Vertiv Holdings (VRT) 10-K risk factor changes: FY2019 vs FY2018

_An investment in our securities involves [removed: a high degree of risk.][added: risks and uncertainties.]

You should [removed: consider] carefully [removed: all of] [added: consider] the [added: following] risks [removed: described below, together with] [added: as well as] the other information [removed: contained] [added: included] in this Annual [removed: Report,] [added: Report on Form 10-K,] including [removed: our] [added: “Cautionary Statement About Regarding Forward-Looking Statements,” “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the] financial statements and [added: the] related [removed: notes,] [added: notes thereto included elsewhere in this Annual Report on Form 10-K,] before [removed: making a decision to invest] [added: investing] in our securities.

[removed: If any] [added: Any] of the following [removed: events occur,] [added: risks could materially and adversely affect] our business, financial [removed: condition and operating] [added: condition,] results [removed: may be materially adversely affected.][added: of operations or prospects.]

In [removed: that event,] [added: such a case,] the trading price of our securities could [removed: decline,] [added: decline] and you [removed: could] [added: may] lose all or part of your [removed: investment.][added: investment in us.]

[removed: The] [added: However, the selected] risks [removed: and uncertainties] described below are not the only [removed: ones we face.][added: risks facing us.]

Additional risks and uncertainties [removed: that we are unaware of,] [added: not currently known to us] or [removed: that] [added: those] we currently [removed: believe are not material,] [added: view to be immaterial] may also [removed: become important factors that] [added: materially and] adversely affect our business, financial [removed: condition and operating results._][added: condition, results of operations or prospects.]

In order to continue listing our securities on the [removed: NYSE prior to our Initial Business Combination,] [added: NYSE,] we must maintain certain financial, distribution and share price levels.

If the NYSE delists any of our securities from trading on its exchange and we are not able to list [removed: such] [added: our] securities on another national securities exchange, we expect [removed: such] [added: our] securities could be quoted on an over-the-counter market.

| | • | [removed: |] a limited availability of market quotations for our securities; |

| | • | [removed: |] reduced liquidity for our securities; |

| | • | [removed: |] a determination that our Class A common stock [removed: is] [added: are] a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |

| | • | [removed: |] a limited amount of news and analyst coverage; and |

| | • | [removed: |] a decreased ability to issue additional securities or obtain additional financing in the future. |

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our [removed: Units and our] Class A common [removed: stock] [added: stock, public warrants] and [removed: Warrants] [added: units] are listed on the NYSE, our [removed: Units,] Class A common [removed: stock] [added: stock, public warrants] and [removed: Warrants qualified] [added: units qualify] as covered securities under such statute.

[removed: Further, if] [added: If] we were no longer listed on the NYSE, our securities would not [removed: qualify as] [added: be] covered securities [removed: under such statute] and we would be subject to regulation in each state in which we offer our securities.

[removed: _We] [added: _The warrants] may [removed: amend] [added: not continue to be in] the [added: money, they may expire worthless and the] terms of the [removed: Warrants] [added: warrants may be amended] in a manner that may be adverse to holders of [removed: public Warrants] [added: our warrants] with the approval by the holders of at least 50% of the then outstanding public [removed: Warrants.][added: warrants.]

As a result, the exercise price of [removed: your Warrants] [added: the warrants] could be increased, the [removed: Warrants] [added: warrants] could be converted into cash or stock (at a ratio different than initially provided), the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a [removed: Warrant] [added: warrant] could be decreased, all without [removed: your] [added: a warrant holder’s] approval._

Our [removed: Warrants] [added: warrants] were issued in registered form under a [removed: Warrant] [added: warrant] agreement between Computershare Trust Company, N.A. and Computershare Inc., acting together as warrant [removed: agent,] [added: agent (together, “_Computershare_”),] and us.

The warrant agreement provides that the terms of the [removed: Warrants] [added: warrants] may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public [removed: Warrants] [added: warrants] to make any change that adversely affects the interests of the registered holders of [removed: public Warrants.][added: warrants.]

Accordingly, we may amend the terms of the [removed: public Warrants] [added: warrants] in a manner adverse to a holder if holders of at least 50% of the then outstanding public [removed: Warrants] [added: warrants] approve of such amendment.

Although our ability to amend the terms of the [removed: public Warrants] [added: warrants] with the consent of at least 50% of the then outstanding public [removed: Warrants] [added: warrants] is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the [removed: Warrants,] [added: warrants,] convert the [added: warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.]

_We may redeem [removed: your] unexpired [removed: Warrants] [added: warrants] prior to their exercise at a time that is disadvantageous to [removed: you,] [added: a warrant holder,] thereby making [removed: your Warrants] [added: the warrants] worthless._

We have the ability to redeem outstanding [removed: Warrants] [added: warrants] at any time [removed: after they become exercisable and] prior to their expiration, at a price of $0.01 per [removed: Warrant,] [added: warrant,] provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the [removed: Warrant] [added: warrant] holders.

Redemption of the outstanding [removed: Warrants] [added: warrants] could force [removed: you] [added: warrant holders] to: (1) exercise [removed: your Warrants] [added: their warrants] and pay the exercise price therefor at a time when it may be disadvantageous [removed: for you] to do so (2) sell [removed: your Warrants] [added: their warrants] at the then-current market price when [removed: you] [added: they] might otherwise wish to hold [removed: your Warrants;] [added: their warrants;] or (3) accept the nominal redemption price which, at the time the outstanding [removed: Warrants] [added: warrants] are called for redemption, is likely to be substantially less than the market value of [removed: your Warrants.][added: the warrants.]

None of the [removed: Private Placement Warrants] [added: private placement warrants] will be redeemable by us so long as they are held by [removed: our] [added: the] Sponsor [added: Members] or [removed: its] [added: their] permitted transferees.

In addition, [added: following June 6, 2020,] we may redeem [removed: your Warrants after they become exercisable] [added: warrants] for a number of shares of Class A common stock determined based on the redemption date and the fair market value of our Class A common stock.

In addition, such redemption may occur at a time when the [removed: Warrants] [added: warrants] are “out-of-the-money,” in which case [removed: you] [added: warrant holders] would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had [removed: your Warrants] [added: the warrants] remained outstanding.

_We are [added: currently] an emerging growth company [removed: and a smaller reporting company] within the meaning of the Securities Act, and [removed: if] [added: to the extent] we [removed: take] [added: have taken] advantage of certain exemptions from disclosure requirements available to emerging growth [removed: companies or smaller reporting] companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies._

We are [added: currently] an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the [added: Exchange Act) are required to comply with the new or revised financial accounting standards.]

We have elected not to opt out of such extended transition [removed: period] [added: period,] which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public [removed: company] [added: company,] which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in [removed: accountant] [added: accounting] standards used.

_Compliance obligations under the Sarbanes-Oxley Act [removed: may make it more difficult for us to effectuate our Initial Business Combination,] require substantial financial and management [removed: resources, and increase the time and costs of completing an acquisition._][added: resources._]

[removed: Only in the event] [added: Additionally, once] we are [removed: deemed to be a large accelerated filer or] [added: no longer] an [removed: accelerated filer will] [added: emerging growth company,] we [added: will] be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

Our [removed: amended and restated certificate of incorporation contains] [added: Organizational Documents contain] provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.

[removed: These] [added: Together, these] provisions [removed: include two–year director terms and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which] may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

| | [removed: •] [added: ·] | | [removed: fluctuations in] [added: unpredictable or more frequent] foreign currency exchange [removed: rates; and] [added: rate fluctuations;] |

We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our operations.

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to Vertiv Holdings Co and its consolidated subsidiaries following the Business Combination, other than certain historical information which refers to the business of Vertiv prior to the consummation of the Business Combination._

| | 13 | |

| --- | --- | --- |

Risks Related to Our Business

_Economic weakness and uncertainty could adversely impact our business, results of operations and financial condition._

Worldwide economic conditions impact demand for our offerings, and economic weakness and uncertainty in global, regional or local areas may result in decreased orders, revenue, gross margin and earnings.

For example, our business has been impacted from time to time in the past by macroeconomic weakness in the United States and various regions outside of the United States.

Any such economic weakness and uncertainty may result in:

| | · | | capital spending constraints for customers and, as a result, reduced demand for our offerings; |

| | · | | increased price competition for our offerings; |

| | · | | excess and obsolete inventories; |

| | · | | supply constraints if the number of suppliers decreases due to financial hardship; |

| | · | | restricted access to capital markets and financing, resulting in delayed or missed payments to us and additional bad debt expense; |

| | · | | excess facilities and manufacturing capacity; |

| | · | | higher overhead costs as a percentage of revenue and higher interest expense; |

| | · | | loss of orders, including as a result of corruption, the risk of which is increased by a weak economic climate; |

| | · | | significant declines in the value of foreign currencies relative to the U.S. dollar, impacting our revenues and results of operations; |

| | · | | financial difficulty for our customers; and |

| | · | | increased difficulty in forecasting business activity for us, customers, the sales channel and vendors. |

_We rely on the continued growth of our customers’ networks, in particular data center and communication networks, and any decreases in demand in these networks could lead to a decrease in our offerings._

A substantial portion of our business depends on the continued growth of our customers’ data centers and communication networks.

If these networks do not continue to grow, whether as a result of changes in the economy, capital spending, building capacity in excess of demand, delays in receiving required permits and approvals, or otherwise overall demand could decrease for our offerings, which would have an adverse effect on our business, results of operations and financial condition.

_If we fail to anticipate technology shifts, market needs and opportunities, and fail to develop appropriate products, product enhancements and services in a timely manner to meet those changes, we may not be able to compete effectively against our global competitors and, as a result, our ability to generate revenues will suffer._

We believe that our future success will depend in part upon our ability to anticipate technology shifts and to enhance and develop new products and services that meet or anticipate such technology changes.

Any such developments will require continued investment in engineering, capital equipment, marketing, customer service and technical support.

For example, we will need to anticipate potential market shifts to alternative power architectures, cooling technologies and energy storage that could diminish the demand for our existing offerings or affect our margins.

Also, our primary global competitors are sophisticated companies with significant resources that may develop superior products and services or may adapt more quickly to new technologies and technology shifts, industry changes or evolving customer requirements.

If we fail to anticipate technology changes, shifting market needs or keep pace with our competitors’ products, or if we fail to develop and introduce new products or enhancements in a timely manner, we may lose customers and experience decreased or delayed market acceptance and sales of present and future products and our ability to generate revenues will suffer.

| | 14 | |

| --- | --- | --- |

_The long sales cycles for certain of our products and solutions offerings, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating results to vary significantly from quarter-to-quarter, which could make our future operational results less predictable._

A customer’s decision to purchase certain of our products or solutions, particularly products new to the market or long-term end-to-end solutions, may involve a lengthy contracting, design and qualification process.

In particular, customers deciding on the design and implementation of large deployments may have lengthy and unpredictable procurement processes that may delay or impact expected future orders.

As a result, the order booking and sales recognition process may be uncertain and unpredictable, with some customers placing large orders with short lead times on little advance notice and others requiring lengthy, open-ended processes that may change depending on global or regional economic weakness.

This may cause our revenues and operating results to vary unexpectedly from quarter-to-quarter, making our future operational results less predictable.

