Vertiv (VRT) DEFM14AProxy related to merger

Proposal No. 1—Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 10, 2019 (as it may be further amended from time to time, the “Merger Agreement”), by and among the Company, Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“First Merger Sub”), Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Company (“Second Mergers Sub”), Vertiv Holdings, LLC, a Delaware limited liability company (“Vertiv Holdings”), and VPE Holdings, LLC, a Delaware limited liability company, a copy of which is attached to this proxy statement as Annex A, and approve the transactions contemplated thereby, including, among other things: (1) the merger of First Merger Sub with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity (the “First Merger”) and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Vertiv Holdings with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity which will be renamed “Vertiv Holdings, LLC” (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions contemplated by the Merger Agreement, the “Business Combination”) (we refer to this proposal as the “Business Combination Proposal”);

Proposal No. 2—NYSE Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of more than 20% of the Company’s outstanding common stock in connection with the Business Combination, including up to 23,000,000 shares of our Class A common stock to the Sponsor Related PIPE Investors (as defined below) and up to 449,098 shares of our Class A common stock to the Subscribing Vertiv Executives (as defined below) (we refer to this proposal as the “NYSE Proposal”);

Proposal No. 3—Charter Proposals—To consider and act upon the following six separate proposals relating to adopting the Second Amended and Restated Certificate of Incorporation in the form attached to the accompanying proxy statement as Annex C (the “New Vertiv Certificate of Incorporation”), which, if approved, would take effect upon the closing of the Business Combination (we refer to these proposals, collectively, as the “Charter Proposals”):

to (i) increase the number of authorized shares of capital stock, (ii) automatically convert each share of Class B common stock into one share of Class A common stock immediately prior to the consummation of the Business Combination, (iii) following such conversion, reduce the authorized shares of Class B common stock to zero and (iv) provide for certain conforming changes to the GSAH Certificate of Incorporation given the elimination of any authorized Class B common stock;

to provide that the number of directors of the Company will be fixed from time to time exclusively by our Board of Directors pursuant to a resolution adopted by a majority of our Board of Directors;

to provide a special exemption to the doctrine of corporate opportunity for each of Platinum Equity (as defined herein), the investment funds affiliated with or managed by Platinum Equity and the other Exempted Persons (as defined herein);

to elect not to be governed by Section 203 of the DGCL (as defined herein) and, instead, be governed by a provision substantially similar to Section 203 of the DGCL, except that such provision excludes investment funds affiliated with the Sponsor (as defined herein), GS Sponsor LLC and Platinum Equity and their respective successors and affiliates;

to require the approval of at least two-thirds of the voting power of our outstanding capital stock to amend certain provisions of the New Vertiv Certificate of Incorporation; and

to provide for several changes to the New Vertiv Certificate of Incorporation, including (i) removal of certain listed actions that would allow for personal liability of the Company’s directors to the Company and its stockholders, (ii) certain provisions regarding indemnification of directors and officers, (iii) removal of various provisions in the GSAH Certificate of Incorporation applicable to blank check companies that will no longer be applicable to the Company, (iv) addition of a provision whereby no class vote is required to change the authorized number of shares of such class, (v) changing the name of the Company to “Vertiv Holdings Co” and (vi) other conforming changes from the GSAH Certificate of Incorporation based on the Charter Proposals;

Proposal No. 4—Director Election Proposal—To consider and vote upon, if you are a holder of our Class B common stock, par value $0.0001 per share (“Class B common stock”), a proposal to elect nine directors to serve, effective upon the closing of the Business Combination, on our Board of Directors until the 2021 annual meeting of stockholders, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (we refer to this proposal as the “Director Election Proposal”);

Proposal No. 5—Incentive Plan Proposal—To consider and vote upon a proposal to approve the Vertiv Holdings Co 2020 Equity Incentive Plan (the “Incentive Plan”), including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “Incentive Plan Proposal”); and

Proposal No. 6—Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting (we refer to this proposal as the “Adjournment Proposal”).

“2022 Senior Notes” are to Vertiv Holdco’s $500.0 million of 12.00%/13.00% Senior PIK Toggle Notes due 2022;

“2024 Senior Notes” are to Vertiv Group’s $750.0 million of 9.250% Senior Notes due 2024;

“2024 Senior Secured Notes” are to Vertiv Group’s $120.0 million of 10.00% Senior Secured Second Lien Notes due 2024 (with a springing to maturity of November 21, 2021 if the 2022 Senior Notes are not repaid, redeemed or discharged, or the maturity with respect thereto is not otherwise extended, on or prior to November 15, 2021);

“Asset-Based Revolving Credit Facility” are to that certain Revolving Credit Agreement, by and among, inter alia, Vertiv Group, certain direct and indirect subsidiaries of Vertiv Group asco-borrowers thereunder, various lenders and JPMorgan Chase Bank, N.A., as administrative agent, as amended, amended and restated, modified or supplemented from time to time;

“Board,” “Board of Directors,” or “GSAH Board” are to the board of directors of the Company;

“Business Combination” are to the transactions contemplated by the Merger Agreement, including: (1) the merger of First Merger Sub with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity (the “First Merger”); (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Vertiv Holdings with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity, which will be renamed “Vertiv Holdings, LLC” (the “Second Merger” and, together with the First Merger, the “Mergers”); and (3) the PIPE Investment;

“Class A common stock” are to Class A common stock, par value $0.0001 per share, of the Company;

“Class B common stock” are to Class B common stock, par value $0.0001 per share, of the Company;

“Code” are to the Internal Revenue Code of 1986, as amended;

“Common Stock” are to the Class A common stock and the Class B common stock, together;

“Company,” “we,” “us,” and “our” are to GS Acquisition Holdings Corp, including, as applicable, following the consummation of the Business Combination (at which time, it will have changed its name to Vertiv Holdings Co);

“DGCL” are to the General Corporation Law of the State of Delaware;

“Emerson” are to Emerson Electric Co., which, prior to the Separation in the fiscal fourth quarter of 2016, operated Vertiv’s business as part of its broader corporate organization;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Existing Notes” are to the 2022 Senior Notes, 2024 Senior Notes and 2024 Senior Secured Notes;

“EY” are to Ernst & Young LLP, independent registered public accounting firm to Vertiv Holdings;

“First Merger Sub” are to Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH;

“founder shares” are to the shares of Class B common stock, of which 17,250,000 shares are outstanding as of the date of this proxy statement (17,145,000 shares of which are held by the Sponsor and 35,000 shares of which are held by each of Mr. James Albaugh, Mr. Roger Fradin and Mr. Steven S. Reinemund);

