Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of the Underwriting Agreement, the Selling Shareholder
also granted the Underwriters an option exercisable for 30 days to purchase up
to an additional 3,000,000 shares of Class A common stock at the same price per
share as the Class A common stock, less underwriting discounts. The Underwriters
subsequently notified the Selling Shareholder of their intent to exercise such
option for 1,925,000 shares of Class A common stock, and the Selling Shareholder
completed the sale of an aggregate of 21,925,000 shares of Class A common stock
to the Underwriters on
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Shareholder and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company and the Selling Shareholder have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute to payments the Underwriters may be required to make in respect of these liabilities.
Pursuant to the Underwriting Agreement, the Company, the directors and officers of the Company and certain affiliates of the Company have agreed not to sell or otherwise dispose of any Class A common stock held by them for a period ending 30 days after the date of the Underwriting Agreement without first obtaining the written consent of the representatives of the Underwriters, subject to certain exceptions. In addition, the Selling Shareholder has agreed to the same restrictions (described above) for a period ending 60 days after the date of the Underwriting Agreement.
The offering was made pursuant to the Company's effective shelf registration
statement on Form S-3 (Registration No. 333-236334), a base prospectus dated
The Underwriting Agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms, but is not intended to provide any other factual information about the Company or the Selling Shareholder. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the agreement, and may be subject to limitations agreed upon by such parties.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
The legal opinion of
Item 8.01 Other Events
On
Item 9.01 (d) Financial Statements and Exhibits
Exhibit No. Exhibit Description 1.1 Underwriting Agreement, datedNovember 1, 2021 , by and amongVertiv Holdings Co ,VPE Holdings, LLC ,J.P. Morgan Securities LLC ,Goldman Sachs & Co. LLC andCitigroup Global Markets Inc. 5.1 Opinion ofLatham & Watkins LLP . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 99.1 Press release ofVertiv Holdings Co datedNovember 4, 2021 (Dividend Announcement Press Release). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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