)

​

​

​

​

$

(7.8)

​

​

​

​

$

(309.7)

​

​

​

​

$

(94.0)

​

​

S-10

 

RISK FACTORS

Investing in our Class A common stock involves risks and uncertainties. Prior to making a decision about investing in our Class A common stock, you should carefully consider each of the risk factors as described below and as discussed under the heading “Risk Factors” in the accompanying prospectus, including “Cautionary Statement Regarding Forward-Looking Statements,” “Vertiv Holdings’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included elsewhere in the accompanying prospectus. Any of these risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations or prospects. If any of these risks actually occurs, our business, results of operations, financial condition, liquidity and cash flows could suffer. In that case, the trading price of our shares common stock could decline, and you could lose all or a part of your investment.

Risks Related to Our Business

For risks related to our business, see “Risk Factors” in the accompanying prospectus.

Risks Related to the Offering and Ownership of Our Class A Common Stock

The trading price of our Class A common stock may be volatile and may decline regardless of our operating performance.

The trading price of our Class A common stock has in the past, and may in the future, fluctuate significantly in response to numerous factors, many of which are beyond our control, including, but not limited to:

•

actual or anticipated variations in our quarterly operating results;

​

•

results of operations that vary from the expectations of securities analysts and investors;

​

•

changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;

​

•

changes in market valuations of similar companies;

​

•

changes in the markets in which we operate;

​

•

announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;

​

•

announcements by third parties of significant claims or proceedings against us;

​

•

additions or departures of key personnel;

​

•

actions by stockholders, including this offering by the selling stockholder of its shares of our Class A common stock;

​

•

speculation in the press or investment community;

​

•

general market, economic and political conditions, including an economic slowdown;

​

•

uncertainty regarding economic events, including in Europe in connection with the United Kingdom’s departure from the European Union;

​

•

changes in interest rates;

​

•

our operating performance and the performance of other similar companies;

​

•

our ability to accurately project future results and our ability to achieve those and other industry and analyst forecasts; and

​

•

new legislation or other regulatory developments that adversely affect us, our markets or our industry.

​

 

S-11

 

In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect many technology companies’ stock prices. Often, their stock prices have fluctuated in ways unrelated or disproportionate to the companies’ operating performance. The global stock markets have experienced, and may continue to experience, significant volatility as a result of the COVID-19 pandemic, and the price of our Class A common stock has been volatile and has experienced significant declines in recent months. The COVID-19 pandemic and the significant uncertainties it has caused for the global economy, business activity and business confidence have had, and are likely to continue to have, a significant effect on the market price of securities generally, including our Class A common stock. The impact of the COVID-19 pandemic may also have the effect of exacerbating many of the other risks described in this prospectus supplement and those contained in the accompanying prospectus.

Moreover, because of these fluctuations, comparing our results of operations on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our net revenue or results of operations fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our Class A common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated net revenue or earnings forecasts that we may provide.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of our management team from our business regardless of the outcome of such litigation.

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that sales might occur, could cause the market price of our Class A common stock to decline.

As of the date of this prospectus supplement, there are no restrictions on transfer by our large shareholders other than the applicable securities laws and the lock-up agreements described under “Underwriting” of this prospectus supplement. Although some of our large shareholders were subject to a lock-up, their lock-up periods have already ended prior to the date of this prospectus supplement, and some of our large shareholders have never been subject to a lock-up with respect to their securities. See “Business Combination—Related Agreements” and “Securities Act Restrictions on Resale of Securities—Lock-up Agreements” in the accompanying prospectus for further discussion of the restrictions and the lock-ups. In addition, 33,533,301 shares of our Class A common stock are issuable upon the exercise of our 33,533,301 warrants outstanding as of August 4, 2020.

We have registered all Class A common stock and warrants held by certain shareholders for resale under the Securities Act on the registration statement of which this prospectus supplement is a part. See “Offering” in the accompanying prospectus. We have also registered all shares of Class A common stock that we may issue under the Incentive Plan (as defined in the accompanying prospectus) and they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates.

As restrictions on resale end and registration statements are available for use, the sale or possibility of sale of shares by our large shareholders could have the effect of increasing the volatility in our share price or the market price of our securities could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. We cannot predict the size of future sales of shares or the effect, if any, that future sales would have on the market price of our shares.

Sales of our common stock may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to fall and make it more difficult for you to sell shares of our Class A common stock.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our Class A common stock.

We, all of our directors and executive officers, the selling stockholder and certain of our significant stockholders of our Class A common stock have entered or will enter into lock-up agreements pursuant to which we and they will

 

S-12

 

be subject to certain restrictions with respect to the sale or other disposition of our Class A common or any securities convertible into or exercisable or exchangeable for our Class A common stock for a period ending at the close of business 90 days following the date of this prospectus supplement. J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as the representatives of the underwriters, at any time and without notice, may release all or any portion of the Class A common stock subject to the foregoing lock-up agreements. See “Underwriting” for more information on these agreements. If the restrictions under the lock-up agreements are waived, then the Class A common stock, subject to compliance with the Securities Act of 1933, as amended (the “Securities Act”) or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital. Sales of a substantial number of shares upon expiration of the lock-up agreements, the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

 

S-13

 

USE OF PROCEEDS

All of the securities offered by the selling stockholder pursuant to this prospectus supplement will be sold by the selling stockholder for its own account. We will not receive any of the proceeds from these sales, including pursuant to the underwriters’ exercise of their option to purchase additional shares. While we have agreed to pay certain offering expenses for the selling stockholder incurred in connection with this offering, the selling stockholder will bear all commissions and discounts, if any, from the sale of our Class A common stock pursuant to this prospectus supplement. See “Underwriting.”

 

S-14

 

 

SELLING STOCKHOLDER

The table below sets forth, as of August 4, 2020, the following information regarding the selling stockholder:

•

the number and percentage of total outstanding shares of Class A common stock beneficially owned by the selling stockholder prior to the offering;

​

•

the number of shares of Class A common stock to be offered by the selling stockholder (excluding the maximum number of shares subject to the underwriters’ option to purchase 3,000,000 additional shares of Class A common stock in full);

​

•

the number and percentage of total outstanding shares of Class A common stock to be beneficially owned by the selling stockholder after completion of the offering (excluding the maximum number of shares subject to the underwriters’ option to purchase 3,000,000 additional shares of Class A common stock in full); and

​

•

the percentage of the total outstanding shares to be beneficially owned by the selling stockholder after completion of the offering, assuming the exercise of the underwriter’s option to purchase 3,000,000 additional shares of Class A common stock in full.

​

The percentage of Class A common stock beneficially owned immediately prior to or after the completion of this offering is based on 328,411,705 shares of Class A common stock issued and outstanding on August 4, 2020. The address of the beneficial owner listed in the table below is c/o Vertiv Holdings Co, 1050 Dearborn Drive, Columbus, Ohio, 43085.

(1)   Based upon 328,411,705 shares of Class A common stock outstanding as of August 4, 2020.