“GAAP” are to the Generally Accepted Accounting Principles in the United States of America;

“Goldman Sachs” are to The Goldman Sachs Group, Inc., a Delaware corporation (NYSE: GS) and its affiliates (other than the Company);

“GSAH” are to GS Acquisition Holdings Corp, prior to the consummation of the Business Combination;

“GSAH Certificate of Incorporation” are to GSAH’s amended and restated certificate of incorporation, dated June 7, 2018;

“GSAM” are to Goldman Sachs Asset Management, L.P., a division of The Goldman Sachs Group, Inc.;

“GS Sponsor Capital Commitment” are to the commitment provided to GSAH from GS Sponsor LLC, an affiliate of the Sponsor, pursuant to which GS Sponsor LLC agreed that, if funds are needed by GSAH through June 12, 2020 to pay ordinary course expenses, GS Sponsor LLC will provide GSAH with liquidity of up to an aggregate of $2.0 million, for which GS Sponsor LLC will not receive any additional interest in GSAH and any such liquidity provided will be in the form of a contribution with respect to the Sponsor’s founder shares;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Incentive Plan” are to the Vertiv Holdings Co 2020 Equity Incentive Plan attached to this proxy statement as Annex G;

“Initial Stockholders” are to the Sponsor and Mr. James Albaugh, Mr. Roger Fradin and Mr. Steven S. Reinemund, GSAH’s independent directors;

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

“IPO” or “initial public offering” are to GSAH’s initial public offering, consummated on June 12, 2018;

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

“management” or “management team” of an entity are to the officers and directors of such entity;

“maximum redemption scenario” are to a scenario in which, in connection with the Business Combination, the maximum number of shares of Class A common stock are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’pro-rata allocation along with the proceeds from the PIPE Investment are sufficient to satisfy the Minimum Required Funds Condition. Based on the amount of $705.0 million in our trust account as of September 30, 2019, including accrued dividends, and taking into account the anticipated gross proceeds of approximately $1,239.0 million from the PIPE Investment, approximately 55,400,000 shares of Class A common stock may be redeemed and still enable GSAH to have sufficient cash to satisfy the cash closing conditions in the Merger Agreement;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of December 10, 2019 (as it may be further amended from time to time), by and among the Company, Vertiv Holdings, the Vertiv Stockholder, First Merger Sub and Second Merger Sub attached to this proxy statement as Annex A, as it may be further amended from time to time;

“Minimum Required Funds Condition” are to the condition that the funds contained in the trust account after satisfying any redemptions by our public stockholders and paying the deferred underwriting discount, together with the proceeds from the PIPE Investment, shall equal or exceed $1.375 billion;

“Morrow” are to Morrow Sodali, proxy solicitor to the Company;

“New Vertiv Bylaws” are to the proposed Amended and Restated Bylaws of the Company, a form of which is attached hereto as Annex C, which will become the Company’s bylaws upon the consummation of the Business Combination;

“New Vertiv Certificate of Incorporation” are to the proposed Second Amended and Restated Certificate of Incorporation of the Company, a form of which is attached hereto as Annex B, which will become the Company’s certificate of incorporation upon the consummation of the Business Combination;

“New Vertiv Organizational Documents” are to the New Vertiv Bylaws and the New Vertiv Certificate of Incorporation;

“no redemption scenario” are to a scenario in which, in connection with the Business Combination, no shares of Class A common stock are redeemed;

“NYSE” are to the New York Stock Exchange;

“PIPE Investment” are to the private placement pursuant to which the PIPE Investors and the Subscribing Vertiv Executives have collectively subscribed for 123,900,000 shares of our Class A common stock for an aggregate purchase price equal to $1,239,000,000 (the “PIPE Investment”), a portion of which is expected to be funded by the Sponsor Related PIPE Investors;

“PIPE Investors” are to the Sponsor Related PIPE Investors and certain other “accredited investors” (as defined in Rule 501 under the Securities Act) that will invest in the PIPE Investment;

“Platinum” are to Platinum Equity Capital Partners III, L.P., Platinum Equity Capital Partners IV, L.P. and certain of their affiliates who beneficially own shares of our common stock;

“Platinum Advisors” are to Platinum Equity Advisors, LLC, an affiliate of Platinum;

“Platinum Equity” are to Platinum Equity, LLC, its sponsored funds and affiliated private equity vehicles;

“post-business combination company” are to the Company following the consummation of the Business Combination;

“private placement warrants” are to the 10,533,333 private placement warrants outstanding as of the date of this proxy statement;

“public shares” are to the shares of Class A common stock (including those that underlie the units) that were initially offered and sold by GSAH in its IPO;

“publicstockholders” are to the holders of our public shares (including the Sponsor and the other holders of our Class B common stock, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares);

“public warrants” are to the redeemable warrants (including those that underlie the units) that were initially offered and sold by GSAH in its IPO;

“redemption” are to each redemption of public shares for cash pursuant to the GSAH Certificate of Incorporation;

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

“SEC” are to the U.S. Securities and Exchange Commission;

“Second Merger Sub” are to Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH;

“Securities Act” are to the Securities Act of 1933, as amended;

“Senior Secured Credit Facilities” are to the Term Loan Facility and the Asset-Based Revolving Credit Facility, collectively;

“Separation” are to the transaction described in Note 1 (The Transaction) to Vertiv Holdings, LLC’s historical consolidated and combined financial statements included elsewhere in this proxy statement, pursuant to which Vertiv Group and certain of its affiliates acquired the assets and liabilities associated with the business, operations, products, services and activities of Vertiv Predecessor;

“Special Meeting” are to the special meeting of the stockholders of the Company that is the subject of this proxy statement;

“Sponsor” are to GS DC Sponsor I LLC, a Delaware limited liability company and an affiliate of each of Goldman Sachs and David M. Cote; provided that, following the dissolution of GS DC Sponsor I LLC or the distribution of substantially all of the assets of GS DC Sponsor I LLC to its members, “Sponsor” shall include GS Sponsor LLC and a limited liability company owned by trusts controlled by David M. Cote, the two members of GS DC Sponsor I LLC;

“SponsorLock-up Period” are to (1) in the case of the founder shares, the period ending on the earlier of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days withinany 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property, and (2) in the case of the private placement warrants and the respective Class A common stock underlying such warrants, the period ending 30 days after the completion of our initial business combination;

