0000899243-20-022946.txt : 20200819 0000899243-20-022946.hdr.sgml : 20200819 20200819181413 ACCESSION NUMBER: 0000899243-20-022946 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200817 FILED AS OF DATE: 20200819 DATE AS OF CHANGE: 20200819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings, LLC CENTRAL INDEX KEY: 0001634372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 201118120 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310 712 1195 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum InvestCo (Cayman), LLC CENTRAL INDEX KEY: 0001766567 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 201118121 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: 3102289712 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings IC (Cayman), LLC CENTRAL INDEX KEY: 0001756330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 201118122 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity InvestCo, L.P. CENTRAL INDEX KEY: 0001756331 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 201118123 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings III Manager, LLC CENTRAL INDEX KEY: 0001757175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 201118124 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102289712 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings III, LLC CENTRAL INDEX KEY: 0001676357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 201118125 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 228-9602 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PE Vertiv Holdings, LLC CENTRAL INDEX KEY: 0001801996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 201118126 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vertiv JV Holdings, LLC CENTRAL INDEX KEY: 0001801997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 201118127 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VPE Holdings, LLC CENTRAL INDEX KEY: 0001801998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 201118128 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-712-1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vertiv Holdings Co CENTRAL INDEX KEY: 0001674101 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 812376902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1050 DEARBORN DRIVE CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: (614) 888-0246 MAIL ADDRESS: STREET 1: 1050 DEARBORN DRIVE CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: GS Acquisition Holdings Corp DATE OF NAME CHANGE: 20160510 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-08-17 1 0001674101 Vertiv Holdings Co VRT 0001801998 VPE Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001801997 Vertiv JV Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001801996 PE Vertiv Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001676357 Platinum Equity Investment Holdings III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001757175 Platinum Equity Investment Holdings III Manager, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756331 Platinum Equity InvestCo, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001756330 Platinum Equity Investment Holdings IC (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001766567 Platinum InvestCo (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 0001634372 Platinum Equity Investment Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 1 0 1 0 Class A common stock, par value $0.0001 2020-08-17 4 S 0 23000000 15.25 D 95261955 D VPE Holdings, LLC ("VPE"), a Delaware limited liability company, directly owns 95,261,955 shares of Class A common stock, par value $0.0001 per share (the "Shares"), of Vertiv Holdings Co (the "Issuer"). Vertiv JV Holdings, LLC ("JV") owns a majority of the outstanding equity interests of VPE, and PE Vertiv Holdings, LLC ("PE Vertiv") owns a majority of the outstanding interests of JV, and, accordingly, each may be deemed to beneficially own the Shares beneficially owned by VPE. PE Vertiv is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. (continued from footnote 1) Platinum Equity Investment Holdings III, LLC ("Holdings III") is the managing member of one of such funds and the managing member of the general partner of four of such funds. Through such positions, Holdings III has the indirect power to direct the voting of a majority of the outstanding equity interests of PE Vertiv. Platinum Equity Investment Holdings Manager III, LLC ("Holdings Manager") is the managing member of Holdings III. Platinum Equity InvestCo, L.P. ("InvestCo") owns all of the economic interests in Holdings III. Platinum Equity Investment Holdings IC (Cayman), LLC ("Holdings Cayman") is the general partner of InvestCo. Platinum InvestCo (Cayman), LLC ("InvestCo Cayman") holds a controlling interest in InvestCo. Platinum Equity, LLC ("Platinum") is sole member of Holdings Manager and Holdings III. Platinum also indirectly controls the other funds that own equity interests of PE Vertiv. (continued from footnote 2) Mr. Tom Gores (together with VPE, JV, PE Vertiv, Holdings III, Holdings Manager, InvestCo, Holdings Cayman, InvestCo Cayman and Platinum, the "Reporting Persons") is the beneficial owner of Platinum. Accordingly, as a result of their indirect ownership and control of each of VPE, JV and PE Vertiv, each of Holdings III, Holdings Manager, InvestCo, Holdings Cayman, InvestCo Cayman, Platinum and Mr. Tom Gores may be deemed to beneficially own the shares owned directly by VPE. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. VPE, which is indirectly controlled by Tom Gores as described in footnotes 1-5, is party to a Stockholders Agreement with the Issuer which gives VPE the right to nominate up to four directors to the Issuer's board of directors, subject to certain ownership thresholds. Jacob Kotzubei and Matthew Louie serve on the Issuer's board of directors pursuant to this right. Each of Messrs. Kotzubei and Louie is a Partner of Platinum Equity. Accordingly, Messrs. Kotzubei and Louie may be determined to represent the interests of the Reporting Persons on the Board of Directors of the Issuer, and accordingly, the Reporting Persons may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Form 1 of 2 /s/ Mary Ann Sigler, President of VPE Holdings, LLC 2020-08-19 /s/ Mary Ann Sigler, Vice President of the manager of Vertiv JV Holdings, LLC 2020-08-19 /s/ Mary Ann Sigler, President of PE Vertiv Holdings, LLC 2020-08-19 /s/ Mary Ann Sigler, Vice President and Treasurer of Platinum Equity Investment Holdings III, LLC 2020-08-19 /s/ Mary Ann Sigler, President of Platinum Equity Investment Holdings Manager III, LLC 2020-08-19 /s/ Mary Ann Sigler, President of the general partner of Platinum Equity InvestCo, L.P. 2020-08-19 /s/ Mary Ann Sigler, President of Platinum Equity Investment Holdings IC (Cayman), LLC 2020-08-19 /s/ Mary Ann Sigler, President of Platinum InvestCo (Cayman), LLC 2020-08-19 /s/ Mary Ann Sigler, Vice President and Treasurer of Platinum Equity Investment Holdings, LLC 2020-08-19 /s/ Mary Ann Sigler, Executive Vice President and Chief Financial Officer of Platinum Equity, LLC 2020-08-19 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                            Joint Filer Information

Name of Joint Filer:                    VPE Holdings, LLC
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to
Issuer:                                 10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC

Name of Joint Filer:                    Vertiv JV Holdings, LLC
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC


Name of Joint Filer:                    PE Vertiv Holdings, LLC
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC

Name of Joint Filer:                    Platinum Equity Investment Holdings III,
                                        LLC
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC

Name of Joint Filer:                    Platinum Equity Investment Holdings
                                        Manager III, LLC
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC

Name of Joint Filer:                    Platinum Equity InvestCo, L.P.
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC

Name of Joint Filer:                    Platinum Equity Investment Holdings IC
                                        (Cayman), LLC
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC

Name of Joint Filer:                    Platinum InvestCo (Cayman), LLC
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC

Name of Joint Filer:                    Platinum Equity Investment Holdings, LLC
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC

Name of Joint Filer:                    Platinum Equity, LLC
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC

Name of Joint Filer:                    Tom Gores
Address of Joint Filer:                 c/o Platinum Equity Advisors, LLC
                                        360 North Crescent Drive, South Building
                                        Beverly Hills, CA 90210
Relationship of Joint Filer to Issuer:  10% Owner, Director
Issuer Name and Ticker or Trading
Symbol:                                 Vertiv Holdings Co (VRT)
Date of Event Requiring Statement:      08/17/2020
(Month/Day/Year)
Designated Filer:                       VPE Holdings, LLC