(2)   Represents shares owned directly by VPE Holdings, LLC, a Delaware limited liability company. Vertiv JV Holdings, LLC owns a majority of the outstanding equity interests of VPE Holdings, LLC, and PE Vertiv Holdings, LLC owns a majority of the outstanding interests of Vertiv JV Holdings, LLC, and, accordingly, each may be deemed to beneficially own the shares owned directly by VPE Holdings, LLC. PE Vertiv Holdings, LLC is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Platinum Equity Investment Holdings III, LLC is the managing member of one of such funds and the managing member of the general partner of four of such funds. Through such positions, Platinum Equity Investment Holdings III, LLC has the indirect power to direct the voting of a majority of the outstanding equity interests of PE Vertiv Holdings, LLC. Platinum Equity Investment Holdings Manager III, LLC is the managing member of Platinum Equity Investment Holdings III, LLC. Platinum Equity InvestCo, L.P. owns all of the economic interests in Platinum Equity Investment Holdings III, LLC. Platinum Equity Investment Holdings IC (Cayman), LLC is the general partner of Platinum Equity InvestCo LP. Platinum InvestCo (Cayman), LLC holds a controlling interest in Platinum Equity InvestCo LP. Platinum Equity, LLC is sole member of Platinum Equity Investment Holdings Manager III, LLC and Platinum Equity Investment Holdings III, LLC. Platinum Equity also indirectly controls the other funds that own equity interests of PE Vertiv Holdings, LLC. Mr. Tom Gores is the beneficial owner of Platinum Equity, LLC. Accordingly, as a result of their indirect ownership and control of each of VPE Holdings, LLC, Vertiv JV Holdings, LLC and PE Vertiv Holdings, LLC, each of Platinum Equity Investment Holdings, LLC, Platinum Equity Investment Holdings Manager, LLC, Platinum Equity InvestCo, L.P., Platinum Equity Investment Holdings IC (Cayman), LLC, Platinum InvestCo (Cayman), LLC, Platinum Equity, LLC and Mr. Tom Gores may be deemed to beneficially own the shares owned directly by VPE Holdings, LLC. Mr. Tom Gores disclaims beneficial ownership of the shares owned directly by VPE Holdings, LLC, except to the extent of his pecuniary interest therein. The business address of VPE Holdings, LLC and each party beneficially owning the shares held thereby is 360 North Crescent Drive, South Building, Beverly Hills, CA, 90210.

 

S-16

 

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax considerations generally applicable to the ownership and disposition of the Class A common stock offered by the selling stockholder. This summary is based upon U.S. federal income tax law as of the date of this prospectus supplement, which is subject to change or differing interpretations, possibly with retroactive effect. This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules (e.g., banks and other financial institutions, insurance companies, broker-dealers, tax-exempt entities (including private foundations), taxpayers that have elected mark-to-market accounting, entities or arrangements classified as partnerships or S corporations for U.S. federal income tax purposes (and investors therein), regulated investment companies, real estate investment trusts, passive foreign investment companies, controlled foreign corporations, investors that will hold Class A common stock as part of a straddle, hedge, conversion, or other integrated transaction for U.S. federal income tax purposes or investors that have a functional currency other than the U.S. dollar), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss U.S. federal tax consequences other than income tax consequences (e.g., estate or gift tax consequences), any state, local, or non-U.S. tax considerations or the Medicare tax or alternative minimum tax. In addition, this summary is limited to investors that will hold our Class A common stock as “capital assets” (generally, property held for investment) under the Internal Revenue Code of 1986, as amended, (the “Code”). No ruling from the Internal Revenue Service, (the “IRS”) has been or will be sought regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax aspects set forth below.

For purposes of this summary, a “U.S. Holder” is a beneficial holder of Class A common stock who or that, for U.S. federal income tax purposes, is:

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an individual who is a United States citizen or resident of the United States;

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a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

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a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

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A “non-U.S. Holder” is a beneficial holder of Class A common stock who or that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust that is not a U.S. Holder.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A common stock, the tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership considering an investment in our Class A common stock, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of our Class A common stock.

THIS DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK, AS WELL AS THE APPLICATION OF ANY OTHER U.S. FEDERAL TAX LAWS AND ANY STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS.

 

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U.S. Holders

Taxation of Distributions

If we pay distributions to U.S. Holders of shares of our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will first be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Class A common stock (determined separately for each share). Any remaining excess (determined separately for each share)will be treated as gain recognized on the sale or other taxable disposition of the Class A common stock and will be treated as described under “U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock” below.

Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period and other applicable requirements are satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period and other applicable requirements are met, dividends we pay to a non-corporate U.S. Holder will generally constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock

A U.S. Holder will recognize gain or loss on a sale, taxable exchange or other taxable disposition of our Class A common stock (other than a redemption, which is described separately below under “—Redemption of Class A Common Stock”). Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A common stock so disposed of exceeds one year. The amount of gain or loss recognized with respect to a share of Class A common stock will generally be equal to the difference, if any, between (1) the sum of the amount of cash and the fair market value of any property received in such disposition and (2) the U.S. Holder’s adjusted tax basis in such share. A U.S. Holder’s adjusted tax basis in a share of Class A common stock will generally equal the U.S. Holder’s acquisition cost of such share less any prior distributions treated as a return of capital. The deductibility of capital losses is subject to limitations.

Redemption of Class A Common Stock

In the event that a U.S. Holder’s Class A common stock is redeemed by us, including pursuant to an open market transaction, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A common stock under Section 302 of the Code. If the redemption qualifies as a sale of Class A common stock under the tests described below, the tax consequences to the U.S. Holder will be the same as described under “U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock” above. If the redemption does not qualify as a sale of Class A common stock, the U.S. Holder will be treated as receiving a distribution, the tax consequences of which generally are described above under “U.S. Holders—Taxation of Distributions.” Whether the redemption qualifies for sale treatment will depend primarily on the total number of shares of our stock treated as held by the U.S. Holder (including any Class A common stock constructively owned by the U.S. Holder as a result of owning warrants) both before and after the redemption. The redemption of Class A common stock will generally be treated as a sale of the Class A common stock (rather than as a distribution) if the redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s interest in us or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A common stock which

 

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could be acquired pursuant to the exercise of our warrants. A redemption of a U.S. Holder’s Class A common stock will generally be substantially disproportionate with respect to the U.S. Holder if the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of such Class A common stock is, among other requirements, less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (1) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (2) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other stock (including any Class A common stock constructively owned by the U.S. Holder as a result of owning warrants). The redemption of the Class A common stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult its tax advisors as to the tax consequences of a redemption, including the application of the constructive ownership rules described above.

If none of the foregoing tests is satisfied, the redemption will be treated as a distribution, the tax consequences of which are described under “U.S. Holders—Taxation of Distributions,” above. In such event, any tax basis of the U.S. Holder in the redeemed Class A common stock should be added to the U.S. Holder’s adjusted tax basis in its remaining stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in any warrants held by it or possibly in other stock constructively owned by it.

Non-U.S. Holders

Taxation of Distributions

In general, any distributions (including constructive distributions) we make to a non-U.S. Holder of shares of our Class A common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States, the applicable withholding agent will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from any warrants held by it or other property subsequently paid or credited to such holder. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will first be applied against and reduce (but not below zero) the non-U.S. Holder’s adjusted tax basis in our Class A common stock (determined separately for each share). Any remaining excess (determined separately for each share) will be treated as gain recognized on the sale or other taxable disposition of the Class A common stock and will be treated as described under “Non-U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock” below. In addition, if we determine that we have been classified as a “United States real property holding corporation” (“USRPHC”) at any time during specified periods (see “Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock” below), the applicable withholding agent may withhold 15% of any distribution that exceeds our current and accumulated earnings and profits.

Unless an applicable income tax treaty provides otherwise, any dividends we pay to a non-U.S. Holder that are effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States will generally not be subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification

 

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and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders. In addition, if the non-U.S. Holder is a corporation, a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) may be imposed on the non-U.S. Holder’s effectively connected earnings and profits (subject to adjustments).

Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock

A non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our Class A common stock unless:

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the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States;

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the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

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we are or have been a USRPHC for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Class A common stock (the “Applicable USRPHC Period”), and, in the case where shares of our Class A common stock are treated as regularly traded on an established securities market, the non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A common stock at any time within Applicable USRPHC Period.

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Unless an applicable income tax treaty provides otherwise, any gain described in the first bullet point above generally will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders. A non-U.S. Holder that is a corporation may also be subject to a “branch profits tax” at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on such non-U.S. Holder’s effectively connected earnings and profits (subject to adjustments). Gain described in the second bullet point above will generally be subject U.S. federal income tax at a flat rate of 30% (or lower applicable treaty rate). Non-U.S. Holders should consult their tax advisors regarding possible eligibility for benefits under income tax treaties.

If the third bullet point above applies to a non-U.S. Holder, gain recognized by such holder on a sale or other taxable disposition of our Class A common stock will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders. In addition, if our Class A common stock ceases to be regularly traded on an established securities market, a buyer of our Class A common stock from such holder may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such disposition. We will be classified as a USRPHC if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. We do not believe we currently are or will become a USRPHC, however there can be no assurance in this regard. Non-U.S. Holders should consult their tax advisors regarding the application of these rules.

Redemption of Class A Common Stock

The characterization for U.S. federal income tax purposes of the redemption of a non-U.S. Holder’s Class A common stock will generally correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s Class A common stock, as described under “U.S. Holders—Redemption of Class A Common Stock” above, and the consequences of the redemption to the non-U.S. Holder generally will be as described above under “Non-U.S. Holders—Taxation of Distributions” and “Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock,” as applicable.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose

 

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withholding at a rate of 30% in certain circumstances on dividends in respect of our Class A common stock which are held by or through certain foreign financial institutions (including investment funds), whether such institutions are beneficial owners or intermediaries, unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. tax authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our Class A common stock held by an investor that is a non-financial non-U.S. entity (whether such entity is a beneficial owner or intermediary) that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. tax authorities. Prospective investors should consult their tax advisors regarding the possible implications of FATCA on their investment in our securities.

 

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UNDERWRITING

The selling stockholder is offering the shares of Class A common stock described in this prospectus supplement through a number of underwriters as set forth in the following table (collectively, the “underwriters”). J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as representatives of the several underwriters (in such capacity, the “representatives”). Subject to the terms and conditions of the underwriting agreement among us, the selling stockholder and the representatives, on behalf of the underwriters, the selling stockholder has agreed to sell to the underwriters, and each of the underwriters has severally and not jointly agreed to purchase from the selling stockholder, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus supplement, the number of shares of Class A common stock listed next to its name in the following table:

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares of the Class A common stock sold under the underwriting agreement if any of these shares are purchased. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

We and the selling stockholder have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares of Class A common stock, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The offering of the shares of Class A common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option, exercisable for 30 days after the date of this prospectus supplement, to buy up to 3,000,000 additional shares of Class A common stock from the selling stockholder, at the public offering price, less the underwriting discount. If any shares of Class A common stock are purchased with this option to purchase additional shares, the underwriters will purchase shares of Class A common stock in approximately the same proportion as shown in the table above. If any additional shares of Class A common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

Underwriting discounts and commissions

The underwriters propose to offer the shares of Class A common stock directly to the public at the public offering price set forth on the cover page of this prospectus supplement and to dealers at that price less a concession not in excess of  $      per share under the public offering price. After the initial offering of the shares to the public, the offering price, concession and other selling terms may be changed by the underwriters.

The underwriting fee is equal to the public offering price per share of Class A common stock less the amount paid by the underwriters to the selling stockholder per share of Class A common stock. The following table shows the public offering price, underwriting discount and proceeds before expenses to the selling stockholder, assuming

 

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both no exercise and full exercise by the underwriters of the underwriters’ option to purchase additional shares of Class A common stock from the selling stockholder.

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses (including reasonable fees and expenses of one legal counsel of the selling stockholder), but excluding the underwriting discounts and commissions, will be approximately $      , and are payable by us.

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

We have agreed that we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the SEC a registration statement under the Securities Act relating to, any shares of our Class A common stock, or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of Class A common stock or any such other securities (regardless of whether any of these transactions in clauses (i) and (ii) above are to be settled by the delivery of shares of Class A common stock or such other securities, in cash or otherwise), in each case, without the prior written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC for a period of 90 days after the date of this prospectus supplement, other than the shares of our Class A common stock to be sold hereunder.

Our directors and executive officers, the selling stockholder and certain of our significant stockholders of our Class A common stock have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period ending at the close of business 90 days after the date of this prospectus supplement, (such period, the “Restricted Period”), may not, without the prior written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our Class A common stock, or any securities convertible into or exercisable or exchangeable for our Class A common stock (including, without limitation, Class A common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Class A common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, (3) take any action that shall require the Company to file with the SEC a registration statement under the Securities Act relating to the Class A common stock or such other securities during the Restricted Period; provided that, the Company may make a confidential or non-public submission with the SEC of a registration statement under the Securities Act relating to Class A common stock or such other securities during the Restricted Period, so long as such confidential or non-public submission shall not become a publicly available registration statement during the Restricted Period, or (4) publicly disclose the intention to do any of the foregoing. This lock-up provision applies to Class A common stock and to securities convertible into or exchangeable or exercisable for or repayable with Class A common stock. It also applies to Class A common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

 

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The shares of our Class A common stock are listed under NYSE under the symbol “VRT.”

Price stabilization, short positions

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our Class A Common stock. However, the representatives may engage in transactions that stabilize the price of the Class A common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of Class A common stock in the open market for the purpose of preventing or retarding a decline in the market price of the Class A common stock while this offering is in progress. These stabilizing transactions may include making short sales of the Class A common stock, which involves the sale by the underwriters of a greater number of shares of Class A common stock than they are required to purchase in this offering, and purchasing shares of Class A common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our Class A common stock or preventing or retarding a decline in the market price of our Class A common stock. As a result, the price of the Class A common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the NYSE, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Class A common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Other relationships

Certain of the underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerages and other financial and non-financial activities and services. Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions for these transactions.

In addition, from time to time, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations

 

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and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

In connection with the Separation, J.P. Morgan Securities LLC, along with Centerview Partners LLC, acted as a financial advisor to Emerson and, in connection therewith, was paid a “finder’s fee” by Emerson. J.P. Morgan Securities, LLC also served as our financial advisor in connection with Vertiv’s disposition of ASCO Power to Schneider Electric USA, Inc. which was completed on October 31, 2017, for which they received customary fees and commissions in connection therewith. In addition, J.P. Morgan Securities, LLC acted as financial advisor to Vertiv in connection with the Business Combination, for which they received customary fees and commissions in connection therewith, and Goldman Sachs & Co. LLC acted as financial advisor and placement agent to GSAH in connection with, and participated in certain of the negotiations leading to, the Business Combination, for which they have received customary fees and commissions in deferred underwriting discount, advisory fees and placement agent fees, which payment was contingent upon completion of the Business Combination. In addition, prior to the consummation of the Business Combination, on the Closing Date, (i) the Sponsor (as defined in the accompanying prospectus), was jointly owned by GS Sponsor, LLC, an affiliate of Goldman Sachs & Co. LLC, and Cote SPAC 1 LLC and (ii) Raanan Agus, a Participating Managing Director of The Goldman Sachs Group, Inc., an affiliate of Goldman Sachs & Co. LLC, served as a member of GSAH’s board of directors. See the sections entitled “Business Combination” and “Certain Relationships and Related Transactions” in the accompanying prospectus.

