Item 1.01 Entry Into a Material Definitive Agreement
Sale and Purchase Agreement
Vertiv Holdings Ireland DAC, a private company limited by shares incorporated in
Ireland (the "Irish Buyer"), Vertiv International Holding Corporation, an Ohio
corporation (the "US Buyer" and together with the Irish Buyer, the "Buyers" and
each a "Buyer") and Vertiv Holdings Co, a Delaware corporation (the "Company")
entered into a sale and purchase agreement, dated as of September 8, 2021 (the
"Acquisition Agreement"), to acquire (the "Acquisition") the shares in E&I
Engineering Ireland Limited, a private company limited by shares incorporated in
Ireland, and Powerbar Gulf LLC - Foreign Direct Investment, a non-freezone
limited liability company incorporated and registered in Ras Al Khaimah Economic
Zone-Government of Ras Al Khaimah, from the parties set forth in the Acquisition
Agreement (the "Sellers").
The aggregate purchase price payable by the Buyers is approximately $1.8 billion
in upfront consideration plus an additional potential $200 million in cash, with
the additional consideration subject to achieving certain future profit
milestones. The upfront consideration consists of $1,170 million in cash and
shares of the Company's common stock valued at approximately $630 million.
The closing of the Acquisition is subject to customary closing conditions,
including, among others, the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the approval (or deemed approval by expiration of the applicable review period)
of the Acquisition by the Irish Competition and Consumer Protection Commission
pursuant to the Competition Act 2002 (as amended), in each case prior to
December 31, 2021. The Acquisition is expected to close in the fourth quarter of
2021. The parties to the Acquisition Agreement have made certain
representations, warranties and covenants that are customary for a transaction
of this nature governed by English law. Although the Buyers' obligation to
consummate the Acquisition is not subject to a financing condition, the
transaction is supported by a committed financing from Citigroup Global Markets
Inc.
The foregoing summary of the Acquisition Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Acquisition Agreement, which
is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 7.01 Regulation FD
The following information is furnished pursuant to Item 7.01, "Regulation FD
Disclosure." This information, including Exhibit 99.1 attached hereto, shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing. On
September 8, 2021, the Parent issued a press release announcing that the Parent
entered into the Acquisition Agreement. The press release is furnished as
Exhibit 99.1 to this Form 8-K.
Item 9.01 (d) Financial Statements and Exhibits
Exhibit No. Exhibit Description
2.1 Sale and Purchase Agreement between Buyers and Sellers dated
September 8, 2021.
99.1 Press release of Vertiv Holdings Co dated September 8, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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