“Sponsor Related PIPE Investors” are to certain affiliates of the Sponsor, along with their permitted transferees, that will invest in the PIPE Investment. Specifically, certain affiliates of Goldman Sachs (the “GS PIPE Investors”) have subscribed for $210 million in the PIPE Investment and a limited liability company wholly-owned by David M. Cote has subscribed for an additional $20 million in the PIPE Investment. Such GS PIPE Investors have made an aggregate of $100 million of their subscription available to certain employees of Goldman Sachs and associates of David Cote, including directors of GSAH and certain persons that have been nominated to serve as directors of the post-business combination company, prior to the PIPE Investment. Separately, Goldman Sachs & Co. LLC has agreed to a forward-starting swap agreement relating to $110 million of shares of GSAH with an institutional investor. As a result of the foregoing, the GS PIPE Investors may not have an economic interest in the PIPE Investment equal to their subscription;

“Stock Consideration” are to the shares of Class A common stock to be issued to the Vertiv Stockholder pursuant to the transactions contemplated by the Merger Agreement;

“Subscribing Vertiv Executives” are to certain executive officers of the post-business combination company that will invest in the PIPE Investment;

“Subscription Agreements” are to, collectively, those certain subscription agreements entered into between the Company and the PIPE Investors or the Subscribing Vertiv Executives, as applicable;

“Tax Receivable Agreement” are to that certain Tax Receivable Agreement to be entered into at the closing of the Business Combination by the Company and the Vertiv Stockholder;

“Term Loan Facility” are to that certain Term Loan Credit Agreement, by and among¸ inter alia, Vertiv Group, various lenders and JPMorgan Chase Bank, N.A., as administrative agent, as amended, amended and restated, modified or supplemented from time to time;

“transfer agent” are to Computershare Trust Company, N.A. (“Computershare”);

“trust account” are to the trust account of GSAH that holds proceeds from its IPO and the sale of the private placement warrants;

“trustee” are to Wilmington Trust, N.A.;

“units” are to the units of the Company, each unit representing one share of Class A common stock andone-third of one redeemable warrant to acquire one share of Class A common stock, that were initially offered and sold by GSAH in its IPO (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

“Vertiv” are to Vertiv Holdings, together with its subsidiaries, including Vertiv Holding Corporation;

“Vertiv Group” are to Vertiv Group Corporation, the principal operating subsidiary of the Company;

“Vertiv Group Intermediate” are to Vertiv Intermediate Holding II Corporation;

“Vertiv Holdco” are to Vertiv Intermediate Holding Corporation;

“Vertiv Holdings” are to Vertiv Holdings, LLC, a Delaware limited liability company and the direct parent of Vertiv Holding Corporation;

“Vertiv Holding Corporation” are to Vertiv Holding Corporation, a Delaware corporation;

“Vertiv Predecessor” are to the Network Power business previously owned by Emerson Electric Co. and the predecessor of Vertiv Group for accounting purposes;

“Vertiv Stockholder” are to VPE Holdings, LLC; and

“warrants” are to public warrants and private placement warrants.

EBITDA, which represents earnings (loss) from continuing operations before interest expense, income tax expense (benefit), and depreciation and amortization; and

Adjusted EBITDA, which represents EBITDA, adjusted to exclude certain unusual ornon-recurring items, certainnon-cash items and other items that are not indicative of ongoing operations.

they do not reflect Vertiv’s cash expenditures, or future requirements for capital expenditures or contractual commitments;

they do not reflect changes in, or cash requirements for, Vertiv’s working capital needs;

they do not reflect the interest expense, or the cash requirements necessary to service interest on Vertiv’s debt;

they do not reflect Vertiv’s income tax expense or the cash requirements to pay Vertiv’s taxes;

although depreciation, accretion and amortization arenon-cash charges, the assets being depreciated, accreted and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and

other companies in our industry may measure EBITDA and Adjusted EBITDA differently than Vertiv does, limiting their usefulness as a comparative measure.

GSAH’s ability to complete the Business Combination or, if GSAH does not complete the Business Combination, any other initial business combination;

satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things: the satisfaction or waiver of certain customary closing conditions, including, among others, the Minimum Required Funds Condition, receipt of approvals from competition authorities in certain foreign jurisdictions (or expiration of applicable waiting periods in those jurisdictions), receipt of certain lender consents under Vertiv’s Existing Credit Agreements (as defined below), the existence of no material adverse effect at the Company or Vertiv and receipt of certain stockholder approvals contemplated by this proxy statement;

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

the projected financial information, anticipated growth rate, and market opportunity of Vertiv;

the ability to obtain or maintain the listing of the post-business combination company’s Class A common stock, warrants and units on the NYSE following the Business Combination;

our public securities’ potential liquidity and trading;

our ability to consummate the PIPE Investment or raise financing in the future;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

members of GSAH’s management team allocating their time to other businesses and potentially having conflicts of interest with GSAH’s business or in approving the Business Combination;

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including:

global economic weakness and uncertainty;

risks relating to the continued growth of Vertiv’s customers’ markets;

failure to meet or anticipate technology changes;

the unpredictability of Vertiv’s future operational results;

disruption of Vertiv’s customers’ orders or Vertiv’s customers’ markets;

less favorable contractual terms with large customers;

risks associated with governmental contracts;

failure to mitigate risks associated with long-term fixed price contracts;

risks associated with information technology disruption or security;

risks associated with the implementation and enhancement of information systems;

failure to properly manage Vertiv’s supply chain or difficulties with third-party manufacturers;

competition in the infrastructure technologies industry;

failure to realize the expected benefit from any rationalization and improvement efforts;

disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers;

failure to obtain performance and other guarantees from financial institutions;

failure to realize sales expected from Vertiv’s backlog of orders and contracts;

changes to tax law;

ongoing tax audits;

risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States and abroad;

costs or liabilities associated with product liability;

Vertiv’s ability to attract, train and retain key members of its leadership team and other qualified personnel;

the adequacy of Vertiv’s insurance coverage;

a failure to benefit from future acquisitions;

failure to realize the value of goodwill and intangible assets;

the global scope of Vertiv’s operations;

risks associated with Vertiv’s sales and operations in emerging markets;

exposure to fluctuations in foreign currency exchange rates;

Vertiv’s ability to comply with various laws and regulations and the costs associated with legal compliance;

adverse outcomes to any legal claims and proceedings filed by or against us;

Vertiv’s ability to protect or enforce its proprietary rights on which its business depends;

third party intellectual property infringement claims;

liabilities associated with environmental, health and safety matters;

risks associated with Vertiv’s limited history of operating as an independent company;

potential net losses in future periods; and

other factors detailed under the section entitled “Risk Factors.”