In addition, certain affiliates of Goldman Sachs & Co. LLC own, as of August 4, 2020, in the aggregate 6.20% of our issued and outstanding Class A common stock, of which (i) GS Sponsor, LLC, a wholly owned subsidiary of GSAM Holdings LLC, which is a wholly owned subsidiary of The Goldman Sachs Group, Inc, an affiliate of Goldman Sachs & Co. LLC, owns 4.21% which includes (x) 8,572,500 shares of our Class A common stock and (ii) 5,266,666 shares of our Class A common stock underlying the private placement warrants, and (y) GSAH Investors Emp LP, a limited partnership controlled by its general partner and its investment manager, both of which are indirect wholly-owned subsidiaries of The Goldman Sachs Group, Inc. an affiliate of Goldman Sachs & Co. LLC, owns 1.99% of our Class A common stock (or 6,528,800 shares of our Class A common stock). Each of GSAM Holdings LLC and The Goldman Sachs Group, Inc. may be deemed to beneficially own the private placement warrants held by the Sponsor (as defined in the accompanying prospectus), by virtue of their direct and indirect ownership, respectively, over GS Sponsor, LLC. See the section entitled “Selling Holders” in the accompanying prospectus.

In addition, certain of the underwriters and their respective affiliates acted as initial purchasers for the offering of the 2022 Senior Notes, the 2024 Senior Notes and/or the 2024 Senior Secured Notes (each as defined in the accompanying prospectus) for which they have received customary fees and commissions, which were each refinanced in connection with the Business Combination. JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, is the administrative agent and swingline lender under the Asset-Based Revolving Credit Facility (as defined in the accompanying prospectus) and the Amendment (as defined in the accompanying prospectus) to the Asset-Based Revolving Credit Facility, and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc. and Citigroup Global Markets Inc. and/or their respective affiliates acted as joint bookrunners and joint lead arrangers under the Asset-Based Revolving Credit Facility and the Amendment and are lenders and issuing banks thereunder, and, in connection therewith, each have received and may continue to receive customary fees and commissions. In addition, Citibank, N.A., an affiliate of Citigroup Global Markets Inc., is the administrative agent under the Term Loan Facility (as defined in the accompanying prospectus), and J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc. and Citigroup Global Markets Inc. and/or their respective affiliates acted as joint bookrunners and joint lead arrangers under the Term Loan Facility and were initial lenders thereunder, and, in connection therewith, have received and may continue to receive customary fees and commissions.

Selling restrictions

General

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus supplement in any jurisdiction where action for that purpose

 

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is required. The securities offered by this prospectus supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to prospective investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to investors in the European Economic Area and the United Kingdom

In relation to each Member State of the European Economic Area (each a “Member State”), no shares of Class A common stock have been offered or will be offered pursuant to this offering to the public in that Member State prior to the publication of a prospectus in relation to the shares of Class A common stock which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that offers of shares of Class A common stock may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

(a)   to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b)   to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

(c)   in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares of Class A common stock shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares of Class A common stock or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any shares of Class A common stock being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares of Class A common stock acquired by it in the offer have not been

 

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acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares of Class A common stock to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer to the public” in relation to shares of Class A common stock in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of Class A common stock to be offered so as to enable an investor to decide to purchase or subscribe for any shares of Class A common stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Notice to prospective investors in the United Kingdom

In addition, in the United Kingdom, this prospectus is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares of Class A common stock in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this prospectus or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Notice to prospective investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or this offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to this offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (“FINMA”) and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to prospective investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which

 

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is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to prospective investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the shares were not offered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares, has not been circulated or distributed, nor will it be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) (1) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA;”, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)   a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)   a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(i)   to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(ii)   where no consideration is or will be given for the transfer;

(iii)   where the transfer is by operation of law;

(iv)   as specified in Section 276(7) of the SFA; or

(v)   as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Singapore SFA Product Classification—In connection with Section 309B of the SFA and the CMP Regulations 2018, unless otherwise specified before an offer to sell shares, the Registrant has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the shares are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Notice to prospective investors in Japan

The shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the shares nor any interest therein may be offered or sold, directly or

 

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indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

LEGAL MATTERS

Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York has passed upon the validity of the Class A common stock covered by this prospectus supplement and legal matters in connection with this offering. Cahill Gordon & Reindel LLP, New York, New York advised the underwriters in this offering.

EXPERTS

The audited consolidated financial statements of Vertiv Holdings, LLC as of December 31, 2019 and December 31, 2018 and for each of the three years in the period ended December 31, 2019 (collectively referred to as the “consolidated financial statements”) and the related notes to the consolidated financial statements, have been included in accompanying prospectus in reliance upon the report of Ernst & Young LLP (“EY”), independent registered public accounting firm, upon the authority of said firm as experts in accounting and auditing.

Vertiv Holdings is controlled by investment funds managed by Platinum Equity (as defined in the accompanying prospectus). The consolidated financial statements of Vertiv Holdings as of and for each of the three years in the period ended December 31, 2019 were audited by EY, a member firm of Ernst & Young Global Limited (“EYG”) in the United States, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).

In the third and fourth quarters of 2019, four employees of a member firm of EYG in Romania (“EY Romania”), held employment discussions with Vertiv Holdings at its shared service center in Romania while performing certain audit planning and related procedures for the shared service center. 2019 is the first year EY Romania and these individuals participated in the audit of Vertiv Holdings’ consolidated financial statements under PCAOB standards. Two of these employees were staff accountants and the other two were senior accountants. Holding employment discussions with an audit client while serving as a member of the audit engagement team is inconsistent with the SEC and PCAOB auditor independence rules. One individual was hired by Vertiv Holdings in its financial planning and analysis group in a role that is not a financial reporting oversight role. This individual’s three-week employment with Vertiv Holdings was terminated as a result of this issue. The other three professionals remain with EY Romania and have been removed from the EY Romania audit engagement team assigned to audit Vertiv Holdings’ consolidated financial statements. All audit work completed by these individuals has been discarded and has been or will be performed by other members of the EY Romania audit engagement team.

In June 2018, a portfolio company ultimately controlled by Platinum Equity acquired a company (“Entity A”) which became a sister affiliate of Vertiv Holdings due to common control. A member firm of EYG in the Netherlands (“EY Netherlands”) provided value-added tax (“VAT”) compliance and representation services to Entity A from 2009 to 2018. As a VAT representative, Dutch law considers EY Netherlands jointly liable with Entity A for the VAT liabilities for a five-year statutory period. Dutch law limits the annual VAT liability based on revenue earned in the Netherlands, and the calculated maximum statutory liability is further limited to five times the annual calculation based on the five-year statute of limitations. The joint liability functions similarly to EY Netherlands providing a guarantee to the Dutch tax authorities of Entity A’s VAT obligations, a financial relationship that is inconsistent with the SEC and PCAOB independence rules as it establishes the appearance of an impermissible mutuality of interest. To effectively eliminate any potential obligations of EY Netherlands resulting from the VAT representation services, Entity A made cash deposits into the bank account owned by the Dutch tax authority equal to the unfunded portion of the maximum potential VAT liability. EY Netherlands terminated the services and

 

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withdrew its VAT representation of Entity A, which became effective on January 1, 2019 when another VAT representative was named. Although EY Netherlands remains jointly liable for any VAT obligations during the VAT representation period until January 1, 2024, the Dutch tax authority is required to satisfy any additional VAT obligations from the cash deposits from Entity A it maintains. Since the maximum potential VAT liability is fully funded with cash deposits held by the Dutch tax authority, EY Netherlands in substance is no longer at risk of being compelled to satisfy Entity A’s VAT obligations. The total fees collected for the service and the maximum liability are not material to EY Netherlands, Entity A, Platinum Equity, or Vertiv Holdings. This matter has not and will not impact Vertiv Holdings’ consolidated financial statements, nor EY’s related audit procedures or judgments.

