0001674101FALSE00016741012022-06-152022-06-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2022
VERTIV HOLDINGS CO
Exact name of registrant as specified in its charter
Delaware001-3851881-2376902
(State or other Jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
1050 Dearborn Drive, Columbus, Ohio 43085
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 614-888-0246
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par value per shareVRTNew York Stock Exchange
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
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 pursuant to Section 13(a) of the Exchange Act. ☐



Item 1.01 Entry into a Material Definitive Agreement.
On December 10, 2019, in connection with the closing of the business combination between Vertiv Holdings, LLC and GS Acquisition Holdings Corp, now known as Vertiv Holdings Co (the “Company”), the Company entered into a Tax Receivable Agreement (the “Prior Agreement”) with VPE Holdings, LLC (the “Stockholder”). Under the Prior Agreement, the Company generally agreed to pay the Stockholder 65% of the cash tax savings in U.S. federal, state, local and certain foreign taxes that the Company actually realized (or was deemed to realize) in periods after the closing of the business combination as a result of (i) increases in the tax basis of certain intangible assets of the Company resulting from certain pre-closing acquisitions, (ii) certain U.S. federal income tax credits for increasing research activities and (iii) tax deductions in respect of certain business combination expenses.
On December 31, 2021 (the “Effective Date”), the Company and the Stockholder entered into that certain TRA Repurchase Agreement, pursuant to which the parties agreed to amend and supplement the Prior Agreement to replace the Company’s remaining payment obligations under the Prior Agreement with an obligation to pay $100 million in cash in two equal installments. Following the Effective Date, no payments under the Prior Agreement will be made or owed by the Company to the Stockholder, except for the installment payments (and any accrued interest thereon). The first installment payment will be due on or before June 15, 2022, and the second installment payment will be due on or before September 15, 2022.
On June 15, 2022, the Company and the Stockholder entered into that certain Amendment No. 1 to TRA Repurchase Agreement (the “Amendment”), pursuant to which the parties agreed to amend the installment payment schedule to three installment payments, whereby the first installment payment of $12.5 million will be due on or before June 15, 2022, the second installment payment of $12.5 million will be due on or before September 15, 2022 and the third installment payment of $75 million will be due on or before November 30, 2022 (each, an “Installment Payment”). The parties further agreed pursuant to the Amendment that if an Installment Payment is not timely made, the Company shall immediately pay to the Stockholder, as an addition to the due and owing Installment Payment, an amount equal to ten percent (10%) of the amount of the Installment Payment not timely paid.
As of April 13, 2022, the Stockholder beneficially owned 37,955,215 shares of the Company’s Class A common stock, representing approximately 10% of the Company’s outstanding Class A common stock. In accordance with the Company’s Related Person Transactions Policy, the Amendment and the transactions contemplated thereby were reviewed and approved by the Audit Committee of the Board of Directors of the Company.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 (d) Financial Statements and Exhibits
Exhibit No.Exhibit Description
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 15, 2022
Vertiv Holdings Co
/s/ David Fallon
Name: David Fallon
Title: Chief Financial Officer
Exhibit 10.1
AMENDMENT NO. 1
to
TRA REPURCHASE AGREEMENT
This AMENDMENT NO. 1 to TRA REPURCHASE AGREEMENT (this “Amendment”), dated as of June 15, 2022 (the “Effective Date”), is hereby entered into by and between Vertiv Holdings Co, a Delaware corporation (the “Corporate Taxpayer”), and VPE Holdings, LLC, a Delaware limited liability company (the “Stockholder” and, together with the Corporate Taxpayer, collectively, the “Parties”), with reference to that certain TRA Repurchase Agreement, dated as of December 31, 2021, by and between the Corporate Taxpayer and the Stockholder (the “TRA Repurchase Agreement”). Capitalized terms used in this Agreement that are not defined herein have the meanings assigned to such terms in the TRA Repurchase Agreement (including as the TRA Repurchase Agreement defines such capitalized terms by reference to the Tax Receivable Agreement and the Merger Agreement (as defined therein)).
For good and valuable consideration, including the covenants and agreements herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
Section 1.Amendments to TRA Repurchase Agreement.
1.1.Section 1 (“Repurchase and Termination”) of the TRA Repurchase Agreement is hereby amended to delete the phrase “the First Installment Payment and Second Installment Payment (each as defined below)” appearing in such Section and to replace it with the phrase “the Installment Payments (as defined below)”.
1.2.The first sentence of Section 2 (“Repurchase Price”) of the TRA Repurchase Agreement is hereby amended and restated to read as follows:
“As consideration for the termination of the Tax Receivable Agreement, the Corporate Taxpayer shall pay to the Stockholder One Hundred Million Dollars ($100,000,000.00) (the “Repurchase Price”), of which (a) $12.5 million (the “First Installment Payment”) shall be due and payable on or prior to 11:00 am, eastern time, on Wednesday, June 15, 2022 (the “First Installment Payment Date”), (b) $12.5 million (the “Second Installment Payment”) shall be due and payable on or prior to 11:00 am, eastern time, on Thursday, September 15, 2022 (the “Second Installment Payment Date”), and (c) $75 million (the “Third Installment Payment” and, together with the First Installment Payment and the Second Installment Payment, each an “Installment Payment” and together, the “Installment Payments”) shall be due and payable on or prior to 11:00 am, eastern time, on Wednesday, November 30, 2022 (the “Third Installment Payment Date” and, together with the First Installment Payment Date and the Second Installment Payment Date, each a “Payment Date”).”
1.3.Two new sentences are hereby added to the end of Section 2 (“Repurchase Price”) of the TRA Repurchase Agreement to read as follows:
“If an Installment Payment is not timely made on a Payment Date, then, in addition to any other rights or remedies that may be available to the Stockholder under this Agreement or applicable Law, the Corporate Taxpayer shall immediately pay to the Stockholder, as an addition to the due and owing Installment Payment, an amount equal to ten percent (10%) of the amount of the Installment Payment not timely paid (the “Additional Installment Payment”). The Additional Installment Payment is intended by the Parties to be a payment made in respect of the Tax Receivable Agreement, and as such additional TRA Rights, and notwithstanding anything herein to the contrary, the Parties shall treat the payment of the Additional Installment Payment (if any) as constituting part of the Total Consideration for all applicable Tax purposes, including for U.S. federal income tax purposes, unless, and then to the extent, otherwise required by a Determination.”
Section 2.Effect of Amendment. Except as specifically amended by this Amendment, the terms and conditions of the TRA Repurchase Agreement shall remain unmodified and in full force and effect. In the event of any inconsistencies between the terms of this Amendment and any terms of the TRA Repurchase Agreement, the terms of this Amendment shall govern and prevail. Upon the effectiveness of this Amendment,