GS Acquisition Holdings Corp, a Delaware corporation, is a special purpose acquisition company 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 June 12, 2018, we completed our IPO of 69,000,000 units, including 9,000,000 units issued pursuant to the exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per unit, generating proceeds to us of $690,000,000 before underwriting discounts and expenses. Each unit consisted of one share of Class A common stock andone-third of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock at a price of $11.50 per share. Simultaneously with the closing of the IPO, we closed the private placement of an aggregate of 10,533,333 warrants, each exercisable to purchase one share of our Class A common stock at an exercise price of $11.50 per share, to the Sponsor, at a price of $1.50 per private placement warrant, generating proceeds of $15,800,000. Each warrant sold in the IPO and the private placement will become exercisable 30 days after the completion of our initial business combination, and will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. Subject to the terms and conditions contained in the warrant agreement governing the warrants (the “warrant agreement”), we may redeem the warrants either for cash once the warrants become exercisable or for shares of our Class A common stock commencing 90 days after the warrants become exercisable. For more information regarding the warrants, please see the section entitled “Description of Securities.”

Vertiv is 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. Vertiv provides this technology to data centers, communication networks and commercial & industrial environments worldwide. Vertiv aims to help create a world where critical technologies always work, and where it empowers the vital applications of the digital world. For more information about Vertiv, see “Information About Vertiv,” “Vertiv Holdings’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Business Combination.”

On December 10, 2019, the Company, Vertiv Holdings, the Vertiv Stockholder, First Merger Sub and Second Merger Sub entered into the Merger Agreement. The Merger Agreement provides for, among other things, (1) the merger of First Merger Sub with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Vertiv Holdings with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity, which will be renamed “Vertiv Holdings, LLC,” in each case, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement. Following the closing of the Business Combination, (a) the Company will own all the equity interests of Vertiv Holdings and (b) the Vertiv Stockholder, the sole equity owner of Vertiv Holdings prior to the Business Combination, will hold a portion of the Company’s Class A common stock.

In accordance with the terms and subject to the conditions of the Merger Agreement, the aggregate merger consideration payable by us in connection with the Business Combination is expected to be approximately equal to the sum of (A) $5.095 billion (the “Merger Consideration”), which amount will be (1) increased by the amount of cash held by Vertiv Holdings and its subsidiaries as of 12:01 a.m., local time in each applicable jurisdiction, on the date of the closing of the Business Combination; (2) decreased by the amount of Vertiv Holdings’ outstanding indebtedness as of 12:01 a.m., local time in each applicable jurisdiction, on the date of the closing of the Business Combination; (3) decreased by the aggregate amount of certain transaction expenses incurred by Vertiv Holdings or its subsidiaries to the extent unpaid as of the date of the closing of the Business Combination; and (4) decreased by the amount equal to the lesser of (x) an amount equal to 50% of the cost of any representation and warranty insurance policy bound and issued in connection with the Business Combination and (y) $2,500,000 plus (B) payments made pursuant to the Tax Receivable Agreement (as described below) in respect of the cash tax savings realized (or deemed realized) in periods after the closing of the Business Combination as a result of certain pre-existing tax assets and attributes of Vertiv.

The Merger Consideration will be paid in a combination of cash and stock. The amount of the cash consideration payable to the Vertiv Stockholder at the closing of the Business Combination (the “Cash Consideration”) is $415.0 million, subject to adjustment as described below. The remainder of the consideration paid to the Vertiv Stockholder at the closing of the Business Combination will be the Stock Consideration, consisting of approximately 127.5 million newly-issued shares of our Class A common stock, subject to adjustment as described below, which shares will be valued at $10.00 per share for purposes of determining the aggregate number of shares of our Class A common stock payable to the Vertiv Stockholder as part of the Merger Consideration. In addition, the Vertiv Stockholder may be entitled to receive additional merger consideration in the form of amounts payable under the Tax Receivable Agreement to be entered into at the closing of the Business Combination, substantially in the form attached as Annex F to this proxy statement. The number of shares of our Class A common stock issued to the Vertiv Stockholder as Stock Consideration is subject to adjustment, depending on, among other things, the level of redemptions of shares of Class A common stock by our public stockholders. For more information about the Merger Agreement, please see the section entitled “Proposal No. 1—Approval of the Business Combination—The Merger Agreement.”

At the closing of the Business Combination, we will enter into the Tax Receivable Agreement, substantially in the form attached as Annex F, with the Vertiv Stockholder. The Tax Receivable Agreement will generally provide for the payment by us to the Vertiv Stockholder of 65% of the cash tax savings realized (or deemed realized) in periods after the closing of the Business Combination as a result of certainpre-existing tax assets and attributes of Vertiv. We expect to retain the benefit of the remaining 35% of these cash tax savings. For more information about the Tax Receivable Agreement, please see the section entitled “Proposal No. 1—Approval of the Business Combination—The Related Agreements—Tax Receivables Agreement.”

The PIPE Investors and the Subscribing Vertiv Executives have agreed to purchase in the aggregate approximately 123,900,000 shares of Class A common stock, for approximately $1,239,000,000 of gross proceeds, in the PIPE Investment, a portion of which is expected to be funded by the Sponsor Related PIPE Investors. In this proxy statement, we assume that approximately $1,944.0 million of the gross proceeds from the PIPE Investment and funds held in the trust account will be used to fund the Cash Consideration, the repayment of approximately $1,479.0 million under the no redemption scenario and $1,113.0 million under the maximum redemption scenario of Vertiv’s existing indebtedness and the payment of certain transaction expenses. For more information, see “Summary of the Proxy Statement—Sources and Uses of Funds for the Business Combination.”

Prior to the closing of the Business Combination, the Vertiv Stockholder owns all of the outstanding equity interests of Vertiv Holdings. The following diagram illustrates the ownership of Vertiv Holdings and its subsidiaries Vertiv Holding Corporation, Vertiv Holdco, Vertiv Group Intermediate and Vertiv Group, as of the date of this proxy statement.