_Any disruption or any consolidation of our customers’ markets could result in declines in the sales volume and prices of our products._

The disruption of our customers’ markets could occur due to a number of factors, including government policy changes, industry consolidations or the shifting of market size and power among customers.

Such consolidations or other disruptions may result in certain parties gaining additional purchasing leverage and, consequently, increasing the product pricing pressures facing our business.

Such changes could impact spending as customers evolve their strategies or integrate acquired operations.

_We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective._

We have no operating results, and we will not commence operations until completing an Initial Business Combination.

Because we lack an operating history, you have no basis upon which to evaluate our ability to

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achieve our business objective of completing our Initial Business Combination with one or more target businesses.

We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our Initial Business Combination.

If we fail to complete our Initial Business Combination, we will never generate any operating revenues.

_Past performance by Goldman Sachs, David M.

Cote and other members of our management team, may not be indicative of future performance of an investment in us._

Information regarding performance by, or businesses associated with, Goldman Sachs, David M.

Cote (including Honeywell in the case of Mr. Cote) and other members of our management team is presented for informational purposes only.

Any past experience and performance, including related to acquisitions, of Goldman Sachs, David M.

Cote (including Honeywell in the case of Mr. Cote) or other members of our management team is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our Initial Business Combination; or (2) of any results with respect to any Initial Business Combination we may consummate.

You should not rely on the historical record and performance of Goldman Sachs, David M.

Cote (including Honeywell in the case of Mr. Cote) or other members of our management team as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.

An investment in us is not an investment in Goldman Sachs.

_Potential conflicts of interest with other businesses of Goldman Sachs or Goldman Sachs Accounts could negatively impact the performance of an investment in us._

There are significant potential conflicts of interest that could negatively impact the performance of an investment in us.

A number of these potential conflicts of interest, including those that may be associated with the financial or other interests of Goldman Sachs or Goldman Sachs Accounts, are discussed in more detail elsewhere in this Annual Report.

They are not, and are not intended to be, a complete enumeration or explanation of all of the potential conflicts of interest that may arise.

Our Sponsor is an affiliate of Goldman Sachs.

In addition, Raanan A.

Agus, one of our directors is currently associated with Goldman Sachs and will not be independent of Goldman Sachs (although there is no assurance that Mr. Agus will remain associated with Goldman Sachs).

Goldman Sachs, including its affiliates and personnel, is a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization and a major participant in global financial markets.

As such, Goldman Sachs provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high net-worth individuals.

Goldman Sachs acts as an investment banker, research provider, investment adviser, financier, adviser, market maker, prime broker, derivatives dealer, lender, counterparty, agent, principal and investor.

In those and other capacities, Goldman Sachs advises clients in all major markets and purchases, sells, holds and recommends a broad array of investments, including securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products, for its own account and for the accounts of clients, through client accounts and the relationships and products it sponsors, manages and advises.

Goldman Sachs has direct and indirect interests in the global fixed income, currency, commodity, equities, bank loan and other markets, and the securities and issuers, in which we and GS Accounts may directly and indirectly invest.

Conflicts may arise from Goldman Sachs’ sponsorship of our company, its provision of services both to us and to third-party clients, as well as from actions undertaken by Goldman Sachs for its own account.

In performing services for other clients and also when acting for its own account, Goldman Sachs may take commercial steps which may have an adverse effect on us.

Any of Goldman Sachs’ financial market activities may, individually or in the aggregate, have an adverse effect on us, and the interests of Goldman Sachs or its clients or counterparties may at times be adverse to ours.

Please see “Item 1.

Business – Certain Potential Conflicts of Interest Relating to Goldman Sachs” for additional information regarding certain potential conflicts of interest relating to Goldman Sachs.

_Our public stockholders may not be afforded an opportunity to vote on our proposed Initial Business Combination, which means we may complete our Initial Business Combination even though a majority of our public stockholders do not support such a combination._

We may not hold a stockholder vote to approve our Initial Business Combination unless the business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons.

For instance, the NYSE rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination.

Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business combination.

However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.

Accordingly, we may consummate our Initial Business Combination even if holders of a majority of our outstanding public shares do not approve of the business combination we consummate.

Business – Stockholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

[added: _Unless the context otherwise requires, all references in this section to the “we,” “us,” “our,” the “Company” or “GSAH” refer to GSAH prior to the consummation of the Business Combination._] _The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8.

At December 31, [removed: 2018,] [added: 2019,] we had cash and cash equivalents of [removed: $835,544,] [added: $955,457,] current liabilities of [removed: $1,277,528] [added: $6,602,104] and deferred underwriting compensation of $24,150,000.

For the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: for the period ended December 31, 2016,] [added: 2017,] we had net income/(loss) of [removed: $5,030,748, $(1,276)] [added: $4,389,796, $5,030,748] and [removed: $(303,418),] [added: $(1,276),] respectively.

Our income for [removed: 2018] [added: 2019] consist solely of dividends earned.

Our business activities from Inception to December 31, [removed: 2018] [added: 2019] consisted primarily of our [removed: formation and] [added: formation,] completing our [removed: Public Offering,] [added: IPO] and [removed: since the offering, our activity has been limited to] identifying and evaluating prospective acquisition targets for an [removed: Initial Business Combination.][added: initial business combination.]

Until the closing of the [removed: Public Offering,] [added: IPO,] our only source of liquidity was [removed: an initial] [added: from the] sale of [added: the founder] shares [removed: (the “Founder Shares”) of Class B common stock, par value $0.0001 per share,] to an affiliate of our Sponsor and the proceeds of a promissory note (the [removed: “Note”)] [added: “_Note_”)] from an affiliate of [removed: our] [added: the] Sponsor, in the amount of $300,000, as well as the proceeds of [removed: the] [added: a] 2016 [removed: Note] [added: promissory note] from an affiliate of [removed: our] [added: the] Sponsor [removed: in 2016,] [added: (the “_2016 Note_”),] in the amount of $300,000.

The Note and the 2016 Note were repaid upon the closing of the [removed: Public Offering] [added: IPO] and in December 2016, respectively.

On June 12, 2018, we closed the [removed: Public Offering] [added: IPO] of 69,000,000 [removed: Units,] [added: units,] including 9,000,000 [removed: Units] [added: units] issued pursuant to the exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per [removed: Unit,] [added: unit,] generating proceeds to us of $690,000,000 before underwriting discounts and expenses.

Simultaneously with the closing of the [removed: Public Offering,] [added: IPO,] we closed the private placement of an aggregate of 10,533,333 [removed: Warrants,] [added: private placement warrants,] each exercisable to purchase one share of our Class A common stock, par value $0.0001 per share, at an exercise price of $11.50 per share, to the Sponsor, at a price of $1.50 per [removed: Private Placement Warrant,] [added: private placement warrant,] generating proceeds of $15,800,000.

On the [removed: Closing Date,] [added: closing of the IPO,] we placed $690,000,000 of proceeds (including $24,150,000 of deferred underwriting discount) from the [removed: Public Offering] [added: IPO] and the sale of the [removed: Private Placement Warrants] [added: private placement warrants] into [removed: the Trust Account] [added: a trust account (the “_Trust Account_”)] and held $2,000,000 (net of offering expenses, other than underwriting discounts, paid upon the consummation of the [removed: Public Offering)] [added: IPO)] of such proceeds outside the Trust Account.

Of the funds held outside the Trust Account, $300,000 was used to repay the Note to [removed: our] [added: the] Sponsor, with the balance used or reserved for: offering and formation costs; legal, accounting, due diligence, travel and other expenses in connection with any business combinations; legal and accounting fees related to regulatory reporting requirements; NYSE continued listing fees; office space, administrative and support services; a reserve for liquidation expenses; and working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income).

At December 31, [removed: 2018,] [added: 2019, such] funds held [added: outside the trust account were held] in money market funds registered under the Investment Company Act and compliant with Rule 2a-7.

As of December 31, [removed: 2018,] [added: 2019,] we held [removed: $690,000,000] [added: $706,486,486] in Goldman Sachs Financial Square Treasury Investments Fund, a money market fund managed by an affiliate of the Sponsor.

On March 11, 2019, GS Sponsor [removed: LLC,] [added: Member,] an affiliate of [removed: our] [added: the] Sponsor, provided us with the Sponsor Commitment [added: (as defined below)] pursuant to which GS Sponsor [removed: LLC] [added: Member] agreed that, if funds [removed: are] [added: were] needed by us through June 12, 2020 to pay ordinary [added: course expenses, GS Sponsor LLC would provide us with liquidity of up to an aggregate of $2.0 million.]

GS Sponsor [removed: LLC will] [added: Member did] not receive any additional interest in us in exchange for any such contribution and any liquidity provided under the Sponsor Commitment [removed: will be] [added: was] in the form of a contribution with respect to [removed: our] [added: the] Sponsor’s Founder Shares.

In addition, income on the funds held in the Trust Account [removed: may be] [added: were] released to us to pay our franchise and income taxes.

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements [added: (within the meaning of Item 303 of Regulation S-K)] as of December 31, [removed: 2018.][added: 2019.]

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet [removed: arrangements.][added: arrangements (within the meaning of Item 303 of Regulation S-K).]

We have not entered into any off-balance sheet financing [removed: arrangements,] [added: arrangements (within the meaning of Item 303 of Regulation S-K),] established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.

At December 31, [removed: 2018,] [added: 2019,] we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

On June 7, 2018, we entered into an administrative support agreement pursuant to which we [removed: have] agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services.

For the year ended December 31, [removed: 2018,] [added: 2019,] we incurred expenses of [removed: $67,667] [added: $120,000] for such services.

The underwriters of the [removed: Public Offering are] [added: IPO were] entitled to underwriting discounts and commissions of 5.5%, of which 2.0% ($13,800,000) was paid at the closing of the [removed: Public Offering] [added: IPO] and 3.5% ($24,150,000) was deferred.

The deferred underwriting discount [removed: will be] [added: was] paid to the underwriters [removed: upon the completion of] [added: on] the [removed: Initial Business Combination.][added: Closing Date.]

Accretion associated with the redeemable shares of Class A common stock is excluded from [removed: EPS] [added: Earnings Per Share (“_EPS_”)] as the redemption value approximates fair value.

At December 31, [removed: 2018,] [added: 2019,] we had outstanding warrants to purchase of up to [removed: 33,533,333] [added: 33,533,317] shares of Class A common stock.

At December 31, [removed: 2018,] [added: 2019,] we did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in our earnings.

All of the 69,000,000 shares of Class A common stock sold as parts of the [removed: Units] [added: units] in the [removed: Public Offering] [added: IPO] contain a redemption feature.

Although we [removed: have] [added: had] not specified a maximum redemption [removed: threshold, our amended and restated certificate] [added: threshold at December 31, 2019, GSAH’s Certificate] of [removed: incorporation provides] [added: Incorporation provided] that in no event [removed: will] [added: would] we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

Accordingly, at December 31, [removed: 2018, 66,100,835] [added: 2019, 65,673,521] of the 69,000,000 shares of our Class A common stock were classified outside of permanent equity at their redemption value.

We comply with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” We incurred offering costs in connection with our [removed: Public Offering] [added: IPO] of $992,949.

These costs, together with the upfront underwriter discount and deferred discount of $37,950,000, were charged to the shares of our Class A common stock and warrants upon the closing of our [removed: Public Offering.][added: IPO.]

