UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 13, 2023, Vertiv Group Corporation, a Delaware corporation (the “Borrower”) and an indirect wholly-owned subsidiary of Vertiv Holdings Co (the “Company”), Vertiv Intermediate Holding II Corporation, a Delaware corporation (“Holdings”) and the direct parent of the Borrower, as a guarantor, and certain subsidiaries of the Borrower party thereto as guarantors entered into an Amendment No. 3 to Term Loan Credit Agreement (the “Amendment”) with Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the lenders party thereto. The Amendment amends the Term Loan Credit Agreement, dated as of March 2, 2020 (as amended by Amendment No. 1, dated as of March 10, 2021, Amendment No. 2, dated as of June 22, 2023, and as amended by the Amendment, the “Credit Agreement”), by and among Holdings, the Borrower, the Administrative Agent and the lenders from time to time party thereto.
Pursuant to the Amendment, among other modifications, the interest rate margin for the Borrower’s outstanding term loans under the Credit Agreement was reduced by 0.25%, to 2.50% in respect of term loans bearing interest based on the Term SOFR rate and to 1.50% in respect of term loans bearing interest based on a base rate defined in the Credit Agreement.
The maturity date for such term loans remains March 2, 2027, and all other material provisions of the Credit Agreement remain materially unchanged. As of December 13, 2023, the principal amount outstanding under the Credit Agreement was approximately $2,123,453,750.12.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto. The representations and warranties contained in the Amendment were made only for purposes of that amendment and as of the dates specified therein; were solely for the benefit of certain parties to the 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 Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company.
A copy of a press release issued in connection with the Amendment is attached hereto as Exhibit 99.1.
| 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
| 10.1 | Amendment No. 3 to Term Loan Credit Agreement, dated as of December 13, 2023, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent. | |
| 99.1 | Press Release, dated December 13, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
Dated: December 13, 2023
| VERTIV HOLDINGS CO | ||
| By: | /s/ David Fallon | |
| Name: | David Fallon | |
| Title: | Chief Financial Officer | |
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