Vertiv Holdings, LLC entered into term sheet to acquire GS Acquisition Holdings Corp (NYSE:GSAH) from a group of sellers in a reverse merger transaction on October 13, 2019. Vertiv Holdings, LLC entered into a definitive agreement to acquire GS Acquisition Holdings Corp from a group of sellers in a reverse merger transaction on December 10, 2019. Under the terms of the agreement, GS Acquisition Holdings will pay cash of $415 million, subject to adjustment. The remainder of the consideration paid to Vertiv stockholders will be stock consideration, consisting of approximately 127.5 million newly-issued shares of class A common stock of GS Acquisition Holdings, subject to adjustment. Upon completion, Platinum Equity will hold approximately 38% of the resulting issuer and the sponsor including David M. Cote and affiliates of The Goldman Sachs Group, Inc. will own approximately 5%. In a related transaction, GS Acquisition Holdings also announced that it entered into subscription agreements with certain investors pursuant to, and on the terms and subject to the conditions of which, the PIPE investors have collectively subscribed for 123.9 million shares of the GS Acquisition Holdings class A common stock for an aggregate purchase price equal to $1.2 billion. After giving effect to any redemptions by the public stockholders of GS Acquisition Holdings, the balance of the approximately $705 million in cash held in GS Acquisition Holdings' trust account, together with the $1.239 billion in private placement proceeds, will be used to pay $415 million cash consideration.

At closing, Vertiv Holdings, LLC will become a publicly traded company and the name of merged company will be changed to Vertiv Holdings Co. under the ticker symbol NYSE: VRT. David M. Cote, Chief Executive Officer of GS Acquisition Holdings and former Executive Chairman of the Board and Chief Executive Officer of Honeywell, will serve as Executive Chairman of Vertiv. Vertiv's existing management team will continue to be led by Rob Johnson, Chief Executive Officer of Vertiv. Jacob Kotzubei, Platinum Equity Partner will become a board member of the newly listed company. Roger Fradin and Steven S. Reinemund are expected to be on Board after consummation of the business combination. The other executive officers of the resulting issuer are expected to be David J. Fallon, Chief Financial Officer; Giordano Albertazzi, President of Europe, Middle East and Africa; Andrew Cole, Chief Organizational Development and Human Resources Officer; Colin Flannery, General Counsel and Corporate Secretary; Jason M. Forcier, Chief Operations Officer and Executive Vice President of Infrastructure and Solutions; John Hewitt, President of the Americas; Patrick Johnson, Executive Vice President of Information Technology and Edge Infrastructure; Steve Lalla, Executive Vice President of Service and Software Solutions; Stephen Liang, President of Asia Pacific and Gary Niederpruem as Chief Strategy and Development Officer.

The transaction is subject to regulatory approvals and approval of GS Acquisition Holdings stockholders, minimum requirement of funds, GS Acquisition Holdings having at least $5 million of net tangible assets, expiration of the waiting period under the HSR Act, receipt of approvals from competition authorities in certain foreign jurisdictions, receipt of certain lender consents under Vertiv's existing credit agreements, GS Acquisition Holdings' class A common stock to be issued pursuant to the merger agreement having been approved for listing upon the closing, completion of placement and the aggregate amount of cash contained in the trust account less the aggregate amount of all payments required to be made by GS Acquisition Holdings in connection with redemptions plus the proceeds paid to GS Acquisition Holdings upon consummation of the PIPE Investment, as adjusted pursuant to the merger agreement, exceeding $1.4 billion. The transaction was unanimously approved by Boards of Directors of both Vertiv Holdings and GS Acquisition Holdings. GS DC Sponsor I LLC, officers and directors of GS Acquisition Holdings have agreed to vote in favor of the transaction. As of January 3, 2020 the Federal Trade Commission granted early termination of antitrust approval waiting period in the transaction. A special meeting of the stockholders of GS Acquisition Holdings will be held on February 6, 2020. On February 6, 2020, the transaction was approved by shareholders of GS Acquisition Holdings. The transaction is expected to close in the first quarter of 2020.

Patrick Scanlan of Goldman Sachs & Co. LLC acted financial advisor to GS Acquisition Holdings. J.P. Morgan Securities LLC acted as financial advisor to Vertiv. Stephanie Teicher, Victor Hollender, Ingrid Vandenborre, Gregg Noel, Michelle Gasaway, Howard L. Ellin, C. Michael Chitwood and Linda Barrett of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to GS Acquisition Holdings. James W. Loss and Todd A. Hentges of Morgan, Lewis & Bockius, LLP and Matthew Dubeck and Evan D Amico of Gibson, Dunn & Crutcher LLP acted as legal advisors to Platinum Equity and Vertiv. Morrow & Co., LLC acted as information agent and Computershare Trust Company, NA acted as registrar for GS Acquisition Holdings. KPMG LLP acted as financial due diligence provider for GS Acquisition Holdings. Morrow & Co., LLC will receive a fee of $0.04 million. J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. acted as financial advisors for GS Acquisition Holdings. Upon completion of the transaction, an aggregate amount of approximately $50 million in deferred underwriting discount, advisory fees and placement agent fees, will be payable to Goldman Sachs & Co. LLC.