In February 2017, a first-year staff accountant employee of EY held employment discussions with and was eventually hired in a staff level role by a subsidiary of a portfolio company (“Entity B”) ultimately controlled by Platinum Equity. The entity at which the employment discussions occurred is a sister affiliate of Vertiv Holdings by virtue of common control. These discussions occurred while the EY staff accountant was performing certain audit related procedures for Entity B subsequent to the issuance of EY’s audit report on the 2016 financial statements of Entity B. Holding employment discussions with an audit client, including its affiliates, while serving as a member of the audit engagement team is inconsistent with the SEC and PCAOB auditor independence rules. Upon identification, the individual was removed from the Entity B engagement team and subsequently resigned from EY in March 2017. The individual was not in a financial reporting oversight role at Entity B, and Platinum Equity disposed of its ownership in Entity B in October 2018.

After careful consideration of the facts and circumstances and the applicable independence rules, EY has concluded that (i) the aforementioned matters did not and do not impair EY’s ability to exercise objective and impartial judgment in connection with its audits of Vertiv Holdings’ consolidated financial statements and (ii) a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion. Vertiv Holdings’ management and audit committee concur with EY’s conclusions.

CHANGE IN AUDITOR

On February 7, 2020, the Board approved the engagement of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2020. During the years ended December 31, 2019, 2018 and 2017 and the subsequent period through February 7, 2020, neither we, nor anyone on our behalf consulted with EY, on behalf of us, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

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The information in this prospectus is not complete and may be changed. Neither we nor the Selling Holders may sell or distribute the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 5, 2020

PRELIMINARY PROSPECTUS

Vertiv Holdings Co

259,672,496 Shares of Class A Common Stock
10,606,665 Warrants to Purchase Class A Common Stock
220,000 Units

This prospectus relates to: (1) the issuance by us of up to 33,533,301 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”) that may be issued upon exercise of warrants to purchase Class A common stock at an exercise price of $11.50 per share of Class A common stock, including the public warrants and the private placement warrants (each as defined below); and (2) the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of (i) up to 259,672,496 shares of Class A common stock, (ii) up to 10,606,665 warrants and (iii) up to 220,000 units (each as defined below).

This prospectus provides you with a general description of such securities and the general manner in which we and the Selling Holders may offer or sell the securities. More specific terms of any securities that we and the Selling Holders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

We will not receive any proceeds from the sale of shares of Class A common stock, warrants or units by the Selling Holders pursuant to this prospectus or of the shares of Class A common stock by us pursuant to this prospectus, except with respect to amounts received by us upon exercise of the warrants to the extent such warrants are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Holders will issue, offer or sell, as applicable, any of the securities. The Selling Holders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information in the section entitled “Plan of Distribution.”

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Class A common stock, warrants and units are traded on the New York Stock Exchange (“NYSE”) under the symbols “VRT,” “VRT WS” and “VERT.U,” respectively. On August 4, 2020, the closing price of our Class A common stock was $15.20 per share, the closing price of our warrants, was $5.27 per share, and the closing price of our units was $16.80 per share.

We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves risks. See “Risk Factors” beginning on page 11 and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2020.

 

 

ABOUT THIS PROSPECTUS

This prospectus is part of the registration statement on Form S-1 that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we and the Selling Holders may, from time to time, issue, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. We may use the shelf registration statement to issue up to an aggregate of 33,533,301 shares of Class A common stock upon exercise of the public warrants and private placement warrants. The Selling Holders may use the shelf registration statement to sell up to an aggregate of 259,672,496 shares of Class A common stock, up to 10,606,665 warrants and up to 220,000 units from time to time through any means described in the section entitled “Plan of Distribution.” More specific terms of any securities that the Selling Holders offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the Class A common stock, warrants and/or units being offered and the terms of the offering.

A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus or any applicable prospectus supplement. See “Where You Can Find More Information.”

Neither we nor the Selling Holders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or any accompanying prospectus supplement. We and the Selling Holders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any applicable prospectus supplement. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

On February 7, 2020 (the “Closing Date”), Vertiv Holdings Co (formerly known as GS Acquisition Holdings Corp), 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 GS Acquisition Holdings Corp (“GSAH”), 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 GSAH (“First Merger Sub”), and Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“Second Merger Sub”). As contemplated by the Merger Agreement, (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 and renamed “Vertiv Holdings, LLC” (the “Second Merger” and, collectively with the First Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”).

 

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Unless the context otherwise indicates or requires, references to (1) “the Company,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries following the Business Combination; (2) “GSAH” refers to GS Acquisition Holdings Corp prior to the Business Combination; and (3) “Vertiv” refers to Vertiv Holdings, LLC and its subsidiaries prior to the Business Combination.

 

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MARKET, RANKING AND OTHER INDUSTRY DATA

Certain market, ranking and industry data included in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including its products and services relative to its competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate, which, in each case, we believe are reliable.

We are responsible for all of the disclosure in this prospectus and while we believe the data from these sources to be accurate and complete, we have not independently verified data from these sources or obtained third-party verification of market share data and this information may not be reliable. In addition, these sources may use different definitions of the relevant markets. Data regarding our industry is intended to provide general guidance, but is inherently imprecise. Market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be reliable. References herein to us being a leader in a market or product category refers to our belief that it has a leading market share position in each specified market, unless the context otherwise requires. In addition, the discussion herein regarding our various markets is based on how we define the markets for our products, which products may be either part of larger overall markets or markets that include other types of products and services.

Assumptions and estimates of our future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk factors — Risks Related to Our Business.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Statement Regarding Forward-Looking Statements.”

 

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TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This prospectus contains some of our trademarks, service marks and trade names, including, among others, Vertiv, Liebert, Chloride, NetSure, Geist, Energy Labs and Avocent. Each one of these trademarks, service marks or trade names is either (1) our registered trademark, (2) a trademark for which we have a pending application, or (3) a trade name or service mark for which we claim common law rights. All other trademarks, trade names or service marks of any other company appearing in this prospectus belong to their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are presented without the TM, SM and ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our respective rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

 

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SELECTED DEFINITIONS

Unless stated in this prospectus or the context otherwise requires, references to:

“2022 Senior Notes” are to Vertiv Holdco’s $500.0 million of 12.00%/13.00% Senior PIK Toggle Notes due 2022;

“2024 Senior Notes” are to Vertiv Group’s $750.0 million of 9.250% Senior Notes due 2024;

“2024 Senior Secured Notes” are to Vertiv Group’s $120.0 million of 10.00% Senior Secured Second Lien Notes due 2024 (with a springing to maturity of November 21, 2021 if the 2022 Senior Notes are not repaid, redeemed or discharged, or the maturity with respect thereto is not otherwise extended, on or prior to November 15, 2021);

“Amended and Restated Registration Rights Agreement” are to that certain Amended and Restated Registration Rights Agreement, dated as of February 7, 2020, by and among the Company and the RRA Parties;

