| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 20, 2022, Vertiv Group Corporation, a Delaware corporation (the “Lead Borrower”), Vertiv Intermediate Holding II Corporation, a Delaware corporation and the direct parent of the Lead Borrower, as a guarantor, and certain subsidiaries of the Lead Borrower party thereto as guarantors or borrowers, as applicable (the “Credit Parties”), each indirect wholly owned subsidiaries of Vertiv Holdings Co (the “Company” and together with its subsidiaries, “we” or “our”), entered into (i) Amendment No. 6 to the Revolving Credit Agreement (the “Sixth Amendment”) and (ii) Amendment No. 7 to the Revolving Credit Agreement (the “Seventh Amendment” and together with the Sixth Amendment, the “Amendments”), each with JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders and other persons party thereto. The Amendments each amend the current Revolving Credit Agreement, dated as of November 30, 2016, by and among, the Credit Parties, the Administrative Agent and the lenders and other persons from time to time party thereto (as amended, the “Credit Agreement”).
Pursuant to the Sixth Amendment, among other modifications, the interest rate benchmark for currently outstanding and future revolving loans was converted from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR) (with a 10 basis points credit spread adjustment for all available tenors), Euro Interbank Offered Rate (EURIBOR) and Sterling Overnight Indexed Average (SONIA), as applicable. Under to the Seventh Amendment, the U.S. revolving loan commitments in connection with the U.S. tranche was increased by $115,000,000 to a total loan commitment of $570,000,000 under the Credit Agreement.
All other material provisions of the Credit Agreement remain materially unchanged, including the March 2, 2025 maturity date. As of September 20, 2022, the principal amount outstanding under the Credit Agreement was approximately $280,000,000. The terms of the Credit Parties’ outstanding indebtedness under the long-term credit facility and the secured notes are unaffected by the Credit Parties entering into the Amendments.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Sixth Amendment and the Seventh Amendment, which are filed as Exhibit 10.1(a) and Exhibit 10.1(b) hereto. The representations and warranties contained in the Sixth Amendment and Seventh Amendment, as applicable, were made only for purposes of such amendment and as of the dates specified therein; were solely for the benefit of certain parties to such Amendments; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendments, which subsequent information may or may not be fully reflected in public disclosures by the Company.
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