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash [removed: (“ASU 2016-18”),] [added: (“_ASU 2016-18_”),] which requires companies to include cash and cash equivalents that have restrictions on withdrawal or use in total cash and cash equivalents on the statement of cash flows.

As of December 31, 2019, we were a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We reviewed a number of opportunities to enter into a business combination with an operating business, and entered into the Merger Agreement on December 10, 2019.

We financed the Business Combination through the issuance of shares of our Class A common stock to the Vertiv Stockholder, the PIPE Investors and the Subscribing Vertiv Executives and cash.

| | 40 | |

| --- | --- | --- |

At December 31, 2019 we had cash and cash equivalents held outside the Trust Account of $955,457 and working capital deficit of $4,845,200, not including balances of Trust Account, deferred underwriting compensation and franchise tax liabilities.

As of December 31, 2019, we have received all of the $2.0 million from GS Sponsor LLC pursuant to this commitment.

On the Closing Date, Vertiv Holdings Co (formerly known as GS Acquisition Holdings Corp), consummated the Business Combination pursuant to that certain Merger Agreement, by and among GSAH, Vertiv Holdings, the Vertiv Stockholder, the First Merger Sub and the Second Merger Sub.

As contemplated by the Merger Agreement, (1) First Merger Sub merged with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, Vertiv Holdings merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and renamed “Vertiv Holdings, LLC.” As a result of the consummation of the Business Combination, (a) the Company directly owns all of the equity interests of Vertiv Holdings, LLC and indirectly owns the equity interests of its subsidiaries and (b) the Vertiv Stockholder, the sole equity owner of Vertiv Holdings prior to the Business Combination, holds 118,261,955 shares of our Class A common stock as of March 9, 2020.

In connection with the Business Combination, the registrant changed its name from GS Acquisition Holdings Corp to “Vertiv Holdings Co”.

See “_Item 1.

Business—Business Combination._”

Concurrently with the execution of the Merger Agreement, GSAH entered into the Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors collectively subscribed for 123,900,000 PIPE Shares for an aggregate purchase price equal to $1,239,000,000.

The PIPE Investment was consummated in connection with the consummation of the Business Combination.

See “_Item 1.

Business—Business Combination._”

To further its objective to explore future financing options to optimize its capital structure, on January 31, 2020, Vertiv commenced a process to (i) amend and extend the Prior Asset-Based Revolving Credit Facility and (ii) refinance (a) the indebtedness represented by the Prior Term Loan Facility, (b) the 2022 Senior Notes, (c) the 2024 Senior Notes and (d) the 2024 Senior Secured Notes.

In connection with the refinancing process, on January 31, 2020, Vertiv called each of the Prior Notes for conditional redemption on March 2, 2020, in accordance with the respective indentures governing the Prior Notes.

In addition, a total of $500,000 principal amount of 2024 Senior Notes were tendered in the change of control offer made in connection with the Business Combination and were repurchased on February 7, 2020.

On the Closing Date and prior to the completion of the refinancing, Vertiv used a portion of the proceeds from the Business Combination, including the PIPE Investment, to repay $176 million of the outstanding indebtedness under the Prior Asset-Based Revolving Credit Facility and approximately $1.29 billion of the outstanding indebtedness under the Prior Term Loan Facility.

| | 41 | |

| --- | --- | --- |

On March 2, 2020, Vertiv Holdings Co completed the refinancing by entering into (i) the Amendment to the Prior-Asset Based Revolving Credit Facility, which Amendment extended the maturity of, and made certain other modifications to, the Prior Asset-Based Revolving Credit Facility and (ii) the Term Loan Facility, with the borrowings thereunder used to repay or redeem, as applicable, in full the Prior Term Loan Facility and the Prior Notes.

The refinancing transactions reduce Vertiv Holdings Co’s debt service requirements going forward and extend the maturity profile of its indebtedness.

For more information regarding the refinancing transactions, see “_Item 1.

Business—Recent Developments._”

The administrative support agreement was terminated on the Closing Date.

| | 42 | |

| --- | --- | --- |

The deferred discount was paid on the Closing Date.

We adopted this guidance as of January 1, 2019.

Prior periods were retrospectively adjusted to conform to the current period presentation.

The adoption of the guidance did not have a material impact on our Statement of Cash Flows.

| | 43 | |

| --- | --- | --- |

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting an Initial Business Combination.

We have reviewed, and continue to review, a number of opportunities to enter into an Initial Business Combination with operating businesses, but we are not able to determine at this time

##### [Table of Contents](#toc)

whether we will complete an Initial Business Combination with any of the target businesses that we have reviewed or with any other target business.

We intend to effectuate an Initial Business Combination using cash from the proceeds of our Public Offering and sale of the Private Placement Warrants, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt.

Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an Initial Business Combination will be successful.

At December 31, 2018 we had cash and cash equivalents held outside the Trust Account of $835,544 and working capital of $128,547, assuming income and franchise tax liabilities are paid out of the Trust Account.

course expenses, GS Sponsor LLC will provide us with liquidity of up to an aggregate of $2.0 million.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended Initial Business Combination, our Sponsor, an affiliate of our Sponsor or our officers and directors may, but are not obligated to, loan us additional funds as may be required.

If we complete our Initial Business Combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that our Initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

The terms of such loans by our Sponsor, an affiliate of our Sponsor or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor, an affiliate of our Sponsor or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination.

Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Initial Business Combination, in which case we may issue additional securities (which may include a specified future issuance) or incur debt in connection with such Initial Business Combination (including from Goldman Sachs, other GS Accounts or their respective affiliates).

Upon the earlier of the completion of the Initial Business Combination and our company’s liquidation, we will cease paying these monthly fees.

ASU 2016-18 is effective for emerging growth companies with fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted.

The Company expects to adopt ASU 2016-18 on January 1, 2019, the first day of the Company’s first quarter for the year ending December 31, 2019.

The Company is evaluating the new guidance and expects that this standard will have retrospective impact on the amount currently presented in investing activities.

As of December 31, [removed: 2018,] [added: 2019,] we were not subject to any material market or interest rate risk.

The net proceeds of the [removed: Public Offering] [added: IPO] and the sale of the [removed: Private Placement Warrants] [added: private placement warrants] held in the Trust Account, were invested in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act.

Due to the short-term nature of these investments, we [removed: believe] [added: believed] there was no associated material exposure to interest rate risk.

[removed: We have] [added: As of December 31, 2019, we had] not engaged in any hedging activities since our inception.

We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

##### [Table of Contents](#toc)

We [removed: are a blank check company] [added: were] incorporated on April 25, 2016 as a Delaware corporation [added: under the name “GS Acquisition Holdings Corp”] and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more [removed: businesses (the “Initial Business Combination”).][added: businesses.]

On June 12, 2018, [removed: we] [added: GSAH] closed [removed: the Public Offering] [added: its IPO] of 69,000,000 [removed: units (the “Units”),] [added: units,] including 9,000,000 [removed: Units] [added: units] issued pursuant to the exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per [removed: Unit,] [added: unit,] generating proceeds to [removed: us] [added: GSAH] of $690,000,000 before underwriting discounts and expenses.

Simultaneously with the closing of the [removed: Public Offering, we] [added: IPO, GSAH] closed the private placement of an aggregate of 10,533,333 warrants, each exercisable to purchase one share of [removed: our] Class A common [removed: stock, par value $0.0001 per share,] [added: stock] at an exercise price of $11.50 per [removed: share,] [added: share (the “_private placement warrants”_ and, together with the public warrants, the “_warrants_”), initially issued] to [removed: our Sponsor,] [added: GS DC Sponsor I LLC, a Delaware limited liability company (our “_Sponsor_”),] at a price of $1.50 per [removed: Private Placement Warrant,] [added: private placement warrant,] generating proceeds of $15,800,000.

[removed: Please see “Item 10.][added: See “_Item 1A.]

[removed: Sourcing of Potential Business Combination Targets][added: Business Combination]

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the [removed: Closing Date,] [added: closing of the IPO,] (b) in which we have total annual gross revenue of at least $1.07 [removed: billion,] [added: billion] or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common [removed: stock] [added: equity] that is held by non-affiliates exceeds $700 million as of the [removed: end of such fiscal year’s second fiscal quarter;] [added: prior June 30th;] and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

[removed: Effecting our Initial Business Combination][added: Our Business]

The SEC maintains [removed: an Internet site] [added: a website] that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC [removed: at: http://www.sec.gov.][added: at www.sec.gov.]

[removed: Further, our] [added: Our] references to [removed: the uniform resource locators, or URLs, for these websites] [added: website URLs] are intended to be inactive textual references only.

[removed: As such, we] [added: We] are [removed: eligible to] [added: an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may] take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not [removed: “emerging] [added: emerging] growth [removed: companies”] [added: companies,] including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a [removed: non-binding] [added: nonbinding] advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Who We Are

We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data.

We provide this technology to data centers, communication networks and commercial & industrial environments worldwide.

We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

We have a suite of comprehensive offerings, innovative solutions and a leading service organization that supports a diversified group of customers, which we deliver from engineering, manufacturing, sales and service locations in more than 45 countries across the Americas, Asia Pacific and Europe, the Middle East and Africa (“_EMEA_”).

We provide the hardware, software and services to facilitate an increasingly interconnected marketplace of digital systems where large amounts of indispensable data need to be transmitted, analyzed, processed and stored.

Whether this growing quantity of data is managed centrally in hyperscale/cloud locations, distributed at the so-called “edge” of the network, processed in an enterprise location or managed via a hybrid platform, the underpinnings and operations of all those locations rely on our critical digital infrastructure and services.

We have a broad range of offerings, which include power management products, thermal management products, integrated rack systems, modular solutions, and management systems for monitoring and controlling digital infrastructure.

These comprehensive offerings are integral to the technologies used for a number of services, including e-commerce, online banking, file sharing, video on-demand, energy storage, wireless communications, Internet of Things (“_IoT_”) and online gaming.

In addition, through our global services network, we provide lifecycle management services, predictive analytics and professional services for deploying, maintaining and optimizing these products and their related systems.

Our primary customers are businesses across three main end markets: (1) data centers (including hyperscale/cloud, colocation, enterprise and edge), (2) communication networks and (3) commercial and industrial environments.

Within these areas we serve a diverse array of industries, including social media, financial services, healthcare, transportation, retail, education and government.

We approach these industries and end users through our global network of direct sales professionals, independent sales representatives, channel partners and original equipment manufacturers.

Many of our installations are completed in collaboration with our customers and we work with them from the initial planning phase through delivery and servicing of the completed solution.

This depth of interaction supports key customer relationships, sometimes spanning multiple decades.

Our most prominent brands include Liebert, NetSure, Geist and Avocent.

Our business is organized into three segments according to our main geographic regions—the Americas, Asia Pacific and EMEA—and we manage and report our results of operations across these three business segments.

For the year ended December 31, 2019, Vertiv’s revenue was $4,431.2 million, of which 50% was transacted in the Americas; 29% was transacted in Asia Pacific; and 21% was transacted in EMEA as compared with our revenue for the year ended December 31, 2018 of $4,285.6 million.

