UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 8, 2021 | Vertiv Holdings Co | |||||
| /s/ David Fallon | ||||||
| Name: David Fallon | ||||||
| Title: Chief Financial Officer | ||||||