Sec Form 13D Filing - PLATINUM EQUITY LLC filing for Vertiv Holdings Co (VRT) - 2023-08-09

 

 

CUSIP No. 92537N108

13D

Page 8 of  pages

 

1	NAME OF REPORTING PERSONS   Platinum Equity Investment Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   18,071,155
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   18,071,155

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   18,071,155
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.7%
14	TYPE OF REPORTING PERSON   OO (Delaware limited liability company)

 

 

CUSIP No. 92537N108

13D

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1	NAME OF REPORTING PERSONS   Platinum Equity, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   18,071,155
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   18,071,155

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   18,071,155
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.7%
14	TYPE OF REPORTING PERSON   OO (Delaware limited liability company)

 

 

CUSIP No. 92537N108

13D

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1	NAME OF REPORTING PERSONS   Tom Gores
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   UNITED STATES

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   18,071,155
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   18,071,155

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   18,071,155
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.7%
14	TYPE OF REPORTING PERSON   IN

 

 

CUSIP No. 92537N108

13D

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Explanatory Note

 

This Amendment No. 5 (“Amendment No. 5”) amends the Schedule 13D originally filed on February 21, 2020 (as amended to date, the “Schedule 13D”) by VPE Holdings, LLC (“VPE”), Vertiv JV Holdings, LLC (“JV”), PE Vertiv Holdings, LLC (“PE Vertiv”), Platinum Equity Partners III, LLC (“Partners III”), Platinum Equity Investment Holdings III, LLC (“Holdings III”), Platinum Equity InvestCo, L.P. (“InvestCo LP”), Platinum Equity Investment Holdings IC (Cayman), LLC (“Cayman Holdings”), Platinum Equity Investment Holdings, LLC (“Holdings”), Platinum Equity, LLC (“Platinum”) and Mr. Tom Gores (each, a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of the Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of Vertiv Holdings Co (formerly known as GS Acquisition Holdings Corp, the “Issuer”). Capitalized terms used herein but not defined herein shall have the meaning attributed to them in the Schedule 13D.

 

Item 4.

Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

2023 Underwriting Offering

 

On August 9, 2023 (the “Closing Date”), VPE sold 20,000,000 shares of Class A Common Stock to BofA Securities, Inc. (the “Underwriter”) at a price of $34.91 per share in a registered offering (the “2023 Offering”) pursuant to an Underwriting Agreement dated as of August 7, 2023 (the “2023 Underwriting Agreement”).

 

Lock-Up Agreement

 

On August 7, 2023, pursuant to the 2023 Underwriting Agreement, the Issuer, VPE and the Underwriter entered into a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which VPE agreed, for a period ending at the close of business on the date that is 60 days after the Closing Date (the “Restricted Period”), to not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock (collectively, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) take any action that shall require the Issuer to file with the SEC a registration statement relating to the Lock-Up Securities during the Restricted Period; provided that, the Issuer may make a confidential or non-public submission with the SEC of a registration statement relating to the Lock-Up Securities during the Restricted Period, so long as any such confidential or non-public submission shall not become a publicly available registration statement during the Restricted Period, or (4) publicly disclose the intention to do any of the foregoing.

 

Stockholders Agreement

 

Following the closing of the 2023 Offering, VPE holds less than 5% of the outstanding Class A Common Stock and therefore no longer has the right to designate any directors for nomination to the Issuer’s board of directors pursuant to the stockholders agreement dated as of February 7, 2020, by and among the Issuer, GS Sponsor LLC, Cote SPAC 1 LLC, and VPE (the “Stockholders Agreement”). Further, because VPE no longer has the right to designate at least one director for nomination pursuant to the Stockholders Agreement, the voting agreement provisions of the Stockholders Agreement are no longer of any force or effect.

 

The above descriptions of the 2023 Underwriting Agreement, the Lock-Up Agreement and the Stockholders Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is filed as an exhibit to the Schedule 13D and incorporated herein by reference.

 

 

CUSIP No. 92537N108

13D

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Item 5.

Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a)-(b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each o f the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 380,643,695 shares of Class A Common Stock outstanding as of the date hereof, which includes: (i) 380,527,755 shares of Class A Common Stock outstanding as of July 31, 2023, as reported in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed by the Issuer with the SEC on August 2, 2023, and (ii) 115,940 shares of Class A Common Stock underlying stock options exercisable within 60 days, which may be deemed to be beneficially owned by VPE.