Our Customers

Our primary customers are businesses across three main end markets: (1) data centers (including hyperscale/cloud, colocation, enterprise and edge), (2) communication networks and (3) commercial and industrial environments.

| | 4 | |

Data Centers: The primary purpose of a data center is to process, store and distribute data.

There are a host of different sizes and types of data centers, but primarily they can be broken down into the following classifications:

| | · | Cloud/Hyperscale: These facilities are massive in scale and are primarily used to support off-premise cloud applications. This portion of the industry is growing rapidly. Examples of companies in this space include Microsoft Azure, Amazon Web Services, and Google Cloud. |

| --- | --- | --- |

| | · | Colocation: These facilities range in size and offer users a location where they can place their information technology (“_I.T._”) equipment, while the building and critical digital infrastructure is owned by the colocation company. This portion of the industry is growing rapidly. Examples of companies in this space include Digital Realty and Equinix. |

| --- | --- | --- |

| | · | Enterprise: This classification refers to the “Fortune 1000” type businesses that have their own on-premises data centers. Examples of companies in this space include Goldman Sachs, J.P. Morgan, Walmart and Cleveland Clinic. We have found that the growth of the enterprise market, based on data centers and square footage, has generally been flat for the past three years. |

| --- | --- | --- |

| | · | Edge: These types of data centers are at the infancy stage of their development and will be utilized by all of the aforementioned categories in the future. These locations are decentralized by nature and located closer to where the data is being demanded (i.e., towards the edge of the network). This market is small today, but the opportunities for growth in this space are expected to increase as the proliferation of connected devices and data storage needs continue to grow in the future. |

| --- | --- | --- |

Communication Networks: This space is comprised of wireline, wireless and broadband companies.

These companies create content and are ultimately responsible for distributing voice, video and data to businesses and consumers.

They deliver this data through an intricate network of wireline and wireless mediums.

Additionally, some of these companies’ locations act as data centers where the data is delivered and also processed and stored.

This sector has a generally low single-digit growth profile.

Commercial/Industrial: This space is comprised of those applications that are tied to a company’s critical systems.

Examples include transportation, manufacturing, oil and gas, etc. These applications are growing in their need for intelligent infrastructure and may be regulated or need to pass some level of compliance.

The growth in this area generally tracks Growth Domestic Product.

Our Offerings

Overview

We intend to effectuate an Initial Business Combination using cash from the proceeds of our initial public offering (the “Public Offering”) that closed on June 12, 2018 (the “Closing Date”) and the private placement of warrants to purchase shares of our Class A common stock (“Private Placement Warrants”) that closed on the Closing Date, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt.

We have reviewed, and continue to review, a number of opportunities to enter into an Initial Business Combination with operating businesses, but we are not able to determine at this time whether we will complete an Initial Business Combination with any of the target businesses that we have reviewed or with any other target business.

We also have neither engaged in any operations nor generated any operating revenue to date.

Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash.

Until the closing of the Public Offering, our only source of liquidity was an initial sale of shares (the “Founder Shares”) of Class B common stock, par value $0.0001 per share, to an affiliate of our Sponsor and the proceeds of a promissory note (the “Note”) from an affiliate of our Sponsor, in the amount of $300,000, as well as the proceeds of a separate promissory note (the “2016 Note”) from an affiliate of our Sponsor in 2016, in the amount of $300,000.

The Note and the 2016 Note were repaid upon the closing of the Public Offering and in December 2016, respectively.

Each Unit consists of one share of Class A common stock of our company, $0.0001 par value per share, and one–third of one redeemable warrant, with each whole warrant excercisable for one share of Class A common stock (each, a “Warrant” and, collectively, the “Warrants”) at a price of $11.50 per share.

Each Warrant and Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Initial Business Combination and 12 months from the Closing Date, and will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation.

##### [Table of Contents](#toc)

On the Closing Date, we placed $690,000,000 of proceeds (including $24,150,000 of deferred underwriting discount) from the Public Offering and the sale of the Private Placement Warrants into a trust account at Wilmington Trust, N.A. (the “Trust Account”) and held $2,000,000 (net of offering expenses, other than underwriting discounts, paid upon the consummation of the Public Offering) of such proceeds outside the Trust Account.

Of the funds held outside the Trust Account, $300,000 was used to repay the Note to our Sponsor, with the balance used or reserved for: offering and formation costs; legal, accounting, due diligence, travel and other expenses in connection with any business combinations; legal and accounting fees related to regulatory reporting requirements; New York Stock Exchange (“NYSE”) continued listing fees; office space, administrative and support services; a reserve for liquidation expenses; and working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income).

On July 27, 2018 we announced that the holders of our Units may elect to separately trade the Class A common stock and Warrants included in the Units commencing on July 30, 2018 on the NYSE under the symbols “GSAH” and “GSAH WS,” respectively.

Those Units not separated will continue to trade on the NYSE under the symbol “GSAH.U”.

Business Strategy

Our strategy is to identify and complete our Initial Business Combination with a company in the diversified industrial sector, which includes, among others, Aerospace & Defense, Industrial Services, Chemicals, Home & Building Products, Building & Construction, Capital Goods, Packaging and Supply Chain, that stands to benefit from Mr. Cote’s experience and operating capabilities.

We expect to distinguish ourselves with our ability to:

| | • | | _Leverage our Extensive Network of Relationships to Create a Unique Pipeline of Acquisition Opportunities__._ We believe the combination of Mr. Cote’s industry experience and our ability to access Goldman Sachs’ preeminent network of relationships with CEOs, founders, family owners and private equity sponsors will help us to identify and evaluate suitable target businesses that could benefit from Mr. Cote’s operational and strategic expertise and from Goldman Sachs’ experience in structuring complex transactions and accessing capital for growth. |

| --- | --- | --- | --- |

| | • | | _Bring Unique Rigor to the Process of Identifying and Acquiring a Private Business that will Ultimately be well Received in the Public Markets__._ We believe that Mr. Cote’s strong M&A track record, together with GSAM extensive experience investing in both the private and public markets, will provide a distinct advantage for identifying, valuing and completing a business combination that will meet our investors’ expectations. |

| | • | | _Transform the Target Business and Create Value for Stockholders Following a Business Combination__._ Based on his track record, we believe that Mr. Cote will be able to add value post combination, especially to undermanaged, subscale or otherwise underperforming businesses, by applying strategies he has successfully employed in the past in order to accelerate revenue growth, improve profit margins and develop a results-oriented culture. |

We believe the diversified industrial sector presents an attractive investment opportunity for us.

Specifically, many industrial companies tend to be cash generative businesses that are growing at rates slightly higher than U.S. gross domestic product.

In addition to these fundamentals, the sector is fragmented and contains a large number of privately-held and sponsor-owned businesses that we believe could benefit from Mr. Cote’s experience of accelerating revenue growth, expanding margins, and improving capital allocation decision-making.

In addition to independent privately- and sponsor-held middle market businesses, we believe many larger companies in the sector are in the process of evaluating their portfolios of businesses and reviewing candidates for potential divestitures, which we believe may also prove to be attractive business combination targets.

We believe that many of these middle market and portfolio businesses are valued at between $1.0 and $5.0 billion, a range that is consistent with many of the targets we have focused on, although we may choose to pursue targets outside of this range whether within or outside of the diversified industrials sector.

Businesses in the industrial sector are subject to special risks, including being subject to cyclical demand, fluctuations in customer demand, competition and consolidation, and volatility in costs of raw materials and energy commodities.

For example, businesses in the industrial sector may be particularly susceptible to rises in the price of crude oil or natural gas.

Competitive Strengths

We believe Mr. Cote’s reputation and GSAM’s sourcing, valuation, diligence and execution capabilities will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise.

Our competitive strengths include the following:

| | • | | _Industry Leading Executive__._ We believe Mr. Cote’s strong track record as an executive in the industrial industry will be viewed favorably by target businesses in need of professionalized management, improved operating processes and controls, better access to industry relationships and strategic planning. |

| | • | | _Proprietary Sourcing Channels and Leading Industry Relationships__._ We believe the capabilities of Goldman Sachs’ Investment Banking Division, Ayco, GSAM’s Private Credit Group and GSAM’s Alternative Investments & Manager Selection Group, along with GSAM’s and Goldman Sachs’ Private Wealth Management’s reach to their clients, some of whom own or are associated with potential acquisition targets, will provide us with a differentiated pipeline of acquisition opportunities that would be difficult for other participants in the market to replicate. We expect these sourcing capabilities will be further bolstered by Mr. Cote’s reputation and deep industry relationships. |

| | • | | _Investing Experience__._ We believe GSAM’s deep experience investing in private and public markets, combined with Mr. Cote’s track record of identifying and sourcing transactions in the diversified industrial sector, position us well to appropriately evaluate potential business combinations and select one that will be well received by the public markets. |

| | • | | _Access to Goldman Sachs’ Capabilities Post-Initial Business Combination__._ We believe that potential sellers will be interested in a relationship with the Goldman Sachs platform and look favorably upon Goldman Sachs’ involvement in a transaction, including as a significant investor after an Initial Business Combination. Potential sellers may also have longstanding relationships with Goldman Sachs advisors and, therefore, may seek to engage with us to focus on value creation and to potentially facilitate access to capital markets for further growth and provide acquisition advice to implement roll-up strategies. |

Investment Criteria

We have developed the following high level, non-exclusive investment criteria that we will use to screen for and evaluate target businesses.

We will seek to acquire a business that:

| | • | | _A Leading Industry Position/Consolidation Opportunity in an Industrial Sector with Supportive Long-term Dynamics__._ We will seek to acquire a business that holds a leading position in an industry with attractive characteristics, such as having a differentiated product or service (especially if differentiated through technology). Specifically, we will seek to exclude businesses that (i) do not hold a strong position in the markets they serve, (ii) do not have a well-defined market, and (iii) are extremely sensitive to macroeconomic conditions. |

| | • | | _Generates Stable Free Cash-Flow__._ We will seek to acquire a business that has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow. |

In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, including commercial and contract disputes, employment matters, product liability claims, environmental liabilities and intellectual property disputes.

The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability and other matters.

As of December 31, 2019, there were no pending legal proceedings that management currently believes are material to the Company.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

##### [Table of Contents](#toc)

| [removed: ☒] [added: x] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, [removed: 2018][added: 2019]

| [removed: ☐] [added: ¨] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| (State or other jurisdiction of [removed: incorporation or organization)] | | (I.R.S. Employer [removed: Identification No.)] |

| Title of each class | | [added: Trading Symbol(s) | |] Name of each [removed: exchange] [added: exchange] on which registered |

| Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and [removed: one third] [added: one-third] of one redeemable warrant to purchase one share of Class A common stock | | [added: VERT.U | |] New York Stock Exchange |

| Class A common stock, [added: $0.0001] par value [removed: $0.0001] per share | | [added: VRT | |] New York Stock Exchange |

| Redeemable warrants to purchase [removed: one share of] Class A common stock | | [added: VRT WS | |] New York Stock Exchange |

Yes [removed: ☐] [added: ¨] No [removed: ☒][added: x]

Yes [removed: ☒] [added: ¨] No [removed: ☐][added: x]

| Large accelerated filer | | [removed: ☐] [added: ¨] | | [added: |] Accelerated filer | | [removed: ☐] [added: x] |

| Non-accelerated filer | | [removed: ☒] [added: ¨] | | [added: |] Smaller reporting company | | [removed: ☒] [added: x] |

| | | | | [added: |] Emerging growth company | | [removed: ☒] [added: x] |

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

[removed: The] [added: At June 30, 2019 (the last business day of the Registrant’s most recently completed second fiscal quarter), 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, [removed: at December 31, 2018] was approximately [removed: $676,200,000.][added: $697.4 million.]