“Asset-Based Revolving Credit Facility” are to that certain Revolving Credit Agreement, by and among, inter alia, Vertiv Group Intermediate, Vertiv Group, as lead borrower, certain direct and indirect subsidiaries of Vertiv Group, as co-borrowers thereunder, various financial institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, amended and restated, modified or supplemented from time to time;

“Board” or “Board of Directors” are to the board of directors of the Company;

“Business Combination” are to the transactions contemplated by the Merger Agreement, including: (1) the merger of First Merger Sub with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity (the “First Merger”); (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Vertiv Holdings with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity and renamed “Vertiv Holdings, LLC” (the “Second Merger” and, together with the First Merger, the “Mergers”); and (3) the PIPE Investment, which transactions were consummated on February 7, 2020;

“Bylaws” are to the Amended and Restated Bylaws of the Company;

“Certificate of Incorporation” are to the Second Amended and Restated Certificate of Incorporation of the Company;

“Class A common stock” are to Class A common stock, par value $0.0001 per share, of the Company;

“Class B common stock” are to Class B common stock, par value $0.0001 per share, of the Company;

“Closing Date” are to February 7, 2020, the date on which we completed the Business Combination;

“Code” are to the Internal Revenue Code of 1986, as amended;

“common stock” are to the Class A common stock and the Class B common stock, together;

“Company,” “we,” “us,” and “our” are to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries;

“Cote PIPE Investor” are to Atlanta Sons LLC, a Delaware limited liability company and an affiliate of David M. Cote, which purchased PIPE Shares in the PIPE Investment;

“Cote Sponsor Member” are to Cote SPAC 1 LLC, a Delaware limited liability company managed by David M. Cote, which, following the dissolution of Sponsor and the distribution of the founder shares and private placement warrants held by Sponsor to its members, received 8,572,500 founder shares and 5,266,667 private placement warrants;

“DGCL” are to the General Corporation Law of the State of Delaware;

 

v

 

“Emerson” are to Emerson Electric Co., which, prior to the Separation in the fiscal fourth quarter of 2016, operated Vertiv’s business as part of its broader corporate organization;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“EY” are to Ernst & Young LLP, independent registered public accounting firm to Vertiv Holdings;

“First Merger Sub” are to Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH prior to the Business Combination;

“founder shares” are to the 17,250,000 shares of Class B common stock that were converted into shares of our Class A common stock at the closing of the Business Combination, of which 8,572,500 shares are held by the Cote Sponsor Member, 8,572,500 shares are held by the GS Sponsor Member and 35,000 shares are held by each of Mr. James Albaugh (a former director of GSAH), Mr. Roger Fradin and Mr. Steven S. Reinemund;

“GAAP” are to the Generally Accepted Accounting Principles in the United States of America;

“Goldman Sachs” are to The Goldman Sachs Group, Inc., a Delaware corporation (NYSE: GS) and its affiliates;

“GS Sponsor Member” are to GS Sponsor LLC, a Delaware limited liability company and an affiliate of Goldman Sachs, which, following the dissolution of Sponsor and the distribution of the founder shares and private placement warrants held by Sponsor to its members, received 8,572,500 founder shares and 5,266,666 private placement warrants;

“GSAH” are to GS Acquisition Holdings Corp, prior to the consummation of the Business Combination;

“GSAH Certificate of Incorporation” are to GSAH’s amended and restated certificate of incorporation, dated June 7, 2018;

“GSAM” are to Goldman Sachs Asset Management, L.P., a division of The Goldman Sachs Group, Inc.;

“GS ESC PIPE Investor” are to GSAH Investors Emp LP, a Delaware limited partnership and an affiliate of Goldman Sachs;

“Incentive Plan” are to the Vertiv Holdings Co 2020 Stock Incentive Plan approved in connection with the Business Combination;

“Initial Stockholders” are to the Sponsor Members (as successors-in-interest to the Sponsor’s founder shares and private placement warrants) and Mr. James Albaugh, Mr. Roger Fradin and Mr. Steven S. Reinemund, GSAH’s independent directors prior to the Business Combination;

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

“IPO” or “initial public offering” are to GSAH’s initial public offering, consummated on June 12, 2018;

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

“management” or “management team” of an entity are to the officers and directors of such entity;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of December 10, 2019 (as it may be further amended from time to time), by and among GSAH, Vertiv Holdings, the Vertiv Stockholder, First Merger Sub and Second Merger Sub;

“NYSE” are to the New York Stock Exchange;

“Organizational Documents” are to the Bylaws and the Certificate of Incorporation;

“Other Registrable Securities” are to the shares of Class A common stock that are held by the RRA Parties and are “Registrable Securities” under our Amended and Restated Registration Rights Agreement,

 

vi

 

other than (i) the founder shares and private placement warrants held by our Initial Stockholders, (ii) the PIPE Shares held by RRA Parties and (iii) the Stock Consideration Shares held by the Vertiv Stockholder;

“NYSE” are to the New York Stock Exchange;

“PIPE Investment” are to the private placement pursuant to which the PIPE Investors purchased 123,900,000 shares of Class A common stock for an aggregate purchase price equal to $1,239,000,000;

“PIPE Investors” are to the Cote PIPE Investor and the GS ESC PIPE Investor and certain other “accredited investors” (as defined in Rule 501 under the Securities Act), and their permitted transferees, that subscribed for and purchased shares of Class A common stock in the PIPE Investment;

“PIPE Shares” are to the 123,900,000 shares of Class A common stock that were issued to the PIPE Investors in connection with the PIPE Investment;

“Platinum” are to Platinum Equity Capital Partners III, L.P., Platinum Equity Capital Partners IV, L.P. and certain of their affiliates who beneficially own shares of our Class A common stock;

“Platinum Advisors” are to Platinum Equity Advisors, LLC, an affiliate of Platinum;

“Platinum Equity” are to Platinum Equity, LLC, its sponsored funds and affiliated private equity vehicles;

“Prior Asset-Based Revolving Credit Facility” are to the Asset-Based Revolving Credit Facility prior to entering into Amendment No. 5 thereto on March 2, 2020 in connection with the refinancing transactions;

“Prior Notes” are to the 2022 Senior Notes, 2024 Senior Notes and 2024 Senior Secured Notes, all of which were redeemed on March 2, 2020;

“Prior Term Loan Facility” are to that certain Term Loan Credit Agreement, by and among¸ inter alia, Vertiv Group Intermediate, Vertiv Group, as borrower, various financial institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, amended and restated, modified or supplemented from time to time, which was repaid in full and terminated on March 2, 2020 in connection with the refinancing transactions;

“private placement warrants” are to the 10,533,333 warrants that were initially issued to Sponsor in a private placement simultaneously with the closing of the IPO;

“public shares” are to the shares of Class A common stock (including those that underlie the units) that were initially offered and sold by GSAH in its IPO;

“public stockholders” are to the holders of the public shares (including certain of the Initial Stockholders provided that each of their status as a “public stockholder” shall only exist with respect to such public shares);

“public warrants” are to the redeemable warrants (including those that underlie the units) that were initially offered and sold by GSAH in its IPO;

“RRA Parties” are to the Initial Stockholders, Vertiv Stockholder, GS ESC PIPE Investor, Cote PIPE Investor and certain other PIPE Investors party to the Amended and Restated Registration Rights Agreement;

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

“SEC” are to the U.S. Securities and Exchange Commission;

