Cover and table of contents

10-K 1 d666662d10k.htm 10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

Or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

To

Commission File No. 001-38518

GS Acquisition Holdings Corp

(Exact name of registrant as specified in its charter)

Delaware		81-2376902
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
200 West Street New York, New York		10282 (Zip Code)
(Address of Principal Executive Offices)

(212) 902-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
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		New York Stock Exchange
Class A common stock, par value $0.0001 per share		New York Stock Exchange
Redeemable warrants to purchase one share of Class A common stock		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

At June 30, 2018 (the last business day of the Registrant’s most recently completed second fiscal quarter), the Registrant was a public company but its Class A common stock were not yet able to be traded separately from the Units. The Registrant’s Class A common stock began trading on the New York Stock Exchange on July 30, 2018. The aggregate market value of the Registrant’s Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, at December 31, 2018 was approximately $676,200,000.

As of March 11, 2019, there were 69,000,000 shares of the our Class A common stock, par value $0.0001, and 17,250,000 shares of the our Class B common stock, par value $0.0001, issued and outstanding.

Table of Contents

GS ACQUISITION HOLDINGS CORP

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018

TABLE OF CONTENTS

				PAGE
PART I.
Item 1.		Business			2
Item 1A.		Risk Factors			29
Item 1B.		Unresolved Staff Comments			61
Item 2.		Properties			61
Item 3.		Legal Proceedings			61
Item 4.		Mine Safety Disclosures			62
PART II.
Item 5.		Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			62
Item 6.		Selected Financial Data			64
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			64
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk			68
Item 8.		Financial Statements and Supplementary Data			69
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			83
Item 9A.		Controls and Procedures			83
Item 9B.		Other Information			83
PART III.
Item 10.		Directors, Executive Officers and Corporate Governance			84
Item 11.		Executive Compensation			93
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			94
Item 13.		Certain Relationships and Related Transactions, and Director Independence			95
Item 14.		Principal Accounting Fees and Services			97
PART IV.
Item 15.		Exhibits, Financial Statement Schedules			98
Item 16.		Form 10-K Summary			98

i

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements about:

	•		our ability to select an appropriate target business or businesses;

	•		our ability to complete our initial business combination;

	•		our expectations around the performance of a prospective target business or businesses;

	•		our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	•		our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

	•		actual and potential conflicts of interest relating to Goldman Sachs (as defined below) and other GS Accounts (as defined below);

	•		our ability to draw from the support and expertise of the Goldman Sachs organization;

	•		our potential ability to obtain additional financing to complete our initial business combination;

	•		our pool of prospective target businesses, including the location and industry of such target businesses;

	•		the ability of our officers and directors to generate a number of potential business combination opportunities;

	•		our public securities’ potential liquidity and trading;

	•		the lack of a market for our securities;

	•		the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

	•		the Trust Account not being subject to claims of third parties; or

	•		our financial performance

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this Cautionary Note Regarding Forward-Looking Statements.

Table of Contents

PART I.

References in this Annual Report on Form 10-K (this “Annual Report”) to “we,” “us,” “our” or the “Company” are to GS Acquisition Holdings Corp, a Delaware corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to GS DC Sponsor I LLC, a Delaware limited liability company and an affiliate of each of (1) David M. Cote, our Chief Executive Officer, President and Secretary, and Chairman of our Board of Directors, and (2) Goldman Sachs Asset Management (“GSAM”), a division of the Goldman Sachs Group, Inc. (“Goldman Sachs”), a Delaware corporation. References to our “initial stockholders” refer to our Sponsor and our officers and directors. References to “GS Accounts” refer to Goldman Sachs’ own accounts, accounts in which personnel of Goldman Sachs have an interest, accounts of Goldman Sachs’ clients, and pooled investment vehicles that Goldman Sachs sponsors, manages or advises, including, without limitation, separately managed accounts and pooled investment vehicles such as mutual funds, collective trusts and alternative investment funds that are sponsored, managed or advised by GSAM.