Item 1.01 Entry into a Material Definitive Agreement.
On December 10, 2019, in connection with the closing of the business combination
between Vertiv Holdings, LLC and GS Acquisition Holdings Corp, now known as
Vertiv Holdings Co (the "Company"), the Company entered into a Tax Receivable
Agreement (the "Prior Agreement") with VPE Holdings, LLC (the "Stockholder"), an
affiliate of Platinum Equity, LLC. Under the Prior Agreement, the Company
generally agreed to pay the Stockholder 65% of the cash tax savings in U.S.
federal, state, local and certain foreign taxes that the Company actually
realized (or was deemed to realize) in periods after the closing of the business
combination as a result of (i) increases in the tax basis of certain intangible
assets of the Company resulting from certain pre-closing acquisitions, (ii)
certain U.S. federal income tax credits for increasing research activities and
(iii) tax deductions in respect of certain business combination expenses. In the
twelfth year of the Prior Agreement, the Company was required to make an
additional payment to the Stockholder based on 65% of the remaining tax benefits
that had not been realized under the Prior Agreement.
On December 31, 2021 (the "Effective Date"), the Company and the Stockholder
entered into that certain TRA Repurchase Agreement (the "Agreement"), pursuant
to which the parties agreed to amend and supplement the Prior Agreement to
replace the Company's remaining payment obligations under the Prior Agreement
with an obligation to pay $100 million in cash in two equal installments (the
"TRA Repurchase"). Following the Effective Date, no payments under the Prior
Agreement will be made or owed by the Company to the Stockholder, except for the
installment payments (and any accrued interest thereon). The first installment
payment will be due on or before June 15, 2022, and the second installment
payment will be due on or before September 15, 2022. Upon receipt of the second
installment payment, the Agreement will terminate and the Company will not be
required to make any further payments to the Stockholder pursuant to the
Agreement or the Prior Agreement.
In the event of a change of control of the Company prior to delivery of the
second installment payment, all unpaid installment payments (together with any
accrued interest thereon) will accelerate and become payable upon the
consummation of such change of control. In addition, in the event of a material
breach by the Company of any of its material obligations under the Agreement,
all unpaid obligations under the Agreement will accelerate and become payable
immediately and will accrue interest at a rate equal to the lesser of the
Default Rate and the Maximum Rate (each, as defined in the Prior Agreement)
until satisfied in full.
As of November 4, 2021, the Stockholder beneficially owned 37,955,215 shares of
the Company's Class A common stock, representing approximately 10% of the
Company's outstanding Class A common stock. In accordance with the Company's
Related Person Transactions Policy, the Agreement and the transactions
contemplated thereby were reviewed and approved by the Audit Committee of the
Board of Directors of the Company.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 7.01
On January 6, 2022, the Company issued a press release announcing the TRA
Repurchase. The full text of the press release is attached as Exhibit 99.1 to
this Current Report and is incorporated by reference herein.
The information set forth in this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section. The information in this Item 7.01,
including Exhibit 99.1, shall not be deemed incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01 (d) Financial Statements and Exhibits
    Exhibit No.           Exhibit Description

10.1                        TRA Repurchase Agreement, dated as of December 31, 2021, by and between
                          Vertiv Holdings Co and VPE Holdings, LLC
99.1                        Press release of Vertiv Holdings Co dated

January 6, 2022 (Tax Receivable


                          Agreement)
104                       Cover Page Interactive Date File (embedded within

the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses