Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information regarding the Company's material indebtedness following the Business Combination is set forth in the section of the Proxy Statement entitled "Vertiv's Management's Discussion and Analysis of Financial Condition and Results of Operations -Capital resources and liquidity" beginning on page 232, which information is incorporated by reference herein, as updated by the Company's Current Report on Form 8-K, filed with the SEC on January 31, 2020, which information is incorporated by reference herein.

As disclosed previously, to further Vertiv's objective to explore future financing options to optimize its capital structure, including potential debt refinancing, 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 to extend the maturity profile of its indebtedness. The proposed transaction is anticipated to close during the first quarter of 2020. As the terms of the proposed refinancing transaction have not been finalized, the structure, timing and anticipated impact are subject to change.

In connection with the proposed refinancing transaction, on January 31, 2020, Vertiv called all of its existing notes for conditional redemption on March 2, 2020, in accordance with the respective indentures. The redemptions are conditioned upon the completion of the proposed refinancing transactions on terms satisfactory to Vertiv and/or its affiliates. In addition, a total of $500,000 principal amount of Vertiv's 9.250% senior notes due 2024 were tendered in the change of control offer made in connection with the Business Combination and were repurchased on February 7, 2020.

On the closing date, the Company used a portion of the proceeds from the Business Combination to repay $176 million of the outstanding indebtedness under its asset-based revolving credit facility and approximately $1.29 billion of the outstanding indebtedness under its term loan facility.

Item 4.01 Changes in the Registrant's Certifying Accountant.





  (a) Dismissal of independent registered public accounting firm

On February 7, 2020, the board of directors of the post-Business Combination Company (the "Board") approved the dismissal of PricewaterhouseCoopers LLP ("PwC") as its independent registered public accounting firm, effective upon completion of their audit of the Vertiv Holdings Co (formerly known as GS Acquisition Holdings Corp) financial statements as of and for the year ended December 31, 2019, and the issuance of their report thereon. The management of the post-Business Combination Company communicated the Board's decision to PwC on February 7, 2020. The reports of PwC on the GS Acquisition Holdings Corp financial statements as of and for the most recent fiscal years ended December 31, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles, except that PwC's report for the fiscal year ended December 31, 2017 included an explanatory paragraph indicating that there was substantial doubt regarding the ability of GS Acquisition Holdings Corp to continue as a going concern.

During the years ended December 31, 2018 and 2017 and the subsequent period through February 7, 2020, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between GS Acquisition Holdings Corp and PwC on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in its report on the GS Acquisition Holdings Corp financial statements for such years.


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During the years ended December 31, 2018 and 2017 and the subsequent period through February 7, 2020, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has provided PwC with a copy of the foregoing disclosures and have requested that PwC furnish it with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of PwC's letter, dated February 7, 2020, is filed as Exhibit 16.1 to this Current Report on Form 8-K.





  (b) Engagement of new independent registered public accounting firm

On February 7, 2020, the Board approved the engagement of Ernst & Young LLP ("EY") as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020. During the years ended December 31, 2018 and 2017 and the subsequent period through February 7, 2020, neither the Company, nor anyone on the Company's behalf consulted with EY, on behalf of the Company, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Company's 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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