Item 1.01 Entry into a Material Definitive Agreement.
On December 10, 2019, GS Acquisition Holdings Corp, a Delaware corporation (the
"Company"), announced that it entered into an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of December 10, 2019, by and among the Company,
Crew Merger Sub I LLC, a Delaware limited liability company and a direct,
wholly-owned subsidiary of the Company ("First Merger Sub"), Crew Merger Sub II
LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary
of the Company ("Second Merger Sub"), Vertiv Holdings, LLC, a Delaware limited
liability company ("Vertiv Holdings"), and VPE Holdings, LLC, a Delaware limited
liability company (the "Vertiv Stockholder"), which provides for, among other
things: (a) the merger of First Merger Sub with and into Vertiv Holdings, with
Vertiv Holdings continuing as the surviving entity (the "First Merger"); and
(b) 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 (the
"Second Merger" and, together with the First Merger, the "Mergers" and,
collectively with the other transactions contemplated by the Merger Agreement,
the "Business Combination").
Subject to the terms of the Merger Agreement and adjustments set forth therein,
the merger consideration to be paid in connection with the Business Combination
is $5.095 billion, which amount will be: (i) increased by the amount of cash
held by Vertiv Holdings and its subsidiaries as of the closing of the Business
Combination; (ii) decreased by the amount of Vertiv Holdings' outstanding
indebtedness; (iii) decreased by the aggregate amount of certain transaction
expenses incurred by Vertiv Holdings or its subsidiaries to the extent unpaid as
of the date of the closing of the Business Combination; and (iv) decreased by an
amount equal to the lesser of (a) 50% of the cost of any representation and
warranty insurance policy bound and issued in connection with the Business
Combination and (b) $2,500,000 (collectively, the "Purchase Price"). The
aforementioned consideration to be paid to the Vertiv Stockholder will be a
combination of $415,000,000 in cash (subject to adjustment) and shares of
Class A common stock of the Company.
On December 10, 2019, concurrently with the execution of the Merger Agreement,
the Company also announced that it entered into subscription agreements with
certain investors (collectively, the "PIPE Investors") pursuant to, and on the
terms and subject to the conditions of which, the PIPE Investors have
collectively subscribed for 123,900,000 shares of the Company's Class A common
stock for an aggregate purchase price equal to $1,239,000,000 (the "PIPE
Investment"), a portion of which is expected to be funded by one or more
affiliates of GS DC Sponsor I LLC, the Company's sponsor. The PIPE Investment
will be consummated substantially concurrently with the closing of the Business
Combination.
At the closing of the Business Combination, the Company will enter into a tax
receivable agreement with the Vertiv Stockholder (the "Tax Receivable
Agreement"). The Tax Receivable Agreement will generally provide for the payment
by the Company to the Vertiv Stockholder of 65% of the cash tax savings realized
(or deemed realized) in periods after the closing of the Business Combination as
a result of certain pre-existing tax assets and attributes of Vertiv Holdings
and its subsidiaries. The Company expects to retain the benefit of the remaining
35% of these cash tax savings.
A copy of the Merger Agreement, the form of the subscription agreements and the
form of Tax Receivable Agreement will be filed by amendment on Form 8-K/A to
this Current Report within four business days of the date hereof as Exhibit 2.1,
Exhibit 10.1 and Exhibit 10.2, respectively, and the foregoing description of
each of the Merger Agreement, the subscription agreements and the Tax Receivable
Agreement is qualified in its entirety by reference thereto.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
(this "Current Report") is incorporated by reference herein. The shares of
Class A common stock to be issued in connection with the Merger Agreement and
the transactions contemplated thereby, including the First Merger and the PIPE
Investment, will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), and will be issued in reliance on the exemption from
registration requirements thereof provided by Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder as a transaction by an issuer not
involving a public offering.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and
Exhibit 99.3, is furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liabilities under that section, and shall not be
deemed to be incorporated by reference into the filings of the Company under the
Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings.
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On December 10, 2019, the Company and Vertiv Holdings issued a joint press
release announcing the execution of the Merger Agreement and the transactions
contemplated thereby. The press release is furnished as Exhibit 99.1 to this
Current Report.
An investor presentation for use by the Company with certain of its shareholders
and other persons with respect to the Business Combination is furnished as
Exhibit 99.2 to this Current Report.
An investor presentation for use by the Company during a live conference call
for investors and analysts to be held on December 10, 2019 at 10:30 a.m. Eastern
Time is furnished as Exhibit 99.3 to this Current Report.
