Item 1.01 Entry into a Material Definitive Agreement.
On August 7, 2023, Vertiv Holdings Co, a Delaware corporation (the “Company”), VPE Holdings, LLC (the “Selling Shareholder”) and BofA Securities, Inc. (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Shareholder agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Shareholder, subject to and upon the terms and conditions set forth therein, 20,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of the Company.
The Selling Shareholder completed the sale of an aggregate of 20,000,000 shares of Class A common stock to the Underwriter on August 9, 2023. The Selling Shareholder received net proceeds from the offering of approximately $698,200,000, before estimated offering expenses. The Company did not receive any proceeds in the offering.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Shareholder and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company and the Selling Shareholder have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriter may be required to make in respect of these liabilities.
Pursuant to the Underwriting Agreement, the Company, the directors and officers of the Company and certain affiliates of the Company have agreed not to sell or otherwise dispose of any Class A common stock held by them for a period ending 30 days after the date of the Underwriting Agreement without first obtaining the written consent of the representatives of the Underwriter, subject to certain exceptions. In addition, the Selling Shareholder has agreed to the same restrictions (described above) for a period ending 60 days after the date of the Underwriting Agreement.
The offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-236334), a base prospectus, dated May 10, 2021, included as part of the registration statement, the press release, dated August 7, 2023, filed by the Company as a free writing prospectus with the Securities and Exchange Commission pursuant to Rule 433 under the Securities Act and a prospectus supplement, dated August 7, 2023, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms, but is not intended to provide any other factual information about the Company or the Selling Shareholder. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the agreement, and may be subject to limitations agreed upon by such parties.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
The legal opinion of Latham & Watkins LLP relating to the validity of the Class A common stock is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
