THE COMPANY
This summary highlights certain significant aspects of our business and is a summary of information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read this entire prospectus, including the information incorporated by reference, before
making an investment decision. In this prospectus, unless otherwise indicated or the context otherwise requires, references to the Company, we, us, and our are to Vertiv Holdings Co, a Delaware
corporation, and its consolidated subsidiaries.
We are a global leader in the design, manufacturing and servicing of critical digital
infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We provide this technology to data centers, communication networks and commercial & industrial environments
worldwide. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.
On February 7, 2020, Vertiv Holdings Co. (formerly known as GS Acquisition Holdings Corp.) acquired Vertiv Holdings, LLC (Vertiv
Holdings) through a series of merger transactions. As a result of these transactions, (i) the Company directly owns all of the equity interests of Vertiv Holdings and indirectly owns all of the equity interests of the subsidiaries of
Vertiv Holdings and (ii) VPE Holdings, LLC (the Vertiv Stockholder), the sole equity holder of Vertiv Holdings prior to the merger transactions, received merger consideration consisting of 118,261,955 shares of Class A
common stock (the Stock Consideration Shares) and $342 million in cash. The controlling interests of the Vertiv Stockholder were ultimately held by certain private equity investment funds sponsored by Platinum Equity, LLC
(Platinum Equity and such funds, collectively, Platinum).
Concurrently with the consummation of the
merger transactions, the Company sold 123,900,000 shares of its Class A common stock (the PIPE Shares) to certain investors (the PIPE Investors), including an affiliate of David M. Cote, our Excutive
Chairman, an affiliate of The Goldman Sachs Group, Inc. (Goldman Sachs) and certain of our executive officers for an aggregate purchase price of $1,239 million (the PIPE Investment). The merger transactions
and the PIPE Investment are referred to collectively as the Business Combination.
Prior to the Business Comination, we
were a special purpose acquisition corporation. Our sponsor was GS DC Sponsor I LLC, a Delaware limited liability company (the Sponsor). Our 17,250,000 founder shares (the founder shares) were issued to our
Sponsor and certain of our current and former directors. In addition, concurrently with our initial public offering (the IPO), we issued 10,533,333 private placement warrants to our Sponsor in a private placement. On Feruary 7,
2020, our Sponsor was dissolved and distributed the founder shares and the private placement warrants held by it to its two members, an affiliate of David M. Cote, which received 8,572,500 founder shares and 5,267,667 private placement warrants, and
an affiliate of Goldman Sachs, which received 8,572,500 founder shares and 5,266,666 private placement warrants. The founder shares were originally shares of our Class B common stock, par value $0.0001 per share (the
Class B common stock and, together with the Class A common stock, the common stock), but were automatically converted into shares of our Class A common stock on a one to one basis
upon consummation of the Business Combination.
We were incorporated on April 25, 2016 as a Delaware corporation under the name
GS Acquisition Holdings Corp. (GSAH) and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On
February 7, 2020, in connection with the consummation of the Business Combination, we changed our name to Vertiv Holdings Co.
Our principal executive offices are located at 1050 Dearborn Drive, Columbus, Ohio, 43085, and our telephone number is (614) 888-0246. Our website is www.vertiv.com. The information found on, or that can be