| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 16, 2024, 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 Amendment No. 8 to the Revolving Credit Agreement (the “Eighth Amendment”), with JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders and other persons party thereto. The Amendment amends 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 Eighth Amendment, among other modifications, the maturity date of the credit facility was extended to be 5 years from the date of the Eighth Amendment (subject to an earlier springing maturity date if certain other indebtedness for borrowed money matures earlier), the revolving loan commitments were increased by $30.0 million to a total loan commitment of $600.0 million under the ABL revolving credit facility (with the U.S. tranche being increased by $87 million and certain other tranches being reduced), the swingline commitment was increased from $75 million to $100 million, certain borrowing base reporting requirements were modified and the French tranche and the FILO tranches were removed from the credit facility. The Eighth Amendment also permits the Credit Parties to request an increase in commitments of up to an additional $200 million (up from $30 million), subject to obtaining commitments from existing and/or new lenders.
All other material provisions of the Credit Agreement remain materially unchanged. As of December 31, 2023, there was no principal amount outstanding under the Credit Agreement. The terms of the Credit Parties’ obligations under the long-term credit facility and the secured notes are unaffected by the Credit Parties entering into the Eighth Amendment.
The foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the Eighth Amendment, which is filed as Exhibit 10.1(a) hereto. The representations and warranties contained in the Eighth Amendment 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 Eighth Amendment; 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 Eighth Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
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