UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2020
| VERTIV HOLDINGS CO |
| Exact name of registrant as specified in its charter |
| | | | | |
| | | | | |
| Delaware | | 001-38518 | | 81-2376902 |
| (State or other Jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | | | | |
| 1050 Dearborn Drive, Columbus, Ohio 43085 |
| (Address of principal executive offices, including zip code) |
| | | | | |
| Registrant's telephone number, including area code: 614-888-0246 |
| | | | | |
| | | | | |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, $0.0001 par value per share | | VRT | | New York Stock Exchange |
| Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant to purchase one share of Class A common stock | | VERT.U | | New York Stock Exchange |
| Redeemable warrants to purchase Class A common stock | | VRT WS | | New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On August 11, 2020, Vertiv Holdings Co (the “Company”) announced the launch of an underwritten public offering of 20,000,000 shares of the Company’s Class A common stock by a selling shareholder, VPE Holdings, LLC (the “Secondary Offering”). On August 12, 2020, the Company announced the pricing of the Secondary Offering. Copies of the press releases announcing the launch and pricing of the Secondary Offering are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 12, 2020 | Vertiv Holdings Co | |
| | | |
| | /s/ Rob Johnson | |
| | Name: Rob Johnson | |
| | Title: Chief Executive Officer | |