Forward-Looking Statements
This Current Report contains "forward-looking statements" within the meaning of
The Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, without limitation, statements regarding the estimated future financial
performance, financial position and financial impacts of the potential
transaction, the satisfaction of closing conditions to the potential transaction
and the private placement, the level of redemptions by the Company's public
stockholders and purchase price adjustments in connection with the potential
transaction, the timing of the completion of the potential transaction, the
anticipated pro forma enterprise value and Adjusted EBITDA of the combined
company following the potential transaction, anticipated ownership percentages
of the combined company's stockholders following the potential transaction, and
the business strategy, plans and objectives of management for future operations,
including as they relate to the potential transaction. Such statements can be
identified by the fact that they do not relate strictly to historical or current
facts. When used in this Current Report, words such as "pro forma,"
"anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"strive," "would" and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not
forward-looking. When the Company discusses its strategies or plans, including
as they relate to the potential transaction, it is making projections, forecasts
and forward-looking statements. Such statements are based on the beliefs of, as
well as assumptions made by and information currently available to, the
Company's management.
These forward-looking statements involve significant risk and uncertainties that
could cause the actual results to differ materially from the expected results.
Most of these factors are outside the Company's and Vertiv Holdings' control and
are difficult to predict. Factors that may cause such differences include, but
are not limited to: (1) the Company's ability to complete the potential
transaction or, if the Company does not complete the potential transaction, any
other initial business combination; (2) satisfaction or waiver (if applicable)
of the conditions to the potential transaction, including with respect to the
approval of the stockholders of the Company; (3) the ability to maintain the
listing of the combined company's securities on the New York Stock Exchange;
(4) the inability to complete the private placement; (5) the risk that the
proposed transaction disrupts current plans and operations of the Company or
Vertiv Holdings as a result of the announcement and consummation of the
transaction described herein; (6) the ability to recognize the anticipated
benefits of the proposed transaction, which may be affected by, among other
things, competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and suppliers and
retain its management and key employees; (7) costs related to the proposed
transaction; (8) changes in applicable laws or regulations and delays in
obtaining, adverse conditions contained in, or the inability to obtain necessary
regulatory approvals required to complete the potential transaction; (9) the
possibility that the Company and Vertiv Holdings may be adversely affected by
other economic, business, and/or competitive factors; (10) the outcome of any
legal proceedings that may be instituted against the Company, Vertiv Holdings or
any of their respective directors or officers, following the announcement of the
potential transaction; (11) the failure to realize anticipated pro forma results
and underlying assumptions, including with respect to estimated stockholder
redemptions and purchase price and other adjustments; and (12) other risks and
uncertainties indicated from time to time in the preliminary proxy statement of
the Company, including those under "Risk Factors" therein, and other documents
filed or to be filed with the Securities and Exchange Commission ("SEC") by the
Company.
Forward-looking statements included in this Current Report speak only as of the
date of this Current Report. Neither the Company nor Vertiv Holdings undertakes
any obligation to update its forward-looking statements to reflect events or
circumstances after the date of this Current Report. Additional risks and
uncertainties are identified and discussed in the Company's reports filed with
the SEC and available at the SEC's website at http://www.sec.gov.
Additional Information about the Transaction and Where to Find It
The Company intends to file with the SEC a preliminary proxy statement in
connection with the business combination and will mail a definitive proxy
statement and other relevant documents to its stockholders. The definitive proxy
statement will contain important information about the business combination and
the other matters to be voted upon at a special meeting of the
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stockholders to be held to approve the business combination and other matters,
and is not intended to provide the basis for any investment decision or any
other decision in respect of such matters. The Company's stockholders and other
interested persons are advised to read, when available, the preliminary proxy
statement, the amendments thereto, and the definitive proxy statement in
connection with the Company's solicitation of proxies for such special meeting,
as these materials will contain important information about the Company, Vertiv
Holdings and the business combination. The definitive proxy statement will be
mailed to the stockholders of the Company as of a record date to be established
for voting on the business combination and the other matters to be voted upon at
the special meeting. The Company's stockholders will also be able to obtain
copies of the proxy statement, without charge, once available, at the SEC's
website at http://www.sec.gov, or by directing a request to:
IR-GSacquisition@gs.com.
Participants in the Solicitation
The Company and its directors and officers may be deemed participants in the
solicitation of proxies of the Company's stockholders in connection with the
business combination. The Company's stockholders and other interested persons
may obtain, without charge, more detailed information regarding the directors
and officers of the Company in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, which was filed with the SEC on March 13,
2019.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of the Company's stockholders in
connection with the business combination and other matters to be voted upon at
the special meeting will be set forth in the proxy statement for the business
combination when available. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the business
combination will be included in the proxy statement that the Company intends to
file with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Joint Press Release, dated as of December 10, 2019.
99.2 Investor Presentation of the Company, dated as of December 10, 2019.
99.3 Investor Call Presentation of the Company, dated as of December 10,
2019.
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