Vertiv Announces Pricing of Secondary Offering by Platinum

Rhea-AI Summary

Vertiv Holdings Co (NYSE: VRT) announced a secondary offering of 20 million shares of its Class A common stock, priced as part of a registration statement with the SEC. The offering is led by VPE Holdings, LLC, an affiliate of Platinum Equity, LLC. An additional 3 million shares may be purchased by underwriters within 30 days. The offering's closing is expected around November 4, 2021. Post-offering, Platinum will remain Vertiv's largest shareholder with approximately 9.8% ownership. Notably, Vertiv will not sell any shares or receive proceeds from this offering.

Positive

• Vertiv maintains a strong shareholder base with Platinum remaining the largest shareholder, holding 36,880,215 shares post-offering.

Negative

• Vertiv will not benefit financially from this secondary offering as it will not receive any proceeds.

COLUMBUS, Ohio--(BUSINESS WIRE)-- Vertiv Holdings Co (“Vertiv”) (NYSE: VRT), a global provider of critical digital infrastructure and continuity solutions, today announced the pricing of the previously announced underwritten secondary offering of 20,000,000 shares of Vertiv’s Class A common stock by VPE Holdings, LLC (“Platinum”), an affiliate of Platinum Equity, LLC, pursuant to an effective registration statement on file with the Securities and Exchange Commission (the “SEC”). In connection with the offering, Platinum has granted to the underwriters a 30-day option to purchase up to 3,000,000 additional shares of Vertiv’s Class A common stock.

The closing of the offering is expected to occur on or about November 4, 2021 (the “Closing”), subject to customary closing conditions. Following the Closing, Platinum will remain Vertiv’s largest stockholder, owning at least 36,880,215 shares of Class A common stock, representing an economic interest of approximately 9.8% in Vertiv. Vertiv is not selling any shares of Class A common stock in the offering and will not receive any proceeds from the offering. J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup are acting as joint book-running managers of, and as the underwriters for, the offering.

Vertiv has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates, and the offering may only be made by means of such written prospectus. Before you invest, you should read the prospectus included in the registration statement on file with the SEC and other documents Vertiv has filed with the SEC for more complete information about Vertiv and this offering. Copies of these documents may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Vertiv, any underwriter, or any dealer participating in the offering will arrange to send these documents if contacted at: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: 1-866-803-9204, or by email at prospectus-eq_fi@jpmchase.com, Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or by emailing prospectus-ny@ny.email.gs.com, or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (telephone: 1-800-831-9146).

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Vertiv Holdings Co

Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to ensure its customers’ vital applications run continuously, perform optimally and grow with their business needs. Vertiv solves the most important challenges facing today’s data centers, communication networks and commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered in Columbus, Ohio, USA, Vertiv employs approximately 21,000 people and does business in more than 130 countries.

Category: Financial News

Cautionary Note Concerning Forward-Looking Statements

This news release, and other statements that Vertiv may make in connection therewith, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. This includes, without limitation, statements regarding the financial position, capital structure, indebtedness, business strategy and plans and objectives of Vertiv management for future operations, as well as statements regarding growth, anticipated demand for our products and services and our business prospects during 2021, as well as expected cost savings and synergies associated with the acquisition of E&I. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Vertiv cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

The forward-looking statements contained or incorporated by reference in this press release are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its SEC reports. These risk factors and those identified elsewhere in this press release, among others, could cause actual results to differ materially from historical performance.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211102005682/en/

For investor inquiries, please contact:

Lynne Maxeiner

Vice President, Global Treasury & Investor Relations

Vertiv

T +1 614-841-6776

E: lynne.maxeiner@vertiv.com

For media inquiries, please contact:

Scott Deitz

FleishmanHillard for Vertiv

T +1 336-908-7759

E: scott.deitz@fleishman.com

Source: Vertiv Holdings Co

FAQ

What is the purpose of the secondary offering by Vertiv (NYSE: VRT)?

The secondary offering aims to allow VPE Holdings, LLC to sell 20 million shares of Vertiv's Class A common stock.

When is the expected closing date for Vertiv's secondary offering?

The closing of the offering is expected to occur on or about November 4, 2021.

Is Vertiv selling any of its shares in the secondary offering?

No, Vertiv is not selling any shares and will not receive proceeds from the offering.

Who is managing the secondary offering for Vertiv (NYSE: VRT)?

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and Citigroup are acting as joint book-running managers for the offering.

What percentage of Vertiv does Platinum hold after the secondary offering?

After the offering, Platinum will own approximately 9.8% of Vertiv, equating to about 36,880,215 shares.