VERTIV HOLDINGS CO : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Registration Rights Agreement

The information set forth above under the heading "Introduction" is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information required by this item is included above under the heading "Introduction" and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information required by this item is included above under the heading "Introduction" and is incorporated herein by reference.

Item 7.01 Regulation FD

On November 1, 2021, the Company issued a press release announcing the completion of the Acquisition of E&I. The full text of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

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The information set forth in this Item 7.01, including Exhibit 99.1, is being 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 the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 (d) Financial Statements and Exhibits

Exhibit No.       Exhibit Description

2.1*                Sale and Purchase Agreement between Buyers, Company and Sellers
                  dated as of September 8, 2021 (incorporated by reference to
                  Exhibit 2.1 to the Company's Current Report on Form 8-K, filed
                  with the SEC on September 8, 2021).

10.1                Registration Rights Agreement, dated as of November 1, 2021, by
                  and among the Company, each of the Holders listed on Schedule A
                  thereto and the other Holders time to time parties thereto.

99.1                Press release of Vertiv Holdings Co dated November 1, 2021
                  (Acquisition Closing Press Release)

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)




* Previously filed.

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