Item 8.01 Other Events.
The Company's Current Report on Form 8-K filed on December 10, 2019 disclosed
that following the consummation of the Business Combination, Vertiv would be
favorably positioned to explore future financing options to further optimize its
capital structure. On January 31, 2020, Vertiv commenced a process to refinance
its existing term loan credit facility and amend and extend its existing
asset-based revolving credit facility. The proposed refinancing transaction is
expected to reduce Vertiv's debt service requirements and leverage and extend
the maturity profile of its indebtedness. It is anticipated that the proposed
refinancing transaction will close during the first quarter of 2020 following
the Business Combination. As the terms of the proposed refinancing transaction
have not been finalized, the structure, timing and anticipated impact are
subject to change.
Forward-Looking Statements
This Current Report on Form 8-K (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 consummation of the Business Combination
and Vertiv's proposed refinancing transactions. 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 strategies or plans, including as
they relate to the Business Combination or the proposed refinancing 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's 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 Business Combination
and related transactions or, if the Company does not complete the Business
Combination, any other initial business combination; (2) satisfaction or waiver
(if applicable) of the conditions to the Business Combination, 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 of Vertiv to complete the proposed refinancing
transaction on the anticipated timeframe or terms, or with the expected benefits
or at all; (5) the risk that the Business Combination or the proposed
refinancing transaction disrupt current plans and operations of the Company or
Vertiv; (6) the ability to recognize the anticipated benefits of the Business
Combination or the proposed refinancing 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 Business
Combination or the proposed refinancing 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
Business Combination; (9) the possibility that the Company and Vertiv 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 or any of their respective directors or officers; (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 Definitive Proxy Statement (as defined below), including
those under "Risk Factors" therein, and other documents filed or to be filed
with the SEC by the Company.
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Forward-looking statements included in this Current Report speak only as of the
date of this Current Report. Neither the Company nor Vertiv 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 filed a definitive proxy statement with the SEC on January 17, 2019
(the "Definitive Proxy Statement") in connection with the Business Combination
and has mailed the Definitive Proxy Statement, and will mail other relevant
documents, if any, to its stockholders as of the Record Date (as defined below).
The Definitive Proxy Statement contains important information about the Business
Combination and the other matters to be voted upon at a special meeting of the
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 the Definitive Proxy Statement carefully
and in its entirely as it contains important information about the Company,
Vertiv and the Business Combination. The Definitive Proxy Statement has been
mailed to the stockholders of the Company as of January 16, 2020, the record
date established for voting on the Business Combination and the other matters to
be voted upon at the special meeting (the "Record Date"). The Company's
stockholders are able to obtain copies of the Definitive Proxy Statement,
without charge, at the SEC's website at http://www.sec.gov, or by directing a
request to: IR-GSacquisition@gs.com.
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