“Second Merger Sub” are to Crew Merger Sub II LLC, a Delaware limited liability company and our direct, wholly-owned subsidiary, which was renamed “Vertiv Holdings, LLC” in connection with the Business Combination;

“Securities Act” are to the Securities Act of 1933, as amended;

“Selling Holders” are to the selling holders identified in this prospectus and the pledgees, donees, transferees, assignees, successors and others who later come to hold any of the Selling Holders’ interest in

 

vii

 

the shares of Class A common stock, warrants and/or units, as applicable, after the date of this prospectus such that registration rights shall apply to those securities;

“Senior Secured Credit Facilities” are to the Term Loan Facility and the Asset-Based Revolving Credit Facility, collectively;

“Separation” are to the transaction pursuant to which Vertiv Group and certain of its affiliates acquired the assets and liabilities associated with the business, operations, products, services and activities of Vertiv Predecessor;

“Sponsor” are to GS DC Sponsor I LLC, a Delaware limited liability company, which dissolved on February 7, 2020 and distributed its 17,145,000 founder shares and 10,533,333 private placement warrants to the Sponsor Members; provided that, following the dissolution of Sponsor, “Sponsor” shall include the Sponsor Members as successors-in-interest to Sponsor;

“Sponsor Lock-up Period” are to, in the case of the founder shares, the period ending on the earlier of (1) February 7, 2021 and (2) (a) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing on or after July 6, 2020, or (b) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property;

“Sponsor Members” are to the GS Sponsor Member and the Cote Sponsor Member, the two members of Sponsor prior to its dissolution;

“Stockholders Agreement” are to that certain Stockholders’ Agreement, dated as of February 7, 2020, by and among the Company, the Sponsor Members and the Vertiv Stockholder;

“Stock Consideration” are to the shares of Class A common stock issued to the Vertiv Stockholder as stock consideration pursuant to the transactions contemplated by the Merger Agreement;

“Stock Consideration Shares” are to the 118,261,955 shares of Class A common stock issued to the Vertiv Stockholder at the closing of the Business Combination as Stock Consideration;

“Subscribing Vertiv Executives” are to certain executive officers of the Company that purchased PIPE Shares;

“Subscription Agreements” are to, collectively, those certain subscription agreements entered into between GSAH and each of the PIPE Investors;

“Tax Receivable Agreement” are to that certain Tax Receivable Agreement entered into at the closing of the Business Combination by the Company and the Vertiv Stockholder;

“Term Loan Facility” are to that certain Term Loan Credit Agreement, dated as of March 2, 2020, by and among, inter alia, Vertiv Group Intermediate, Vertiv Group, as borrower, various financial institutions from time to time party thereto, as lenders, and Citibank, N.A., as administrative agent, as amended, amended and restated, modified or supplemented from time to time;

“transfer agent” are to Computershare Trust Company, N.A. (“Computershare”);

“trust account” are to the trust account of GSAH that held proceeds from its IPO and the sale of the private placement warrants;

“trustee” are to Wilmington Trust, N.A.;

“units” are to the units of the Company, each unit representing one share of Class A common stock and one-third of one redeemable warrant to acquire one share of Class A common stock, that were initially offered and sold by GSAH in its IPO (less the number of units that have been separated into the underlying public shares and underlying public warrants upon the request of the holder thereof);

“Vertiv” are to Vertiv Holdings, together with its subsidiaries, including Vertiv Holding Corporation;

 

viii

 

“Vertiv Group” are to Vertiv Group Corporation, the principal operating subsidiary of the Company;

“Vertiv Group Intermediate” are to Vertiv Intermediate Holding II Corporation;

“Vertiv Holdco” are to Vertiv Intermediate Holding Corporation;

“Vertiv Holding Corporation” are to Vertiv Holding Corporation, a Delaware corporation;

“Vertiv Holdings” are to Vertiv Holdings, LLC, a Delaware limited liability company and the direct parent of Vertiv Holding Corporation;

“Vertiv Predecessor” are to the Network Power business previously owned by Emerson Electric Co. and the predecessor of Vertiv Group for accounting purposes;

“Vertiv Stockholder” are to VPE Holdings, LLC; and

“warrants” are to public warrants and private placement warrants.

Unless otherwise stated in this prospectus or as the context otherwise requires, all references in this prospectus to Class A common stock or warrants include such securities underlying the units.

 

ix

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, capital structure, dividends, indebtedness, 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 prospectus, 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 the Company 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, the Company’s management.

The forward-looking statements contained in this prospectus supplement are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’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 factors relating to the business, operations and financial performance of the Company and its subsidiaries, including: global economic weakness and uncertainty; risks relating to the continued growth of the Company’s customers’ markets; failure to meet or anticipate technology changes; the unpredictability of the Company’s future operational results; disruption of the Company’s customers’ orders or the Company’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 the Company’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, the Company’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 the Company’s backlog of orders and contracts; changes to tax law; ongoing tax audits; risks associated with future legislation and regulation of the Company’s customers’ markets both in the United States and abroad; costs or liabilities associated with product liability; the Company’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of the Company’s insurance coverage; a failure to benefit from future acquisitions; failure to realize the value of goodwill and intangible assets; the global scope of the Company’s operations; risks associated with the Company’s sales and operations in emerging markets; exposure to fluctuations in foreign currency exchange rates; the Company’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; the Company’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 the COVID-19 pandemic; risks associated with the Company’s limited history of operating as an independent company; and net losses in future periods; and other risks and uncertainties indicated in this prospectus supplement and the accompanying prospectus, including those under the heading “Risk Factors,” and that may be set forth in any applicable prospectus supplement under any similar caption. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

 

x

 

Forward-looking statements included in this prospectus speak only as of the date of this prospectus or any earlier date specified for such statements. The Company 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.

 

xi

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

​

​

​

Successor

​

​

​

Predecessor

​

(in millions except per share data)

​

​

Six months ended June 30, 2020

​

​

Six months ended June 30, 2019

​

​

Year ended December 31, 2019

​

​

Year ended December 31, 2018

​

​

Year ended December 31, 2017

​

​

One month ended December 31, 2016

​

​

​

Two months ended November 30, 2016

​

​

Year ended September 30, 2016

​

​

Year ended September 30, 2015

​

Consolidated and Combined Statement of Earnings Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net sales

​

​

​

$

1,903.0

​

​

​

​

$

2,188.9

​

​

​

​

$

4,431.2

​

​

​

​

$

4,285.6

​

​

​

​

$

3,879.4

​

​

​

​

$

301.7

​

​

​

​

​

$

566.2

​

​

​

​

$

3,943.5

​

​

​

​

$

4,025.1

​

​

Costs and expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of sales

​

​

​

​

1,269.6

​

​

​

​

​

1,474.6

​

​

​

​

​

2,978.2

​

​

​

​

​

2,865.2

​

​

​

​

​

2,566.8

​

​

​

​

​

240.3

​

​

​

​

​

​

369.3

​

​

​

​

​

2,532.6

​

​

​

​

​

2,669.1

​

​

Selling, General and administrative expenses

​

​

​

​

491.2

​

​

​

​

​

549.7

​

​

​

​

​

1,100.8

​

​

​

​

​

1,223.8

​

​

​

​

​

1,086.0

​

​

​

​

​

162.3

​

​

​

​

​

​

164.3

​

​

​

​

​

980.8

​

​

​

​

​

1,009.7

​

​

Goodwill impairment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

​

—

​

​

​

​

​

57.0

​

​

​

​

​

154.0

​

​

Loss on extinguishment of debt(1)