As of March [removed: 11, 2019,] [added: 9, 2020,] there were [removed: 69,000,000] [added: 328,411,705] shares of the our Class A common stock, par value $0.0001, [removed: and 17,250,000 shares of the our Class B common stock, par value $0.0001,] issued and outstanding.

| | | | [removed: |] PAGE | [removed: | |]

| [removed: Item 1. | | [Business](#toc666662_2) |] [added: [Item 1.](#b_002)] | | [removed: 2] [added: [Business](#b_002)] | [added: [4](#b_002)] |

| [removed: Item 1A.] [added: [Item 1A.](#z_007)] | | [Risk [removed: Factors](#toc666662_3) | | | 29] [added: Factors](#z_007)] | [added: [13](#z_007)] |

| [removed: Item 1B.] [added: [Item 1B.](#c1)] | | [Unresolved Staff [removed: Comments](#toc666662_4) | | | 61] [added: Comments](#c1)] | [added: [36](#c1)] |

| [removed: Item 2. | | [Properties](#toc666662_5) |] [added: [Item 2.](#c2)] | | [removed: 61] [added: [Properties](#c2)] | [added: [36](#c2)] |

| [removed: Item 3.] [added: [Item 3.](#c3)] | | [Legal [removed: Proceedings](#toc666662_6) | | | 61] [added: Proceedings](#c3)] | [added: [36](#c3)] |

| [removed: Item 4.] [added: [Item 4.](#c4)] | | [Mine Safety [removed: Disclosures](#toc666662_7) | | | 62] [added: Disclosures](#c4)] | [added: [36](#c4)] |

| [removed: [PART II.](#toc666662_8) | | |] [added: [PART II.](#d_001)] | | | |

| [removed: Item 5.] [added: [Item 5.](#d_002)] | | [Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#toc666662_9) | | | 62] [added: Securities](#d_002)] | [added: [37](#d_002)] |

| [removed: Item 6.] [added: [Item 6.](#d_003)] | | [Selected Financial [removed: Data](#toc666662_10) | | | 64] [added: Data](#d_003)] | [added: [38](#d_003)] |

| [removed: Item 7.] [added: [Item 7.](#d_004)] | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#toc666662_11) | | | 64] [added: Operations](#d_004)] | [added: [40](#d_004)] |

| [removed: Item 7A.] [added: [Item 7A.](#d_005)] | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#toc666662_12) | | | 68] [added: Risk](#d_005)] | [added: [44](#d_005)] |

| [removed: Item 8.] [added: [Item 8.](#d_006)] | | [Financial Statements and Supplementary [removed: Data](#toc666662_13) | | | 69] [added: Data](#d_006)] | [added: [44](#d_006)] |

| [removed: Item 9.] [added: [Item 9.](#f_001)] | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#toc666662_14) | | | 83] [added: Disclosure](#f_001)] | [added: [58](#f_001)] |

| [removed: Item 9A.] [added: [Item 9A.](#f_002)] | | [Controls and [removed: Procedures](#toc666662_15) | | | 83] [added: Procedures](#f_002)] | [added: [58](#f_002)] |

| [removed: Item 9B.] [added: [Item 9B.](#f_003)] | | [Other [removed: Information](#toc666662_16) | | | 83] [added: Information](#f_003)] | [added: [58](#f_003)] |

| [removed: [PART III.](#toc666662_17) | | |] [added: [PART III.](#z_001)] | | | |

| [removed: Item 10.] [added: [Item 10.](#z_002)] | | [Directors, Executive Officers and Corporate [removed: Governance](#toc666662_18) | | | 84] [added: Governance](#z_002)] | [added: [59](#z_002)] |

| [removed: Item 11.] [added: [Item 11.](#z_003)] | | [Executive [removed: Compensation](#toc666662_19) | | | 93] [added: Compensation](#z_003)] | [added: [67](#z_003)] |

| [removed: Item 12.] [added: [Item 12.](#z_004)] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc666662_20) | | | 94] [added: Matters](#z_004)] | [added: [83](#z_004)] |

| [removed: Item 13.] [added: [Item 13.](#z_005)] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc666662_21) | | | 95] [added: Independence](#z_005)] | [added: [85](#z_005)] |

| [removed: Item 14.] [added: [Item 14.](#z_006)] | | [Principal Accounting Fees and [removed: Services](#toc666662_22) | | | 97] [added: Services](#z_006)] | [added: [90](#z_006)] |

| [removed: [PART IV.](#toc666662_23) | | |] [added: [PART IV.](#i_001)] | | | |

| [removed: Item 15.] [added: [Item 15.](#i_002)] | | [Exhibits, Financial Statement [removed: Schedules](#toc666662_24) | | | 98] [added: Schedules](#i_002)] | [added: [91](#i_002)] |

10-K 1 tm2011880-1_10k.htm FORM 10-K

Vertiv Holdings Co

| incorporation or organization) | | Identification No.) |

| 1050 Dearborn Drive | | 43085 |

| Columbus, Ohio | | (Zip Code) |

(614) 888-0246

| --- | --- | --- | --- | --- |

Yes x No ¨

Yes x No ¨

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| | | | | | | | |

| [PART I.](#b_001) | | | |

| | | | |

| | | | |

| | | | |

Explanatory Note

Vertiv Holdings Co, formerly known as GS Acquisition Holdings Corp, was originally incorporated in Delaware on April 25, 2016 as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On June 12, 2018, GSAH (as defined below) consummated its initial public offering (the “_IPO_”), following which its securities began trading on the New York Stock Exchange (the “_NYSE_”).

On February 7, 2020 (the “_Closing Date_”), Vertiv Holdings Co consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2019 (the “_Merger Agreement_”), by and among GSAH, Vertiv Holdings, LLC, a Delaware limited liability company (“_Vertiv Holdings_”), VPE Holdings, LLC, a Delaware limited liability company (the “_Vertiv Stockholder_”), Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“_First Merger Sub_”), and Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“_Second Merger Sub_”).

As contemplated by the Merger Agreement, (1) First Merger Sub merged with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity (the _“First Merger”_) and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, Vertiv Holdings merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and renamed “Vertiv Holdings, LLC” (the “_Second Merger_” and, collectively with the First Merger and the other transactions contemplated by the Merger Agreement, the “_Business Combination_”).

In connection with the Business Combination, GS Acquisition Holdings Corp changed its name to Vertiv Holdings Co and changed the trading symbols for its units, each unit representing one share of Class A common stock and one-third of one redeemable warrant to acquire one share of Class A common stock, that were issued in the IPO (less the number of units that have been separated into the underlying shares of Class A common stock (the “_public shares_”) and underlying warrants (the “_public warrants_”) upon the request of the holder thereof) (the “_units_”), Class A common stock and public warrants on the NYSE from “GSAH.U,” “GSAH” and “GSAH WS,” and to “VERT.U,” “VRT” and “VRT WS,” respectively.

As a result of the Business Combination, Vertiv Holdings Co became the owner, directly or indirectly, of all of the assets of Vertiv and its subsidiaries, and the Vertiv Stockholder holds a portion of the Company’s Class A common stock.

Unless the context otherwise indicates or requires, references to (1) “_the Company_,” “_we_,” “_us_” and “_our_” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries following the Business Combination; (2) “_GSAH_” refer to GS Acquisition Holdings Corp prior to the Business Combination; and (3) _“Vertiv”_ refer to Vertiv Holdings, LLC and its subsidiaries prior to the Business Combination.

This Annual Report on Form 10-K principally describes the business and operations of the Company following the Business Combination, other than the financial statements and related Management Discussion and Analysis which describe the business, financial condition, results of operations, liquidity and capital resources of GSAH prior to the Business Combination.

Substantially concurrently with the filing of this Annual Report on Form 10-K, we will be filing Amendment No. 2 to our Current Report on Form 8-K, initially filed on February 7, 2020, which will include the audited consolidated financial statements of Vertiv Holdings, LLC for the year ended December 31, 2019 and related Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Interested parties should refer to our Current Report on Form 8-K for more information.

| | 2 | |

This includes, without limitation, statements regarding the financial position, capital structure, dividends, indebtedness, business strategy and plans and objectives of management for future operations, including as they relate to the anticipated effects of the Business Combination (as defined herein).

These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.

Such statements can be identified by the fact that they do not relate strictly to historical or current facts.

When the Company discusses its strategies or plans, including as they relate to the Business Combination, it is making projections, forecasts or forward-looking statements.

Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Factors that may cause such differences include, but are not limited to: (1) the benefits of the Business Combination; (2) the future financial performance of the Company following the Business Combination; (3) the ability to maintain the listing of the Company’s securities on the New York Stock Exchange; (4) the risk that the Business Combination disrupts current plans and operations of the Company; (5) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the Business Combination; (7) the outcome of any legal proceedings that may be instituted against the Company or any of its directors or officers, following the Business Combination; (8) the failure to realize anticipated pro forma results; (9) factors relating to the business, operations and financial performance of the Company and its subsidiaries, including: global economic weakness and uncertainty; risks relating to the continued growth of the Company’s customers’ markets; failure to meet or anticipate technology changes; the unpredictability of the Company’s future operational results; disruption of the Company’s customers’ orders or the Company’s customers’ markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; risks associated with information technology disruption or security; risks associated with the implementation and enhancement of information systems; failure to properly manage the Company’s supply chain or difficulties with third-party manufacturers; competition in the infrastructure technologies industry; failure to realize the expected benefit from any rationalization and improvement efforts; disruption of, or changes in, the Company’s independent sales representatives, distributors and original equipment manufacturers; failure to obtain performance and other guarantees from financial institutions; failure to realize sales expected from the Company’s backlog of orders and contracts; changes to tax law; ongoing tax audits; risks associated with future legislation and regulation of the Company’s customers’ markets both in the United States and abroad; costs or liabilities associated with product liability; the Company’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of the Company’s insurance coverage; a failure to benefit from future acquisitions; failure to realize the value of goodwill and intangible assets; the global scope of the Company’s operations; risks associated with the Company’s sales and operations in emerging markets; exposure to fluctuations in foreign currency exchange rates; the Company’s ability to comply with various laws and regulations and the costs associated with legal compliance; adverse outcomes to any legal claims and proceedings filed by or against us; the Company’s ability to protect or enforce its proprietary rights on which its business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; risks associated with the recent coronavirus outbreak; risks associated with the Company’s limited history of operating as an independent company; and potential net losses in future periods; and (10) other risks and uncertainties indicated in this Annual Report on Form 10-K, including those under “_Item 1A.

Forward-looking statements included in this Annual Report on Form 10-K speak only as of the date of this Annual Report on Form 10-K or any earlier date specified for such statements .

| | 3 | |

| --- | --- | --- |

10-K 1 d666662d10k.htm 10-K

##### [Table of Contents](#toc)

GS Acquisition Holdings Corp

| | | |

| 200 West Street New York, New York | | 10282 (Zip Code) |

(212) 902-1000

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.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

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.

| [PART I.](#toc666662_1) | | | | | | |

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.