 

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
VPE Holdings, LLC			18,071,155				4.7	%			0				18,071,155				0				18,071,155
Vertiv JV Holdings, LLC			18,071,155				4.7	%			0				18,071,155				0				18,071,155
PE Vertiv Holdings, LLC			18,071,155				4.7	%			0				18,071,155				0				18,071,155
Platinum Equity Partners III, LLC			18,071,155				4.7	%			0				18,071,155				0				18,071,155
Platinum Equity Investment Holdings III, LLC			18,071,155				4.7	%			0				18,071,155				0				18,071,155
Platinum Equity InvestCo, L.P.			18,071,155				4.7	%			0				18,071,155				0				18,071,155
Platinum Equity Investment Holdings IC (Cayman), LLC			18,071,155				4.7	%			0				18,071,155				0				18,071,155
Platinum Equity Investment Holdings, LLC			18,071,155				4.7	%			0				18,071,155				0				18,071,155
Platinum Equity, LLC			18,071,155				4.7	%			0				18,071,155				0				18,071,155
Tom Gores			18,071,155				4.7	%			0				18,071,155				0				18,071,155

 

Represents (a) 17,955,215 shares of Class A Common Stock owned directly by VPE and (b) 115,940 shares of Class A Common Stock underlying stock options exercisable within 60 days, which may be deemed to be beneficially owned by VPE.

 

Tom Gores is the manager of Platinum, which is the sole member of Holdings, which is the sole member of Cayman Holdings, which is the general partner of InvestCo LP, which is the sole member of Holdings III, which is the managing member of an entity (the “Coinvest Entity”) that is a member of PE Vertiv and the senior managing member of Partners III, which is the general partner of four entities that, together with the Coinvest Entity, hold a majority of the of membership interests of PE Vertiv, which owns a majority of the outstanding interests of JV, which owns a majority of the outstanding interests of VPE. By virtue of these relationships, each of the entities named herein and Mr. Gores may be deemed to share beneficial ownership of the securities reported herein.

 

(c) Except as described in Item 4, during the past 60 days, none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.

 

 

CUSIP No. 92537N108

13D

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(d) None.

 

(e) As of August 9, 2023, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Class A Common Stock.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended and supplemented as follows:

 

Item 4 above summarizes certain provisions of the 2023 Underwriting Agreement, the Lock-Up Agreement, and the Stockholders Agreement and is incorporated herein by reference. A copy of each such agreement is attached as an exhibit to the Schedule 13D and incorporated herein by reference.

 

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Materials to be Filed as Exhibits

 

Item 7 is hereby amended and restated in its entirety as follows:

 

Exhibit Number*		Description
1		Joint Filing Agreement.
2		Underwriting Agreement, dated as of August 7, 2023, by and among Vertiv Holdings Co, VPE Holdings, LLC and BofA Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on August 9, 2023).
3		Form of Lock-Up Agreement (incorporated by reference to Exhibit A of Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on August 9, 2023).
4		Stockholders Agreement, dated as of February 7, 2020, by and among Vertiv Holdings Co, GS Sponsor LLC, Cote SPAC 1 LLC, and VPE Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on February 7, 2020).

 

 

CUSIP No. 92537N108

13D

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 9, 2023

 

	VPE Holdings, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	President
	Vertiv JV Holdings, LLC
	By: Platinum Equity Partners IV, L.P., its manager
	By: Platinum Equity Partners IV, LLC, its general partner
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Secretary
	PE Vertiv Holdings, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	President
	Platinum Equity Partners III, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Secretary
	Platinum Equity Investment Holdings III, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Secretary
	Platinum Equity InvestCo, L.P.
	By: Platinum Equity Investment Holdings IC (Cayman), LLC,
	its General Partner
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	President
	Platinum Equity Investment Holdings IC (Cayman), LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	President

 

 

CUSIP No. 92537N108

13D

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	Platinum Equity Investment Holdings, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Secretary
	Platinum Equity, LLC
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Executive Vice President, Chief Financial Officer and Treasurer
	Tom Gores
	By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Attorney-in-Fact