It is anticipated that, upon completion of the Business Combination: (1) the Company’s public stockholders will own approximately 20% of our outstanding common stock; (2) the PIPE Investors (including the Sponsor Related PIPE Investors) and the Subscribing Vertiv Executives will own approximately 37% of our outstanding common stock; (3) the Sponsor and our other Initial Stockholders will own approximately 5% of our outstanding common stock; and (4) the Vertiv Stockholder will own approximately 38% of our outstanding common stock. These levels of ownership interest assume (a) that no shares are elected to be redeemed in connection with the Business Combination and (b) that we issue 127.5 million shares of common stock to the Vertiv Stockholder as part of the Merger Consideration in connection with the Merger Agreement. In addition, the ownership percentage with respect to the post-business combination company (a) does not take into account (1) warrants to purchase Class A common stock that will remain outstanding immediately following the Business Combination or (2) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, but (b) does include founder shares, which will automatically convert into shares of Class A common stock on aone-for-one basis upon the consummation of the Business Combination (such shares of Class A common stock will be subject to transfer restrictions). If the actual facts are different from these assumptions, the above levels of ownership interest will be different. The following diagram illustrates the anticipated ownership structure of Vertiv Holdings and its subsidiaries Vertiv Holding Corporation, Vertiv Holdco, Vertiv Group Intermediate and Vertiv Group immediately following the consummation of the Business Combination.⁽¹⁾

Percentages presented assume no redemptions of public shares in connection with the Business Combination.

Represents 123,900,000 shares of the Company’s Class A common stock, including 23 million shares subscribed for by the Sponsor Related PIPE Investors and 449,098 shares subscribed for by the Subscribing Vertiv Executives. See “Proposal No. 1—Approval of the Business Combination—Related Agreements—Subscription Agreements.”

Percentage presented does not include shares subscribed for by the Sponsor Related PIPE Investors in the PIPE Investment.

For more information, see “Summary of the Proxy Statement— Ownership of the Company Following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information.”

In evaluating the Business Combination, our Board considered a number of factors, including Vertiv’s highly attractive business model, Vertiv’s deep relationships with a diverse customer base, Vertiv’s strong recurring revenue, Vertiv’s experienced and proven management team, Vertiv’s strong balance sheet, other alternatives, terms of the Merger Agreement, continued ownership by sellers and the role of the independent directors. For more information about our decision-making process, as well as other factors, uncertainties and risks considered, see the section entitled “Proposal No. 1—Approval of the Business Combination—GSAH’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Pursuant to the GSAH Certificate of Incorporation, a public stockholder may request that we redeem all or a portion of such stockholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Computershare Trust Company, N.A., our

In addition to voting on the proposal to approve and adopt the Merger Agreement and approve the Business Combination (we refer to this proposal as the “Business Combination Proposal”), at the Special Meeting, our stockholders will be asked to vote upon:

a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of more than 20% of the Company’s outstanding common stock in connection with the Business Combination, including up to 23 million shares of our Class A common stock to the Sponsor Related PIPE Investors and up to 449,098 shares of our Class A common stock to the Subscribing Vertiv Executives (we refer to this proposal as the “NYSE Proposal”);

six separate proposals relating to adopting the New Vertiv Certificate of Incorporation, which, if approved, would take effect upon the closing of the Business Combination (we refer to these proposals, collectively, as the “Charter Proposals”);

if you are a holder of our Class B common stock, a proposal to elect nine directors to serve, effective upon the closing of the Business Combination, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2021, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (we refer to this proposal as the “Director Election Proposal”);

a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “Incentive Plan Proposal”); and

a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting (we refer to this proposal as the “Adjournment Proposal”).

Upon consummation of the Business Combination, our Board anticipates increasing its initial size from five directors to nine directors, with each director on our Board having a term that expires at the post-

Unless waived by the parties to the Merger Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, the Minimum Required Funds Condition, receipt of approvals from competition authorities in certain foreign jurisdictions (or expiration of applicable waiting periods in those jurisdictions), receipt of certain lender consents under Vertiv’s Existing Credit Agreements, the existence of no material adverse effect at the Company or Vertiv and receipt of certain stockholder approvals contemplated by this proxy statement. These conditions to closing in the Merger Agreement are for the sole benefit of the parties thereto and may be waived by such parties. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement. For more information about the closing conditions to the Business Combination, please see the section entitled “Proposal No. 1—Approval of the Business Combination—The Merger Agreement—Conditions to Closing of the Business Combination.”

The Merger Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or by GSAH or the Vertiv Stockholder in specified circumstances. For more information about the termination rights under the Merger Agreement, please see the section entitled “Proposal No. 1—Approval of the Business Combination—The Merger Agreement—Termination.”

The proposed Business Combination, including our business following the Business Combination, involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

When you consider the recommendation of our Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and our directors have interests in such proposal that are different from, or in addition to, those of our stockholders and warrant holders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. GSAH stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:

If we do not consummate a business combination by June 12, 2020 (or if such date is extended at a duly called meeting of our stockholders, such later date), we would (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the 17,250,000 shares of Class B common stock owned by our Initial Stockholders, including the Sponsor, would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our Sponsor and each of our officer and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete a

David M. Cote, our Chief Executive Officer, President and Secretary, and Chairman of our Board, is expected to be the Executive Chairman of our Board after the consummation of the Business Combination. Roger Fradin and Steven S. Reinemund, both of whom are our directors, are expected to be on our Board after consummation of the Business Combination. As such, in the future, Mr. Cote, Mr. Fradin and Mr. Reinemund will receive any cash fees, stock options, stock awards or other remuneration that our Board determines to pay to them.

Our existing officer and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Mergers and pursuant to the Merger Agreement.

In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below: (1) $10.00 per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

Upon completion of the Business Combination, an aggregate amount of approximately $50 million in deferred underwriting discount, advisory fees and placement agent fees, will be payable to Goldman Sachs & Co. LLC, an affiliate of us and the Sponsor. Additionally, Raanan A. Agus is a Participating Managing Director of Goldman Sachs and one of our directors.

Affiliates of Goldman Sachs are lenders to Vertiv under the Term Loan Facility and Asset-Based Revolving Credit Facility, with an aggregate of approximately $23.5 million and approximately $16.3 million outstanding to such affiliates in the Term Loan Facility and the Asset-Based Revolving Credit Facility, respectively, as of the date of this proxy statement. We intend to use a portion of the proceeds from the Business Combination, including the PIPE Investment, to repay a portion of the outstanding Term Loan Facility and, as a result, such affiliates would receive their pro rata portion of such proceeds. In addition, as of the date of this proxy statement, affiliates of Goldman Sachs hold an aggregate of approximately $180,000 of the Existing Notes.

The Sponsor Related PIPE Investors have subscribed for $230 million of the PIPE Investment, for which they will receive up to 23 million shares of our Class A common stock. See “Certain Relationships and Related Persons Transactions—GSAH’s Related Party Transactions—Subscription Agreements.”

Pursuant to the Amended and Restated Registration Rights Agreement (as defined below), our Initial Stockholders, the Sponsor Related PIPE Investors, the Vertiv Stockholder and others party thereto will have customary registration rights, including demand and piggy-back rights, subject to cooperation andcut-back provisions with respect to the shares of Class A common stock and warrants held by such parties.