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 |

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.

The Company's principal executive offices are located at 1050 Dearborn Drive, Columbus, Ohio.

The Company maintains offices and manufacturing facilities at approximately 363 locations in 50 countries.

The Company is a lessee under a number of operating leases for certain real properties and equipment, none of which are material to its operations.

Management believes that the existing manufacturing facilities are adequate for its operations and that the facilities are maintained in good condition.

The company does not anticipate difficulty in renewing leases as they expire or in finding alternative facilities.

We currently maintain our corporate offices at 200 West Street, New York, New York 10282.

The cost for this space is included in the $10,000 per month fee that we pay an affiliate of our Sponsor for office space and administrative and support services.

We consider our current office space adequate for our current operations.

| | 36 | |

| --- | --- | --- |

[removed: On July 30, 2018, our] [added: Our] Class A common [removed: stock] [added: stock, units] and [removed: Warrants began trading] [added: warrants currently trade] on the NYSE under the symbols [removed: “GSAH”] [added: “VRT,” “VERT.U”] and [removed: “GSAH.WS,”] [added: VRT WS,”] respectively.

As of March [removed: 11, 2019] [added: 9, 2020] there was one holder of record of our [removed: Units, one holder] [added: units, approximately 75 holders] of record of our separately traded Class A common stock, and [removed: two] [added: three] holders of record of our [removed: Warrants.][added: warrants.]

We have not paid any cash dividends on our Class A common stock to [removed: date and do not intend to pay cash dividends prior to the completion of our Initial Business Combination.][added: date.]

From June 8, 2018 until the consummation of the Business Combination on February 7, 2020, our units traded on the NYSE under the symbol “GSAH.U.” From July 30, 2018 until the consummation of the Business Combination on February 7, 2020, our Class A common stock and warrants traded on the NYSE under the symbols “GSAH” and “GSAH WS,” respectively.

Such numbers do not include DTC participants or beneficial owners holding shares through nominee names.

We expect to initiate an annual dividend of $0.01 per share of our Class A common stock.

We are a holding company without any direct operations and have no significant assets other than our ownership interest in Second Merger Sub.

Accordingly, our ability to pay dividends depends upon the financial condition, liquidity and results of operations of, and our receipt of dividends, loans or other funds from, our subsidiaries.

Our subsidiaries are separate and distinct legal entities and have no obligation to make funds available to us.

In addition, there are various statutory, regulatory and contractual limitations and business considerations on the extent, if any, to which our subsidiaries may pay dividends, make loans or otherwise provide funds to us.

For example, the ability of our subsidiaries to make distributions, loans and other payments to us for the purposes described above and for any other purpose may be limited by the terms of the agreements governing our outstanding indebtedness.

The declaration and payment of dividends is also at the discretion of our Board and depends on various factors including our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our Board.

In addition, under Delaware law, our Board may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then-current and/or immediately preceding fiscal year.

There were no equity compensation plans authorized by GSAH as of December 31, 2019.

GSAH’s Board adopted the Incentive Plan on December 9, 2019 which was approved by GSAH’s stockholders on February 6, 2020.

The Incentive Plan was adopted for the purpose of better motivating our employees, consultants and directors to achieve superior performance measured by both our key financial and operating metrics as well as relative stock price appreciation.

The Plan is administered by the compensation committee of our Board and permits the granting of incentive stock options or nonqualified stock options; stock appreciation rights; performance awards, which may be cash-or share-based; restricted stock units; restricted stock; and other stock-based awards.

| | 37 | |

| --- | --- | --- |

The following table presents certain information about the Incentive Plan as of March 1, 2020:

| Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Equity compensation plans approved by security holders: | | | | | | | | | | | | |

| Incentive Plan | | | 5,585,597 | | | $ | 12.07 | | | | 27,914,403 | |

| Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |

| Total | | | 5,585,597 | | | $ | 12.07 | | | | 27,914,403 | |

Our Units began trading on the NYSE under the symbol “GSAH.U” on June 8, 2018.

On July 27, 2018, we announced that holders of our Units could elect to separately trade the Class A common stock and Warrants included in the Units.

Each Unit includes one-third of one redeemable Warrant, and each whole Warrant excercisable the holder to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment as described in our final prospectus dated June 7, 2018 which was filed with the SEC on June 8, 2018.

Only whole Warrants will be issued on separation of Units, and only whole Warrants may be traded and be exercised for Class A common stock.

The Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months after the Closing Date.

Our Warrants expire five years after the completion of our Initial Business Combination or earlier upon redemption or liquidation as described in “Item 1.

Business.”

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our Initial Business Combination.

The payment of any cash dividends subsequent to our Initial Business Combination will be within the discretion of our board of directors.

In addition, our board of directors is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

None.

(e) Performance Graph

The graph below compares the cumulative total return for our Units from July 30, 2018 (the first day on which our Class A common stock began trading) through December 31, 2018 with the comparable cumulative return of three indices: the S&P 500 Index (“S&P 500”), Nasdaq and the Dow Jones Industrial Average Index (“DJIA”).

The graph assumes $100 invested on July 30, 2018 in each of our Class A common stock and the three indices presented.

The stock price performance included in the below graph is not necessarily indicative of future stock performance.

##### [Table of Contents](#toc)


(f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

_Use of Proceeds_

On June 12, 2018, we consummated the Public Offering of 69,000,000 Units, including the issuance of 9,000,000 Units as a result of the underwriters’ exercise of their option to purchase additional Units in full.

Each Unit consists of one share of Class A common stock of our company, par value $0.0001 per share, and one-third of one redeemable warrant of our company.

Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and only whole warrants are exercisable.

The warrants will become exercisable on the later of 30 days after the completion of our Initial Business Combination and 12 months from the closing of the Public Offering, and will expire five years after the completion of our Initial Business Combination or earlier upon redemption or liquidation.

Subject to certain terms and conditions, we may redeem the warrants either for cash once the warrants become exercisable or for shares of our Class A Common Stock commencing 90 days after the warrants become exercisable.

The Units were sold at a price of $10.00 per unit, generating gross proceeds to our company of $690,000,000.

Goldman Sachs & Co. LLC served as the sole book-running manager for the offering, and Deutsche Bank Securities served as co-manager.

The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-225035).

The SEC declared the registration statements effective on June 7, 2018.

We paid a total of $13,800,000 in underwriting discounts and commissions and $907,949 for other costs and expenses related to the Public Offering.

The underwriters agreed to defer an additional $24,150,000 in underwriting discounts and commissions, payable upon consummation of our Initial Business Combination.

Goldman Sachs & Co. LLC, an underwriter in the Public Offering, and an affiliate of us and our Sponsor (which Sponsor beneficially owns more than 10% of our common stock) received a portion of the underwriting discounts and commissions related to the Public Offering.

After deducting the underwriting discounts and commissions (excluding the deferred portion of $24,150,000 in underwriting discounts and commissions, which will be released from the Trust Account upon consummation of Initial Business Combination, if consummated) and incurred offering costs, the total net proceeds from our Public Offering and the sale of the Private Placement Warrants was $691,092,051, of which $690,000,000 (or $10.00 per unit sold in the Public Offering) was placed in the Trust Account.

We also repaid $300,000 in non-interest bearing loans made to us by our Sponsor to cover expenses related to the Public Offering.

Other than as described above, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates.

The following table summarizes selected historical financial data [added: of GSAH] and should be read in conjunction with [removed: our] [added: GSAH’s] audited financial statements and the notes related thereto which are included in [removed: “Item] [added: “_Item] 8.

Financial Statements and Supplementary [removed: Data”] [added: Data_”] of this Annual Report on Form 10-K.

| | | [removed: 2018] | [added: 2019] | | | [removed: 2017] | [added: 2018] | | | | [added: 2017] | |

| [removed: Statement] [added: Statement] of Operations [removed: Data] [added: Data] | | | | | | | | | | | | |

| Net income (loss) | | $ | [removed: 5,030,748] [added: 4,389,796] | | | $ | [removed: (1,276] [added: 5,030,748] | [removed: )] | | $ | [removed: (303,418] [added: (1,276] | ) |

| Weighted average shares outstanding of Class A common stock | | | 69,000,000 | | | | [removed: —] [added: 69,000,000] | | | | — | |

| Basic and diluted net income per share, Class A | | $ | [removed: 0.06] [added: 0.05] | | | $ | [removed: —] [added: 0.06] | | | $ | — | |

| Basic and diluted net income per share, Class B | | $ | [removed: 0.06] [added: 0.05] | | | $ | [removed: (0.00] [added: 0.06] | [removed: )] | | $ | [removed: (0.02] [added: (0.00] | ) |

| [removed: Statement] [added: Statement] of Cash [removed: Flows:] [added: Flows:] | | | | | | | | | | | | |

| Net cash [removed: provided by/ (used in) operating] [added: used in investing] activities | | $ | [removed: 710,388] [added: —] | | | $ | — | | | $ | [removed: (25,000] [added: —] | [removed: )] |

| Net cash provided by financing activities | | $ | [removed: 691,545,932] [added: 2,000,000] | | | $ | [removed: —] [added: 691,545,932] | | | $ | [removed: 25,000] [added: —] | |

| [removed: Balance Sheets:] [added: Balance Sheets:] | | | | | | | | | | | | |

| Cash | | $ | [removed: 835,544] [added: 955,457] | | | $ | [removed: —] [added: 835,544] | | | $ | — | |

| Working [removed: capital(1)] [added: capital surplus/(deficit)(1)] | | $ | [removed: 128,547] [added: (4,845,200] | [added: )] | | $ | [removed: 23,724] [added: 128,547] | | | $ | [removed: 25,000] [added: 23,724] | |

| Total assets | | $ | [removed: 697,339,051] [added: 709,053,424] | | | $ | [removed: 25,000] [added: 697,339,051] | | | $ | 25,000 | |

| Total liabilities | | $ | [removed: 25,427,528] [added: 30,752,104] | | | $ | [removed: 1,276] [added: 25,427,528] | | | $ | [removed: —] [added: 1,276] | |

| Equity [removed: (deficit)] | | $ | [removed: 5,000,001] [added: 5,000,007] | | | $ | [removed: 23,724] [added: 5,000,001] | | | $ | [removed: 25,000] [added: 23,724] | |

| | | | Year Ended December 31, | | | | | | | | | |

| | 38 | |

| --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net cash provided by operating activities | | $ | 9,723,262 | | | $ | 4,172,249 | | | $ | — | |

| (1) | Does not include balances of Trust Account, deferred underwriting compensation and franchise tax liabilities. |

| | 39 | |

| --- | --- | --- |

| | | | | | | | | | | | | |

| | | Year Ended December 31, | | | | | | | | For the period from April 25, 2016 (Inception) through December 31, 2016 | | |

| Net cash used in investing activities | | $ | (690,000,000 | ) | | $ | — | | | $ | — | |

| (1) | Assumes income and franchise tax liabilities paid by Trust Account. |

| | | [removed: Page |] [added: Page] | |

| [Report of Independent Registered Public Accounting [removed: Firm](#tx666662_52a) |] [added: Firm](#report)] | | [removed: 70] [added: [45](#report)] | |

| [Balance [removed: Sheets](#tx666662_52) |] [added: Sheets](#k1)] | | [removed: 71] [added: [46](#k1)] | |

| [Statements of [removed: Operations](#tx666662_53) |] [added: Operations](#k2)] | | [removed: 72] [added: [47](#k2)] | |

| [Statements of Changes in Stockholders’ [removed: Equity](#tx666662_54) |] [added: Equity](#k3)] | | [removed: 73] [added: [48](#k3)] | |

| [Statements of Cash [removed: Flows](#tx666662_55) |] [added: Flows](#k4)] | | [removed: 74] [added: [49](#k4)] | |

| [Notes to Financial [removed: Statements](#tx666662_56) |] [added: Statements](#k5)] | | [removed: 75] [added: [50](#k5)] | |

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

To the Board of Directors and Stockholders of [removed: GS Acquisition] [added: Vertiv] Holdings [removed: Corp][added: Co]

[removed: _Opinion] [added: Opinion] on the Financial [removed: Statements_][added: Statements]

We have audited the accompanying balance sheets of GS Acquisition Holdings Corp (the “Company”) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the related statements of operations, [added: of] changes in stockholders’ equity and [added: of] cash flows for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2018 and for the period from April 25, 2016 (date of inception) to December 31, 2016,] [added: 2019,] including the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2018 and for the period from April 25, 2016 (date of inception) to December 31, 2016] [added: 2019] in conformity with accounting principles generally accepted in the United States of America.