​

​

​

​

174.0

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Other deductions, net

​

​

​

​

83.8

​

​

​

​

​

67.0

​

​

​

​

​

146.1

​

​

​

​

​

178.8

​

​

​

​

​

254.4

​

​

​

​

​

42.5

​

​

​

​

​

​

14.7

​

​

​

​

​

125.9

​

​

​

​

​

208.0

​

​

Interest expense (income)

​

​

​

​

99.1

​

​

​

​

​

156.4

​

​

​

​

​

310.4

​

​

​

​

​

288.8

​

​

​

​

​

379.3

​

​

​

​

​

27.8

​

​

​

​

​

​

0.3

​

​

​

​

​

(3.5)

​

​

​

​

​

(3.8)

​

​

Earnings (loss) from continuing operations before income taxes

​

​

​

​

(214.7)

​

​

​

​

​

(58.8)

​

​

​

​

​

(104.3)

​

​

​

​

​

(271.0)

​

​

​

​

​

(407.1)

​

​

​

​

​

(171.2)

​

​

​

​

​

​

17.6

​

​

​

​

​

250.7

​

​

​

​

​

(11.9)

​

​

Income tax expense (benefit)

​

​

​

​

28.0

​

​

​

​

​

34.5

​

​

​

​

​

36.5

​

​

​

​

​

49.9

​

​

​

​

​

(19.7)

​

​

​

​

​

(4.3)

​

​

​

​

​

​

24.3

​

​

​

​

​

140.1

​

​

​

​

​

100.3

​

​

Earnings (loss) from continuing operations

​

​

​

​

(242.7)

​

​

​

​

​

(93.3)

​

​

​

​

​

(140.8)

​

​

​

​

​

(320.9)

​

​

​

​

​

(387.4)

​

​

​

​

​

(166.9)

​

​

​

​

​

​

(6.7)

​

​

​

​

​

110.6

​

​

​

​

​

(112.2)

​

​

Earnings (loss) from discontinued operations, net of income taxes

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

6.9

​

​

​

​

​

17.8

​

​

​

​

​

(4.3)

​

​

​

​

​

​

7.2

​

​

​

​

​

47.1

​

​

​

​

​

50.4

​

​

Net earnings (loss)

​

​

​

$

(242.7)

​

​

​

​

$

(93.3)

​

​

​

​

$

(140.8)

​

​

​

​

$

(314.0)

​

​

​

​

$

(369.6)

​

​

​

​

$

(171.2)

​

​

​

​

​

$

0.5

​

​

​

​

$

157.7

​

​

​

​

$

(61.8)

​

​

Earnings (loss) per share (basic and diluted)

​

​

​

$

(0.85)

​

​

​

​

$

(0.79)

​

​

​

​

$

(1.19)

​

​

​

​

$

(2.66)

​

​

​

​

$

(3.13)

​

​

​

​

$

(1.45)

​

​

​

​

​

$

0.00

​

​

​

​

$

1.33

​

​

​

​

$

(0.52)

​

​

9

 

​

​

​

Successor

​

​

​

Predecessor

​

(in millions)

​

​

Six months ended June 30, 2020

​

​

Six months ended June 30, 2019

​

​

Year ended December 31, 2019

​

​

Year ended December 31, 2018

​

​

Year ended December 31, 2017

​

​

One month ended December 31, 2016

​

​

​

Two months ended November 30, 2016

​

​

Year ended September 30, 2016

​

​

Year ended September 30, 2015

​

Consolidated and Combined Cash Flow Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by (used for) operating activities

​

​

​

$

(121.7)

​

​

​

​

$

(81.6)

​

​

​

​

$

57.5

​

​

​

​

$

(221.9)

​

​

​

​

$

(49.6)

​

​

​

​

$

59.8

​

​

​

​

​

$

(37.2)

​

​

​

​

$

370.2

​

​

​

​

$

340.5

​

​

Net cash provided by (used for) investing activities

​

​

​

​

(19.4)

​

​

​

​

​

(28.6)

​

​

​

​

​

(65.3)

​

​

​

​

​

(207.7)

​

​

​

​

​

1,058.1

​

​

​

​

​

(3,925.2)

​

​

​

​

​

​

(10.5)

​

​

​

​

​

(30.2)

​

​

​

​

​

(46.4)

​

​

Net cash provided by (used for) financing activities

​

​

​

​

293.5

​

​

​

​

​

4.9

​

​

​

​

​

14.8

​

​

​

​

​

245.1

​

​

​

​

​

(874.1)

​

​

​

​

​

4,106.6

​

​

​

​

​

​

(136.8)

​

​

​

​

​

(199.1)

​

​

​

​

​

(292.9)

​

​

Purchase of property, plant and equipment

​

​

​

​

(13.2)

​

​

​

​

​

(23.0)

​

​

​

​

​

(47.6)

​

​

​

​

​

(64.6)

​

​

​

​

​

(36.7)

​

​

​

​

​

(4.7)

​

​

​

​

​

​

(8.5)

​

​

​

​

​

(34.0)

​

​

​

​

​

(44.9)

​

​

Consolidated and Combined Balance Sheet Data (at end of period):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

​

​

$

369.7

​

​

​

​

$

110.1

​

​

​

​

$

223.5

​

​

​

​

$

215.1

​

​

​

​

$

388.0

​

​

​

​

$

249.6

​

​

​

​

​

$

92.3

​

​

​

​

$

272.0

​

​

​

​

$

131.6

​

​

Working capital(2)

​

​

​

​

762.7

​

​

​

​

​

434.3

​

​

​

​

​

497.7

​

​

​

​

​

488.9

​

​

​

​

​

539.2

​

​

​

​

​

444.1

​

​

​

​

​

​

456.8

​

​

​

​

​

585.4

​

​

​

​

​

507.1

​

​

Total current assets

​

​

​

​

2,203.2

​

​

​

​

​

1,992.6

​

​

​

​

​

2,017.4

​

​

​

​

​

2,095.3

​

​

​

​

​

1,988.1

​

​

​

​

​

1,935.9

​

​

​

​

​

​

1,805.9

​

​

​

​

​

1,989.1

​

​

​

​

​

1,812.2

​

​

Property, plant and equipment, net

​

​

​

​

407.1

​

​

​

​

​

430.1

​

​

​

​

​

428.2

​

​

​

​

​

441.7

​

​

​

​

​

462.8

​

​

​

​

​

444.5

​

​

​

​

​

​

299.7

​

​

​

​

​

308.1

​

​

​

​

​

331.1

​

​

Total assets

​

​

​

​

4,729.9

​

​

​

​

​

4,727.4

​

​

​

​

​

4,657.4

​

​

​

​

​

4,794.4

​

​

​

​

​

4,808.5

​

​

​

​

​

5,859.3

​

​

​

​

​

​

4,456.7

​

​

​

​

​

4,709.0

​

​

​

​

​

4,745.9

​

​

Total equity

​

​

​

​

350.9

​

​

​

​

​

(638.2)

​

​

​

​

​

(704.8)

​

​

​

​

​

(540.3)

​

​

​

​

​

(129.6)

​

​

​

​

​

1,120.0

​

​

​

​

​

​

2,858.1

​

​

​

​

​

3,068.3

​

​

​

​

​

3,162.4

​

​

Total debt

​

​

​

​

2,409.0

​

​

​

​

​

3,445.8

​

​

​

​

​

3,467.3

​

​

​

​

​

3,427.8

​

​

​

​

​

3,159.6

​

​

​

​

​

2,916.1

​

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​