The New Vertiv Certificate of Incorporation will contain a provision that expressly elects not to be governed by Section 203 (Delaware’s “interested stockholder” statute) of the Delaware General Corporation Law.

Why am I receiving this proxy statement?

Our stockholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve Business Combination. The Merger Agreement provides for, among other things, (1) the merger of First Merger Sub with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity; and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Vertiv Holdings with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity, in each case, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement. In accordance with the terms and subject to the conditions of the Merger Agreement, the Merger Consideration payable by us in connection with the Business Combination is expected to be approximately $5.095 billion, subject to adjustment as described herein plus the value of payments made pursuant to the Tax Receivable Agreement in respect of the cash tax savings realized (or deemed realized) in periods after the closing of the Business Combination as a result of certain pre-existing tax assets and attributes of Vertiv. See the section entitled “Proposal No. 1—Approval of the Business Combination” for more detail.

When and where is the Special Meeting?

The Special Meeting will be held on February 6, 2020 at 11:00 a.m. Pacific Time at the offices of Goldman Sachs, located at Fox Plaza, 2121 Avenue of the Stars, Suite 2600, Los Angeles, CA 90067, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

What are the specific proposals on which I am being asked to vote at the Special Meeting?

In addition to voting on a proposal to approve and adopt the Merger Agreement and approve the Business Combination, at the Special Meeting, GSAH is asking holders of its common stock to consider and vote upon:

a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of more than 20% of the Company’s outstanding common stock in connection with the Business Combination, including up to 23,000,000 shares of our Class A common stock to the Sponsor Related PIPE Investors and up to 449,098 shares of our Class A common stock to the Subscribing Vertiv Executives;

the following six separate proposals relating to adopting the New Vertiv Certificate of Incorporation, which, if approved, would take effect upon the closing of the Business Combination:

to (i) increase the number of authorized shares of capital stock, (ii) automatically convert each share of Class B common stock into one share of Class A common stock immediately prior to the consummation of the Business Combination, (iii) following such conversion, reduce the authorized shares of Class B common stock to zero and (iv) provide for certain conforming changes to the GSAH Certificate of Incorporation given the elimination of any authorized Class B common stock;

to provide that the number of directors of the Company will be fixed from time to time exclusively by our Board pursuant to a resolution adopted by a majority of our Board;

to provide a special exemption to the doctrine of corporate opportunity for each of Platinum Equity, the investment funds affiliated with or managed by Platinum Equity and the other Exempted Persons (as defined below);

to elect not to be governed by Section 203 of the DGCL and, instead, be governed by a provision substantially similar to Section 203 of the DGCL, except that such provision excludes investment funds affiliated with the Sponsor, GS Sponsor LLC and Platinum Equity and their respective successors and affiliates;

to require the approval of at least two-thirds of the voting power of our outstanding capital stock to amend certain provisions of the New Vertiv Certificate of Incorporation; and

to provide for several changes to the New Vertiv Certificate of Incorporation, including (i) removal of certain listed actions that would allow for personal liability of the Company’s directors to the Company and its stockholders, (ii) certain provisions regarding indemnification of directors and officers, (iii) removal of various provisions in the GSAH Certificate of Incorporation applicable to blank check companies that will no longer be applicable to the Company, (iv) addition of a provision whereby no class vote is required to change the authorized number of shares of such class, (v) changing the name of the Company to “Vertiv Holdings Co” and (vi) other conforming changes from the GSAH Certificate of Incorporation based on the Charter Proposals;

a proposal to elect nine directors to serve, effective upon the closing of the Business Combination, with each director on our Board having a term that expires at the post-business combination company’s annual meeting of stockholders in 2021, and until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death;

a proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan; and

a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting.

Are the proposals conditioned on one another?

Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Why is GSAH proposing the Business Combination?

GSAH was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

What will the Vertiv Stockholder receive in return for GSAH’s acquisition of all of the outstanding equity interests of Vertiv?

As a result of and upon the consummation of the Business Combination, among other things, all outstanding equity interests of Vertiv Holdings will be cancelled in exchange for the right to receive the Merger Consideration. The Merger Consideration will be paid in a combination of cash and stock. The amount of

What equity stake will current stockholders of GSAH, PIPE Investors, including the Sponsor Related PIPE Investors, and the Subscribing Vertiv Executives and the Vertiv Stockholder hold in us after the closing?

As of the date of this proxy statement, there are 86,250,000 shares of our common stock outstanding, which includes the 17,250,000 founder shares held by the Initial Stockholders and the 69,000,000 public shares. As of the date of this proxy statement, there is outstanding an aggregate of approximately 33.5 million warrants, which includes approximately 10.5 million private placement warrants held by the Sponsor and approximately 23.0 million public warrants. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock. Therefore, as of the date of this proxy statement (without giving effect to the Business Combination), our fully diluted share capital would be approximately 119.7 million.

Assumes that 55.4 million public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the related Minimum Required Funds Condition contained in the Merger Agreement) are redeemed in connection with the Business Combination.

Includes 23 million shares subscribed for by the Sponsor Related PIPE Investors and 449,098 shares subscribed for by the Subscribing Vertiv Executives. See “Proposal No. 1—Approval of the Business Combination—Related Agreements—Subscription Agreements.”

Does not include any shares subscribed for by the Sponsor Related PIPE Investors in the PIPE Investment.

What will happen in the Business Combination?

The Merger Agreement provides for, among other things, (1) the merger of First Merger Sub with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity; and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Vertiv Holdings with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity, in each case, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement. Following the closing of the Business Combination, (a) the Company will own all the equity interests of Vertiv Holdings and (b) the Vertiv Stockholder, the sole equity owner of Vertiv Holdings prior to the Business Combination, will hold a portion of the Company’s Class A common stock. See the section entitled “Proposal No. 1—Approval of the Business Combination” for more detail.

Following the Business Combination, will the Company’s securities continue to trade on a stock exchange?

Yes. We intend to apply to continue the listing of our Class A common stock, units and warrants on the NYSE under the symbols “VRT,” “VRT.U” and “VRT WS,” respectively, upon the closing of the Business Combination, though such securities may not be listed, for instance if there is not a sufficient number of round lot holders.

How has the announcement of the Business Combination affected the trading price of the Company’s Class A common stock?

On December 9, 2019, the trading date before the public announcement of the Business Combination, GSAH’s public units, Class A common stock and warrants closed at $10.90, $10.45 and $1.4709,

How will the Business Combination impact the shares of the Company outstanding after the Business Combination?