each reference (i) in the TRA Repurchase Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to the TRA Repurchase Agreement shall mean and refer to the TRA Repurchase Agreement as amended by this Amendment, and (ii) in any other related document or instrument to the “TRA Repurchase Agreement,” “thereunder,” “therein,” “thereof” or words of like import referring to the TRA Repurchase Agreement shall mean and refer to the TRA Repurchase Agreement as amended by this Amendment.
Section 3.Representations and Warranties.
3.1.The Corporate Taxpayer has the power and authority to enter into this Amendment and to carry out its obligations hereunder. This Amendment has been duly authorized by at least a majority of the disinterested members of the Board, and has been duly executed and delivered by the Corporate Taxpayer. The Installment Payments and the Additional Installment Payment (if any) are permitted payments under the terms of all Senior Obligations. The execution, delivery and performance of this Amendment do not require the Corporate Taxpayer to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any Law applicable to the Corporate Taxpayer or other governing documents or any agreement or instrument to which the Corporate Taxpayer is a party or by which such party is bound. This Amendment is valid, binding and enforceable against the Corporate Taxpayer in accordance with its terms.
3.2.The Stockholder has the power and authority to enter into this Amendment and to carry out its obligations hereunder. This Amendment has been duly authorized, and has been duly executed and delivered, by the Stockholder. The execution, delivery and performance of this Amendment do not require the Stockholder to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any Law applicable to the Stockholder or other governing documents or any agreement or instrument to which the Stockholder is a party or by which such party is bound. This Amendment is valid, binding and enforceable against the Stockholder in accordance with its terms.
Section 4.Miscellaneous. The provisions of Section 8 (Miscellaneous) of the TRA Repurchase Agreement are incorporated herein by reference as if set forth herein in their entirety, mutatis mutandis.
[Signature page follows]
2

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written above.

CORPORATE TAXPAYER:
VERTIV HOLDINGS CO
By:/s/ Rob Johnson
Name: Rob Johnson
Title: Chief Executive Officer

STOCKHOLDER:
VPE HOLDINGS, LLC
By:/s/ Mary Ann Sigler
Name: Mary Ann Sigler
Title: President