VERTIV HOLDINGS CO: Regulation FD Disclosure, financial statements and supporting documents (form 8-K)


Article 7.01 Regulation FD Disclosure.

Potential ticket offer

At October 13, 2021, Vertiv Holdings Co (the “Company” and with its subsidiaries, “Vertiv”) has issued a press release announcing that a subsidiary,
Vertiv Corporation Group (the “Issuer”), intends to offer $ 850 million in total capital of the senior covered bonds maturing in 2028 (the “Bonds”) within the framework of a private placement (the “Offer”), subject to market and other conditions, within the framework of the acquisition by the Company of E&I Engineering Ireland Limited and its subsidiary, Powerbar Gulf LLC (collectively, “E&I”) (the “Acquisition” and, together with the Offer, the “Transactions”). The Offer will be exempt from registration under the Securities Act of 1933, as amended.

To the extent that the Issuer chooses to proceed with the Offer, the Issuer currently intends to use the net proceeds of the Offer, together with the available cash, to finance the cash portion of the price of the Offer. purchase the Acquisition and to pay the costs and expenses associated with the Acquisition and the Offer.

A copy of the press release is attached hereto as Exhibit 99.1 to this current report on Form 8-K (this “current report”) and is incorporated by reference herein. The information contained in this current report does not constitute an offer to sell or a solicitation of an offer to buy securities.

Disclosure of transactions

The Company makes available certain information included in the preliminary offering memorandum provided to potential purchasers of the Notes in connection with the Offer.

The acquisition of E&I will enhance energy growth opportunities with significant revenue synergy potential, including approximately $ 18 million expected cost synergies, which are expected to be fully realized by the end of 2024. The combination is expected to expand Vertiv’s power infrastructure portfolio, broaden its service opportunities by providing additional initial project start-up and maintenance services continues, enable us to offer complete integrated and modular power solutions, help it continue its involvement with Hyperscale cloud providers and expand its existing relationships, as well as gain new customers with enhanced offerings and , finally, to offer its customers more flexible and scalable power deployment options.

The Company’s total net debt divided by LTM adjusted EBITDA (“net leverage”) pro forma for the acquisition is expected to be 3.5x as of June 30, 2021, based on a combined LTM adjusted EBITDA of $ 755 million (excluding approximately
$ 18 million cost synergies expected following the acquisition). Combined LTM Adjusted EBITDA does not reflect any pro forma adjustments to be made in relation to Section 11 pro forma financial information that we may be required to file and such information may differ materially from Combined LTM Adjusted EBITDA presented here .

E&I generated unaudited consolidated net sales of $ 402 million and adjusted EBITDA of $ 102 million for the twelve months ended June 30, 2021, based on information provided to Vertiv by E&I and assuming a constant exchange ratio of 1.390x USD / GBP. Although Vertiv has reviewed unaudited historical data relating to E&I provided by E&I as part of Vertiv’s due diligence, it has not independently verified this data. In addition, this information has not been audited, reviewed, examined, compiled or verified by an independent auditor and has not been prepared in accordance with generally accepted accounting principles in United States.

Item 9.01 (d) Financial statements and supporting documents

Exhibit No.       Exhibit Description

99.1                Press Release of Vertiv Holdings Co, dated October 13, 2021.

104               Cover Page Interactive Data File (embedded within the Inline XBRL

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