As a result of the Business Combination, including the PIPE Investment, the amount of shares of common stock outstanding will increase from 86,250,000 to approximately 337,650,000 (assuming that no public shares are redeemed). Additional shares of common stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding, including: (1) issuance of shares of Class A common stock upon exercise of the public warrants and private placement warrants after the Business Combination and (2) pursuant to the Incentive Plan, a copy of which is attached to this proxy statement as Annex G.The issuance and sale of such shares could adversely impact the market price of our common stock, even if our business is doing well.

Is the Business Combination the first step in a “going private” transaction?

No. The Company does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Vertiv to access the U.S. public markets.

Will the management of Vertiv change in the Business Combination?

We anticipate that all of the executive officers of Vertiv will remain with the post-business combination company. Additionally, David M. Cote, Rob Johnson, Jacob Kotzubei, Matthew Louie, Roger Fradin, Steven S. Reinemund, Joseph van Dokkum, Robin L. Washington and Edward L. Monser have each been nominated to serve as directors of the post-business combination company upon completion of the Business Combination. Please see the sections entitled“Proposal No. 4— Election of Directors to the Board of Director” and “Management After the Business Combination” for additional information.

Will the Company obtain new financing in connection with the Business Combination?

Yes. The PIPE Investors and the Subscribing Vertiv Executives have agreed to purchase in the aggregate approximately 123,900,000 shares of Class A common stock, for approximately $1,239,000,000 of gross proceeds, in the PIPE Investment, a portion of which is expected to be funded by the Sponsor Related PIPE Investors. The PIPE Investment is contingent upon, among other things, stockholder approval of the Business Combination Proposal and the closing of the Business Combination. See “Proposal No. 1—Approval of the Business Combination—Related Agreements—SubscriptionAgreements.” In addition, the Company will be assuming approximately $2,411.3 million under the no redemption scenario and $2,061.1 million under the maximum redemption scenario of the existing net indebtedness of Vertiv. The Company does not currently anticipate obtaining any new debt financing to fund the Business Combination.

What conditions must be satisfied to complete the Business Combination?

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the Minimum Required Funds Condition, receipt of approvals from competition authorities in certain foreign jurisdictions (or expiration of applicable waiting periods in those jurisdictions), receipt of certain lender consents under Vertiv’s Existing Credit Agreements, the existence of no material adverse effect at the Company or Vertiv and receipt of certain stockholder approvals contemplated by this proxy statement. For more information about conditions to the consummation of the Business Combination, see “Proposal No. 1—Approval of the Business Combination—The Merger Agreement.”

When do you expect the Business Combination to be completed?

It is currently expected that the Business Combination will be consummated in the first quarter of 2020. This date depends, among other things, on the approval of the proposals to be put to GSAH’s stockholders at the Special Meeting and certain regulatory approvals. However, such meeting could be adjourned if the Adjournment Proposal is adopted by GSAH’s Stockholders at the Special Meeting and GSAH elects to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting. For a description of the conditions for the completion of the Business Combination, see “Proposal No. 1—Approval of the Business Combination—The Merger Agreement.”

What happens if the Business Combination is not consummated?

If GSAH is not able to complete the Business Combination with Vertiv by June 12, 2020 (or if such date is extended at a duly called meeting of stockholders, such later date) and is not able to complete another business combination by such date, GSAH will (1) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest but less taxes payable (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of GSAH’s remaining stockholders and GSAH’s Board, dissolve and liquidate, subject in each case to GSAH’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

How many votes do I have at the Special Meeting?

Our stockholders are entitled to one vote on each proposal presented at the Special Meeting for each share of our common stock held of record as of January 16, 2020 the record date for the Special Meeting; provided that, pursuant to the GSAH Certificate of Incorporation, only holders of our Class B common stock have the right to vote on the election of directors at the Special Meeting. As of the close of business on the record date, there were 86,250,000 outstanding shares of our common stock.

Did GSAH’s Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

No. Neither the GSAH Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Vertiv is fair to us from a financial point of view. Neither the GSAH Board nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, the GSAH Board conducted due diligence on Vertiv and reviewed comparisons of selected financial data of Vertiv with certain of its peers in the industry and the financial terms set forth in the Merger Agreement. Based on the foregoing, the GSAH Board concluded that the Business Combination was in the best interest of GSAH’s stockholders.

Do I have redemption rights?

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement. Public stockholders may elect to redeem all or a portion of the public shares held by them

How do I exercise my redemption rights?

If you are a public stockholder and wish to exercise your right to redeem the public shares, you must:

(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

prior to 5:00 p.m. Eastern Time on February 4, 2020 (two business days before the scheduled date of the Special Meeting) submit a written request to Computershare Trust Company, N.A., our transfer agent, that we redeem all or a portion of your public shares for cash, affirmatively certifying in your request if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined inSection 13d-3 of the Exchange Act) with any other stockholder with respect to shares of our common stock at the following address:

deliver your public shares either physically or electronically through the Deposit Withdrawal at Custodian (“DWAC”) system of The Depository Trust Company (“DTC”) to our transfer agent.

If I am a holder of units, can I exercise redemption rights with respect to my units?

No. Holders of outstanding units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If you hold your units through a broker, bank or other nominee, you must notify your broker, bank or other nominee that you elect to separate the units into the underlying public shares and warrants, or if you hold units registered in your own name, you must contact our transfer agent directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to our transfer agent, by 5:00 p.m., Eastern Time, on February 4, 2020 (two business days before the scheduled date of the Special Meeting) in order to exercise your redemption rights with respect to your public shares.

What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences to a stockholder exercising redemption rights will depend on the particular facts and circumstances. Please see the section entitled “Proposal No. 1—Approval of the

Can the Sponsor or our officer and directors redeem their founder shares in connection with consummation of the Business Combination?

No. The Sponsor and each of our officer and directors have agreed to waive their redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine theper-share redemption price.

Is there a limit on the number of shares I may redeem?

Yes. A public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash. However, in no event is your ability to vote all of your shares (including those shares held by you or by a “group” in excess of 15% of the shares sold in our IPO) for or against our Business Combination restricted.

Is there a limit on the total number of shares that may be redeemed?

Yes. Pursuant to the GSAH Certificate of Incorporation, in no event will we redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. In such case, we would not proceed with the redemption of our public shares and the Business Combination, and instead may search for an alternate initial business combination.

Will how I vote affect my ability to exercise redemption rights?

No. Stockholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal or any other proposal set forth herein. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

If I am a Company warrant holder, can I exercise redemption rights with respect to my warrants?

No. The holders of our warrants have no redemption rights with respect to our warrants.

Do I have appraisal rights in connection with the proposed Business Combination?

No. Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the DGCL.

What happens to the funds deposited in the trust account after consummation of the Business Combination?

Following the closing of the IPO, an amount equal to $690.0 million ($10.00 per unit) of the net proceeds from the IPO and the sale of the private placement warrants was placed in the trust account. As of September 30, 2019, funds in the trust account totaled $705,013,799, including $1,093,609 of accrued dividends. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the GSAH Certificate of Incorporation to modify the substance or timing of GSAH’s obligation to redeem 100% of its public shares if it does not complete its initial business combination by June 12, 2020; and (3) the redemption of all of the public shares if GSAH is unable to complete its initial business combination by June 12, 2020 (or if such date is extended at a duly called meeting of stockholders, such later date), subject to applicable law.

What do I need to do now?

You are urged to read this proxy statement, including the Annexes and the accompanying financial statements of the Company and Vertiv Holdings, carefully and in its entirety and to consider how the Business Combination will affect you as a stockholder or warrant holder. Our stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

How do I vote?

If you are a holder of record of shares of our common stock on the record date for the Special Meeting, you may vote in person at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanyingpre-addressed postage-paid envelope.If you hold your shares in “street name,” whichmeans your shares are held of record by a broker, bank or other nominee, you should contact yourbroker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a valid proxy from your broker, bank or other nominee.

If my shares are held in “street name,” will my broker, bank or other nominee automatically vote my shares for me?

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement may have been forwarded to you by your broker, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions

Who is entitled to vote at the Special Meeting?

GSAH has fixed January 16, 2020 as the record date for the Special Meeting. If you were a stockholder of GSAH at the close of business on the record date, you are entitled to vote on matters that come before the Special Meeting; provided that, pursuant to the GSAH Certificate of Incorporation, only holders of our Class B common stock have the right to vote on the election of directors at the Special Meeting. However, a stockholder may only vote his, her or its shares if he, she or it is present in person or is represented by proxy at the Special Meeting.

What happens if I sell my shares of common stock before the Special Meeting?

The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of common stock after the applicable record date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares but the transferee, and not you, will have the ability to redeem such shares (if time permits).

What constitutes a quorum at the Special Meeting?

A majority of the outstanding shares of our common stock entitled to vote as of the record date at the Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for purposes of determining a quorum but brokernon-votes will not. Our Initial Stockholders, who currently own approximately 20% of our outstanding shares of Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. Based on the number of outstanding shares of our common stock as of the record date for the Special Meeting, 43,125,001 shares of our common stock will be required to achieve a quorum at the Special Meeting.

What vote is required to approve each proposal at the Special Meeting?

The following votes are required for each proposal at the Special Meeting:

Business Combination Proposal:The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Generally, only votes “FOR” or “AGAINST” are considered to be votes cast. Accordingly, a Company stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a brokernon-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Business Combination Proposal.

NYSE Proposal:The approval of the NYSE Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. A Company stockholder’s failure to vote by proxy or to vote in person at the Special Meeting and a brokernon-vote with regard to the NYSE Proposal will have no effect on the NYSE Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor. Accordingly, abstentions will have the same effect as a vote “AGAINST” the NYSE Proposal.

Charter Proposals: The separate approval of each of the Charter Proposals requires the affirmative vote of holders of a majority of our outstanding shares of common stock entitled to vote thereon at the Special Meeting. Accordingly, a Company stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a brokernon-vote with regard to any of the Charter Proposals will have the same effect as a vote “AGAINST” such Charter Proposal.

Director Election Proposal: Pursuant to the GSAH Certificate of Incorporation, until the consummation of our initial business combination, only holders of our Class B common stock can elect or remove directors. Therefore, only holders of our Class B common stock will vote on the election of directors at the Special Meeting. Directors are elected by a plurality of all of the votes cast by holders of shares of our Class B common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. This means that the nine director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions and brokernon-votes will have no effect on the election of directors.

Incentive Plan Proposal:The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. A Company stockholder’s failure to vote by proxy or to vote in person at the Special Meeting and a brokernon-vote with regard to the Incentive Plan Proposal will have no effect on the Incentive Plan Proposal. The NYSE considers abstentions to be votes cast and included in the number of shares of which a majority is required to vote in favor. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Incentive Plan Proposal.

Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our outstanding shares of common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. Generally, only votes “FOR” or “AGAINST” are considered to be votes cast. Accordingly, a Company stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, as well as an abstention from voting and a brokernon-vote will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

What are the recommendations of GSAH’s Board?

GSAH’s Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of GSAH’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the NYSE Proposal, “FOR” each of the separate Charter Proposals, “FOR” each of the director nominees set forth in the Director Election Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

How do the Initial Stockholders intend to vote their shares?

The Sponsor and each of our officer and directors have agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals described herein to be presented at the Special Meeting. As of the date of this proxy statement, the Initial Stockholders own approximately 20% of the outstanding shares of our common stock.

May I change my vote after I have mailed my signed proxy card?

Yes. GSAH stockholders may send a later-dated, signed proxy card to GSAH’s Secretary at GSAH’s address set forth below so that it is received by GSAH’s Secretary prior to the vote at the Special Meeting (which is scheduled to take place on February 6, 2020) or attend the Special Meeting in person and vote. GSAH stockholders also may revoke their proxy by sending a notice of revocation to GSAH’s Secretary, which must be received by GSAH’s Secretary prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or other nominee, you must contact your broker, bank or other nominee to change your vote.

If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement carefully and in its entirety, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting.

What happens if I fail to take any action with respect to the Special Meeting?

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and the Business Combination is consummated, you will become a stockholder or warrant holder of the post-business combination company, as applicable. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a stockholder or warrant holder of GSAH, as applicable. However, if you fail to vote with respect to the Special Meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).

What should I do with my stock certificates, warrant certificates or unit certificates?

Our stockholders who exercise their redemption rights must deliver (either physically or electronically) their stock certificates to our transfer agent prior to the Special Meeting.

What should I do if I receive more than one set of voting materials?

GSAH stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of our common stock.

Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

We will pay the cost of soliciting proxies for the Special Meeting. GSAH has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Special Meeting. GSAH has agreed to pay Morrow a fee of $40,000, plus disbursements. GSAH will reimburse Morrow for reasonableout-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. GSAH will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. GSAH’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the proposals or the Business Combination or if you need additional copies of the proxy statement or the enclosed proxy card, you should contact: