VERTIV HOLDINGS CO 
Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Registration Rights Agreement
On the Closing Date, in connection with the consummation of the Business
Combination, the Company entered into the Amended and Restated Registration
Rights Agreement (the "Amended and Restated Registration Rights Agreement") with
The above description of the Amended and Restated Registration Rights Agreement, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated Registration Rights Agreement, which is included as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
Stockholders Agreement
On the Closing Date, in connection with the consummation of the Business
Combination, the Company,
The above description of the Stockholders Agreement, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Stockholders Agreement, which is included as Exhibit 10.3 to this Current Report and is incorporated herein by reference.
Tax Receivable Agreement
On the Closing Date, in connection with the consummation of the Business Combination, the Company entered into the Tax Receivable Agreement (the "Tax Receivable Agreement") with the Vertiv Stockholder. The material terms of the Tax Receivable Agreement are described in the section of the Proxy Statement entitled "Proposal No. 1-Approval of the Business Combination-Related Agreements-Tax Receivable Agreement" beginning on page 144, which is incorporated herein by reference.
The above description of the Tax Receivable Agreement, including the description in the Proxy Statement referenced above, does not purport to be complete and is qualified in its entirety by the full text of the Tax Receivable Agreement, which is included as Exhibit 10.4 to this Current Report and is incorporated herein by reference.
Incentive Plan
On the Closing Date, in connection with the consummation of the Business . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Current Report contains and incorporates by reference statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, capital structure, 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 Current Report, 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 or incorporated by reference in this
Current Report 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: (1) the benefits of the
Business Combination; (2) the future financial performance of the Company
following the Business Combination; (3) the ability to maintain the listing of
the Company's securities on the
Item 3.02 Unregistered Sales of
The description of the Stock Consideration set forth in the "Introductory Note"
above is incorporated herein by reference. The shares of Class A common stock
issued in connection with the Merger Agreement and the transactions contemplated
thereby, including the First Merger and the
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Item 3.03 Material Modification to Rights of Security Holders.
On the Closing Date, in connection with the consummation of the Business
Combination, the Company filed the Second Amended and Restated Certificate of
Incorporation (the "A&R Certificate") with the Secretary of State of the
In addition, in connection with the consummation of the Business Combination, the Company also amended and restated its bylaws (the "Amended and Restated Bylaws"). A copy of the Amended and Restated Bylaws is included as Exhibit 3.2 to this Current Report and is incorporated herein by reference.
Item 5.01 Changes in Control of the Registrant.
The information set forth in the "Introductory Note" above and in Item 2.01 of this Current Report is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Incentive Plan
The information set forth under the heading entitled "Incentive Plan" in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Directors and Executive Officers
The information regarding the Company's officers and directors set forth under the headings "Directors and Executive Officers," "Director Compensation" and "Executive Compensation" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report is incorporated herein by reference.
Item 5.06 Change in Shell Company Status.
As a result of the Business Combination, the Company ceased being a shell company. The material terms of the Business Combination are described in the section of the Proxy Statement entitled "Proposal No. 1-Approval of the Business Combination" beginning on page 126, which is incorporated herein by reference. In addition, the information set forth in the "Introductory Note" above and in Item 2.01 of this Current Report are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The following financial statements included in the Proxy Statement are incorporated herein by reference:
1. The audited consolidated financial statements of Vertiv Holdings
as of and for the years ended December 31, 2018 and 2017 and as of
and for the one-month period ended December 31, 2016 and the
combined financial statements of its predecessor for the period
from October 1, 2016 through November 30, 2016 .
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2. The unaudited consolidated financial statements of Vertiv Holdings
for the nine-months ended September 30, 2019 and 2018 and as of
September 30, 2019 and December 31, 2018 .
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined balance sheet as of
(c) Exhibits
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