Vertiv Holdings LLC, a global provider of digital infrastructure and continuity solutions headquartered in Columbus, will become a publicly traded company through a merger with GS Acquisition Holdings Corp, a special purpose acquisition company co-sponsored by an affiliate of The Goldman Sachs Group Inc. and David M. Cote. The company was called Emerson Network Power until Platinum Equity acquired it in 2016.
Cote, CEO of GSAH and former executive chairman of the board and CEO of Honeywell, will serve as executive chairman of Vertiv. Vertiv’s existing management team will continue to be led by 30-year industry veteran CEO Rob Johnson.
The transaction, unanimously approved by both boards, is expected to close in the first quarter of 2020, subject to customary closing conditions, including regulatory approvals, and approval of GSAH’s stockholders. At closing, the company’s name will be changed to Vertiv Holdings Co. and Vertiv’s stock will trade under the ticker symbol NYSE: VRT.
Upon closing, Vertiv will have an anticipated pro forma enterprise value of approximately $5.3 billion, or 8.9x the company’s estimated 2020 pro forma Adjusted EBITDA of approximately $595 million.
“This transaction enables us to accelerate our growth and innovation strategy and broaden our opportunities as we continue to focus on the ever-evolving needs of our customers,” Vertiv CEO Rob Johnson said, in a statement. “Our partnership with David, who has a proven track record of driving operational improvements and shareholder value, will further enhance our trajectory as we look to capitalize on our strong foundation in a growing industry.”
Vertiv is a Platinum Equity portfolio company, which is based in Beverly Hills, California. Platinum Equity Partner Jacob Kotzubei will become a board member of the newly listed company.
Upon completion, the public stockholders of GSAH, Platinum Equity will hold approximately 38 percent of Vertiv Holdings Co and the sponsor (including Cote and affiliates of The Goldman Sachs Group) will own approximately 5 percent of Vertiv Holdings Co. In addition to the approximately $705 million of cash held in GSAH’s trust account, additional investors (including affiliates of Cote and affiliates of The Goldman Sachs Group.) have committed to participate in the transaction through a $1.239 billion private placement.
After redemptions by the public stockholders of GSAH, the balance of the approximately $705 million in cash held in GSAH’s trust account, together with the $1.239 billion private placement, will be used to pay $415 million cash consideration (subject to certain adjustments) to Vertiv stockholders, pay transaction expenses and reduce Vertiv’s existing indebtedness to up to 3.6x 2019 estimated pro forma Adjusted EBITDA. The remainder of the consideration payable to the stockholders of Vertiv will consist of shares of GSAH common stock.
With operations in more than 130 countries, Vertiv delivers hardware, software, analytics and ongoing services to its customers. The company’s portfolio of power, thermal and IT management along with cooling and IT infrastructure solutions and services that extend from the cloud to the edge of the network, generated nearly $4.3 billion in revenue in 2018.
Goldman Sachs & Co. LLC acted as lead placement agent and exclusive financial adviser to GSAH. J.P. Morgan Securities LLC acted as financial adviser to Vertiv. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal adviser to GSAH. Morgan, Lewis & Bockius, LLP and Gibson, Dunn & Crutcher LLP acted as joint legal advisers to Platinum Equity and Vertiv.