[removed: _Basis] [added: Basis] for [removed: Opinion_][added: Opinion]

| | | [removed: December 31, 2018] [added: December 31, 2019] | | | | [removed: December 31, 2017] [added: December 31, 2018] | | |

| [removed: ASSETS] [added: ASSETS] | | | | | | | | |

| Cash | | $ | [removed: 835,544] [added: 955,457] | | | $ | [removed: —] [added: 835,544] | |

| Prepaid expenses | | | [removed: 341,424] [added: 692,762] | | | | [removed: —] [added: 341,424] | |

| [removed: Receivable] [added: Decrease in receivable] from GS [added: DC] Sponsor [added: I] LLC | | | — | | | | 25,000 | | [added: | | — | |]

| Total current assets | | | [removed: 1,176,968] [added: 709,053,424] | | | | [removed: 25,000] [added: 1,176,968] | |

| Cash and cash equivalents held in Trust Account | | | [removed: 694,883,137] [added: —] | | | | [removed: —] [added: 694,883,137] | |

| Accrued dividends receivable held in Trust Account | | | [removed: 1,278,946] [added: —] | | | | [removed: —] [added: 1,278,946] | |

| [removed: Total assets] [added: Total assets] | | [removed: $] [added: $] | [removed: 697,339,051] [added: 709,053,424] | | | [removed: $] [added: $] | [removed: 25,000] [added: 697,339,051] | |

| [removed: LIABILITIES] [added: LIABILITIES] AND STOCKHOLDERS’ [removed: EQUITY] [added: EQUITY] | | | | | | | | |

| Income tax payable | | | [removed: 94,439] [added: —] | | | | [removed: —] [added: 94,439] | |

| Total current liabilities | | | [removed: 1,277,528] [added: 30,752,104] | | | | [removed: 1,276] [added: 1,277,528] | |

| Total liabilities | | | [removed: 25,427,528] [added: 30,752,104] | | | | [removed: 1,276] [added: 25,427,528] | |

| Class A common stock subject to possible redemption; [added: 65,673,521 and] 66,100,835 shares at redemption value at December 31, [removed: 2018] [added: 2019 and December 31, 2018, respectively] | | | [removed: 666,911,522] [added: 673,301,313] | | | | [removed: —] [added: 666,911,522] | |

| [removed: Stockholders’ equity:] [added: Stockholders’ equity:] | | | | | | | | |

| Class A common stock, $0.0001 par value, 500,000,000 shares authorized, [added: 3,326,479 and] 2,899,165 issued and outstanding (excluding [added: 65,673,521 and] 66,100,835 shares subject to possible [removed: redemption)] [added: redemption), at December 31, 2019 and December 31, 2018, respectively] | | | [removed: 290] [added: 333] | | | | [removed: —] [added: 290] | |

| Additional paid-in capital | | | [removed: 271,932] [added: —] | | | | [removed: 326,693] [added: 271,932] | |

| Retained [removed: earnings/(Accumulated deficit)] [added: earnings] | | | [removed: 4,726,054] [added: 4,997,949] | | | | [removed: (304,694] [added: 4,726,054] | [removed: )] |

| Total stockholders’ equity | | | [removed: 5,000,001] [added: 5,000,007] | | | | [removed: 23,724] [added: 5,000,001] | |

| [removed: Total] [added: Total] liabilities and stockholders’ [removed: equity] [added: equity] | | [removed: $] [added: $] | [removed: 697,339,051] [added: 709,053,424] | | | [removed: $] [added: $] | [removed: 25,000] [added: 697,339,051] | |

| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [added: 2017] | | |

| Dividend income | | | [removed: 7,407,083] [added: 14,245,632] | | | | [removed: —] [added: 7,407,083] | | | | — | |

| General and administrative expenses | | | [removed: (1,036,896] [added: (7,743,002] | ) | | | [removed: (1,276] [added: (1,036,896] | ) | | | [removed: —] [added: (1,276] | [added: )] |

| Income (loss) before income tax [removed: (provision) benefit] [added: provision] | | | [removed: 6,370,187] [added: 6,502,630] | | | | [removed: (1,276] [added: 6,370,187] | [removed: )] | | | [removed: (303,418] [added: (1,276] | ) |

| Provision for income tax | | | [removed: (1,339,439] [added: (2,112,834] | ) | | | [removed: —] [added: (1,339,439] | [added: )] | | | — | |

| Net Income/ (loss) | | $ | [removed: 5,030,748] [added: 4,389,796] | | | $ | [removed: (1,276] [added: 5,030,748] | [removed: )] | | $ | [removed: (303,418] [added: (1,276] | ) |

| Weighted average shares outstanding of Class A common stock | | | 69,000,000 | | | | [removed: —] [added: 69,000,000] | | | | — | |

| --- | --- | --- | --- |

| | 44 | |

| --- | --- | --- |


The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

March 11, 2020


| | 45 | |

| --- | --- | --- |

| Cash and cash equivalents held in Trust Account | | | 706,486,486 | | | | — | |

| Accrued dividends receivable held in Trust Account | | | 918,719 | | | | — | |

| Accounts payable and offering costs | | $ | 6,602,104 | | | $ | 1,183,089 | |

| | 46 | |

| --- | --- | --- |

| | 47 | |

| --- | --- | --- |

| Accretion for Class A common stock to redemption amount | | | — | | | | — | | | | — | | | | — | | | | (6,545,029 | ) | | | (4,117,901 | ) | | | (10,662,930 | ) |

| Change in Class A common stock subject to possible redemption | | | 427,314 | | | | 43 | | | | — | | | | — | | | | 4,273,097 | | | | — | | | | 4,273,140 | |

| Proceeds from sponsor commitment | | | | | | | | | | | | | | | | | | | 2,000,000 | | | | | | | | 2,000,000 | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,389,796 | | | | 4,389,796 | |

| Balance, December 31, 2019 | | | 3,326,479 | | | $ | 333 | | | | 17,250,000 | | | $ | 1,725 | | | $ | — | | | $ | 4,997,949 | | | $ | 5,000,007 | |

| | 48 | |

| --- | --- | --- |

| | | Year Ended December 31, | | | | | | | | | | |

| Proceeds from sponsor commitment | | | 2,000,000 | | | | — | | | | — | |

| Increase in cash and restricted cash | | | 11,723,262 | | | | 695,718,681 | | | | — | |

| Cash and restricted cash and cash equivalents at beginning of year | | | 695,718,681 | | | | — | | | | — | |

| Cash and restricted cash and cash equivalents at end of year | | $ | 707,441,943 | | | $ | 695,718,681 | | | $ | — | |

| | 49 | |

| --- | --- | --- |

| | 50 | |

| --- | --- | --- |

| | 51 | |

| --- | --- | --- |

| | 52 | |

| --- | --- | --- |

| | 53 | |

| --- | --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

##### [Table of Contents](#toc)

March 12, 2019

| | | | | | | | | |

| Accounts payable | | $ | 644,208 | | | $ | 1,276 | |

| Accrued offering costs | | | 538,881 | | | | — | |

| | | | | | | | | | | | | |

| | | Year Ended December 31, | | | | | | | | For the period from April 25, 2016 (Inception) through December 31, 2016 | | |

| Professional fees paid by GS Sponsor LLC on behalf of the Company | | | | | | | | | | | (303,418 | ) |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sale of common stock to GS Sponsor LLC at $0.0014 per share | | | — | | | $ | — | | | | 17,250,000 | | | $ | 1,725 | | | $ | 23,275 | | | $ | — | | | $ | 25,000 | |

| Professional fees paid by GS Sponsor LLC on behalf of the Company | | | — | | | | — | | | | — | | | | — | | | | 303,418 | | | | — | | | | 303,418 | |

| Net loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | (303,418 | ) | | | (303,418 | ) |

| Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | | | | | | |

| Dividend earned on investments held in Trust Account | | | (4,883,137 | ) | | | — | | | | — | |

| (Increase) decrease in receivable from GS DC Sponsor I LLC | | | 25,000 | | | | — | | | | (25,000 | ) |

| Professional fees paid by GS Sponsor LLC on behalf of the Company | | | — | | | | — | | | | 303,418 | |

| Proceeds deposited into Trust account | | | (690,000,000 | ) | | | — | | | | — | |

| Net cash used in investing activities | | | (690,000,000 | ) | | | — | | | | — | |

| Cash flows from financing activities: | | | | | | | | | | | | |

| Repayment of GS DC Sponsor I LLC promissory note | | | (300,000 | ) | | | — | | | | (300,000 | ) |

| Increase in cash | | | 835,544 | | | | — | | | | — | |

| Cash at beginning of year | | | — | | | | — | | | | — | |

| Cash at end of year | | $ | 835,544 | | | $ | — | | | $ | — | |

| Supplemental disclosure of cash flow information: | | | | | | | | | | | | |

| Cash paid out of Trust Account during the year for income taxes | | $ | 1,245,000 | | | $ | — | | | $ | — | |

| Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | |

| Accrued offering costs | | $ | 538,881 | | | $ | — | | | $ | — | |

from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination within 24 months from the closing of the Public Offering; and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, subject to applicable law.

to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering.

For the period

ASU 2016-18 is effective for emerging growth companies with fiscal years beginning after December 15, 2018, and

interim periods within those years, with early adoption permitted.

The Company expects to adopt ASU 2016-18 on January 1, 2019, the first day of the Company’s first quarter for the year ending December 31, 2019.

The Company is evaluating the new guidance and expects that this standard will have retrospective impact on the amount currently presented in investing activities.

was fully exercised.

Upon the earlier of the completion of the Initial

| | | | | | | | | | | | | | | | | |

Other than the foregoing, management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no items which require adjustments or disclosure.

[removed: Internal] [added: Changes in Internal] Control over Financial Reporting

This Annual Report on Form 10-K does not include [removed: a report of management’s assessment regarding internal control over financial reporting or] an attestation report of our [added: independent] registered public accounting firm [removed: due to a transition period established by rules of the SEC for newly public companies.][added: on our internal control over financial reporting.]

[removed: During the most recently completed fiscal year, there has been] [added: There were] no [removed: change] [added: changes] in our internal control over financial reporting that [removed: has] [added: occurred during our most recent fiscal quarter that] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act).

Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2019, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established by the Committee of Sponsoring Organizations of the Treadway Commission (“_COSO_”) in Internal Control—Integrated Framework (2013).

Based on this assessment, our management concluded that we maintained effective internal control over financial reporting as of December 31, 2019.

Attestation Report of the Independent Registered Public Accounting Firm

Pursuant to the JOBS Act, management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Annual Report on Form 10-K.

Section 103 of the JOBS Act provides that an emerging growth company is not required to provide an auditor’s report on internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act for as long as we qualify as an emerging growth company.

We are an emerging growth company, and therefore we are not required to include an attestation report of our independent registered public accounting firm on our internal control over financial reporting in this report.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment.

Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (who serves as our Principal Executive Officer and Principal Financial and Accounting Officer), to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2018.

Based upon his evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

None.

| | 58 | |

| --- | --- | --- |

On March 11, 2019, GS Sponsor LLC, an affiliate of our Sponsor, provided us with the Sponsor Commitment pursuant to which GS Sponsor LLC agreed that, if funds are needed by us through June 12, 2020 to pay ordinary course expenses, GS Sponsor LLC will provide us with liquidity of up to an aggregate of $2.0 million.

GS Sponsor LLC will not receive any additional interest in us in exchange for any such contribution and any liquidity provided under the Sponsor Commitment will be in the form of a contribution with respect to our Sponsor’s Founder Shares.

##### [Table of Contents](#toc)

| Name | | Age | | | | [removed: Title] [added: Position] |

[removed: | David M.] [added: From April 2018 until the Business Combination, Mr.] Cote [removed: | | | 66 | | |] [added: served as] Chief Executive Officer, President and Secretary, and Chairman of [removed: our] [added: the] Board of Directors [removed: |][added: of GSAH.]

| Roger Fradin | | | [removed: 65] [added: 66] | | | Director |

| Steven [added: S.] Reinemund | | | [removed: 70] [added: 71] | | | Director |

Most recently, Mr. Cote was [removed: non-Executive] [added: Executive] Chairman of the Board at Honeywell until April 23, 2018.

Mr. Fradin served as vice chairman of Honeywell from April 2014 until his retirement in February [removed: 2017, and has served as an independent contractor to Honeywell since March 2018.][added: 2017.]

Mr. Fradin is also [removed: an operating executive with] [added: a consultant for] The Carlyle Group and an advisor to Seal Rock Partners.

Mr. Fradin is currently a [removed: Director at] [added: director of L3Harris Technologies Inc. (NYSE: LHX), Resideo Technologies Inc (NYSE: REZI) and Juniper Industrial Holdings, Inc. (NYSE: JIH.U) (“_JIH_”), and was formerly a director of] MSC Industrial Direct Co., Inc. (Nasdaq: [removed: MSM),] [added: MSM) and] Pitney Bowes Inc. (NYSE: [removed: PBI), Harris Corporation (NYSE: HRS) and Signode Industrial Group.][added: PBI).]

Mr. Reinemund [removed: previously] served as Dean of Business at Wake Forest University from July 2008 [removed: until] [added: to] June 2014, an organization he joined after a 23-year career with PepsiCo, Inc. [removed: (“PepsiCo”).][added: (NASDAQ: PEP) (“_PepsiCo_”).]

At [removed: PepsiCo] [added: PepsiCo,] Mr. Reinemund served as [removed: executive chairman] [added: Executive Chairman] from October 2006 to May 2007, and as [removed: chairman] [added: Chairman] and [removed: CEO] [added: Chief Executive Officer] from May 2001 to October 2006.

Prior to being [removed: CEO,] [added: Chief Executive Officer,] he was [removed: PepsiCo’s] [added: PepsiCo, Inc.’s] president and chief operating officer from September 1999 to May 2001.

Mr. Reinemund began his career with [removed: PepsiCo] [added: PepsiCo, Inc.] in 1984 at Pizza Hut, Inc. and held other positions until he became president and [removed: CEO] [added: Chief Executive Officer] of Frito-Lay’s North American snack division in 1992.

He became chairman and [removed: CEO] [added: Chief Executive Officer] of Frito-Lay’s worldwide operations in 1996.

Mr. Reinemund was a director of Johnson & Johnson [added: (NYSE: JNJ)] from 2003 to 2008 and of American Express Company [added: (NYSE: AXP)] from 2007 to 2015.

Mr. Reinemund currently serves as a director of Exxon Mobil Corporation (NYSE: XOM), Marriott International, Inc. (Nasdaq: MAR), Walmart Inc. (NYSE: WMT) and Chick-fil-A, Inc. He also serves on the Board of [removed: Trustees at Wake Forest University, the Board of] Directors at USNA [removed: Foundation, and the Board of Governors at the Center for Creative Leadership.][added: Foundation.]

Our [removed: board of directors have] [added: Board has] three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee.

The members of our audit committee are [removed: Messrs.][added: Steven S.]

Mr. [removed: Steven] Reinemund serves as the chairman of the audit committee.

[removed: Each member of the audit committee is financially literate and our board of directors has determined that Mr. Steven] Reinemund qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

| | • | [removed: |] assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; |

| | • | [removed: |] the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |

| | • | [removed: |] pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |

| | • | [removed: |] reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |

| | • | [removed: |] setting clear hiring policies for employees or former employees of the independent auditors; |

| | • | [removed: |] setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |

| | • | [removed: |] obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |

| | • | [removed: |] meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific [removed: disclosures under “ Item 7. Management’s Discussion] [added: management’s discussion] and [removed: Analysis] [added: analysis] of [removed: Financial Condition] [added: financial condition] and [removed: Results] [added: results] of [removed: Operations”;] [added: operations disclosure;] |

| | • | [removed: |] reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |

| | • | [removed: |] reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |

The members of our [removed: Compensation Committee] [added: compensation committee] are [removed: Messrs.][added: Roger Fradin, Joseph van Dokkum and Steven S.]

Mr. [removed: James Albaugh] [added: Fradin] serves as the chairman of the compensation committee.

| | • | [removed: |] reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |

| | • | [removed: |] reviewing and making recommendations to our [removed: board of directors] [added: Board] with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; |

| | • | [removed: |] reviewing our executive compensation policies and plans; |

| | • | [removed: |] implementing and administering our incentive compensation equity-based remuneration plans; |

| | • | [removed: |] assisting management in complying with our proxy statement and annual report disclosure requirements; |

| | • | [removed: |] approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |

| | • | [removed: |] producing a report on executive compensation to be included in our annual proxy statement; and |

| | • | [removed: |] reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |

The members of our nominating and corporate governance [added: committee] are [removed: Messrs.][added: Joseph van Dokkum, Roger Fradin and Edward L.]

Below is a list of our executive officers and directors and their respective ages and a brief account of the business experience of each of them.

| David M. Cote | | | 67 | | | Executive Chairman of the Board |

| Rob Johnson | | | 53 | | | Chief Executive Officer and Director |

| Joseph van Dokkum | | | 66 | | | Director |

| Jacob Kotzubei | | | 51 | | | Director |

| Matthew Louie | | | 42 | | | Director |

| Edward L. Monser | | | 69 | | | Director |

| Robin L. Washington | | | 57 | | | Director |

| David J. Fallon | | | 50 | | | Chief Financial Officer |

| Giordano Albertazzi | | | 54 | | | President of Europe, Middle East and Africa |

| Andrew Cole | | | 55 | | | Chief Organizational Development and Human Resources Officer |

| Colin Flannery | | | 54 | | | General Counsel and Corporate Secretary |

| Jason M. Forcier | | | 48 | | | Chief Operations Officer and Executive Vice President of Infrastructure and Solutions |

| Sheryl Haislet | | | 54 | | | Chief Information Officer |

| John Hewitt | | | 50 | | | President of the Americas |

| Patrick Johnson | | | 49 | | | Executive Vice President of Information Technology and Edge Infrastructure |

| Steve Lalla | | | 57 | | | Executive Vice President of Service and Software Solutions |

| Stephen Liang | | | 61 | | | President of Asia Pacific |

| Gary Niederpruem | | | 45 | | | Chief Strategy and Development Officer |

The directors were nominated pursuant to the director nomination rights set forth in the Stockholders Agreement.

_Directors_

Cote._ Mr. Cote has served as our Executive Chairman of our Board of Directors since February 7, 2020.

Mr. Cote was selected to serve on our Board due to his significant leadership experience and his extensive management and investment experience, including in the industrial sector.

| | 59 | |

| --- | --- | --- |

_Rob Johnson._ Mr. Johnson has served as our Chief Executive Officer and one of our directors since February 7, 2020.

From December 2016 until the Business Combination, Mr. Johnson served as the Chief Executive Officer of Vertiv and was Vertiv’s first CEO.

Prior to that he had been an operating partner at venture capital firm Kleiner Perkins Caufield & Byers (“_Kleiner Perkins_”) from 2014 to 2016.

From 2013 to 2014, Johnson worked in executive positions at Consolidated Container Corporation.

Prior to Consolidated Container Company, Mr. Johnson had a five year tenure, between 2008 and 2013, in executive positions at A123 Systems (formerly NASDAQ: AONE), a global manufacturer of lithium ion batteries.

On October 16, 2012, A123 Systems voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code and, on January 29, 2013, A123 Systems completed the sale of substantially all of its assets and operations.

Mr. Johnson was the Chief Executive Officer of American Power Conversion (formerly NASDAQ: APCC) (“_APC_”) from 2006 until 2007, where he managed the company’s sale to Schneider Electric (OTC: SBGSY) for $6.1 billion in 2007.

Prior to his CEO role at American Power Conversion, Mr. Johnson was a general manager at APC with responsibility for power management, thermal management, IT infrastructure, along with software and controls.

Before his roles at APC, Mr. Johnson led Systems Enhancement Corporation, a company he founded to create innovative software and hardware solutions for the data center industry.

He sold that company to American Power Conversion in 1997.

Mr. Johnson earned a Bachelor of Science and honorary Ph.D. in Engineering Management from The Missouri University of Science and Technology.

He was elected into the Engineering Management Academy of Sciences.

He served on several boards in the past and is the co-author of “Executing Your Business Transformation,” a guide for companies navigating major changes published in 2010.

Rob Johnson is the brother of Patrick Johnson who serves as our Executive Vice President of Information Technology and Edge Infrastructure.

Mr. Johnson was selected to serve on our Board due to his knowledge of the data center industry and his experience operating Vertiv for the past 3 years.

| --- | --- |

Our current directors and executive officer are as follows:

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Raanan A. Agus | | | 51 | | | Director |

| James Albaugh | | | 68 | | | Director |

Cote_ has been our Chief Executive Officer, President and Secretary, and Chairman of the Board of Directors since April 2018.

_Raanan A.

Agus_ has been one of our directors since April 2018.

Mr. Agus joined Goldman Sachs in 1993 and served as a member of the Equities Arbitrage Department and Goldman Sachs Principal Strategies, running this latter group from 2004 through 2007.

Since January 2008, he has co-headed the Goldman Sachs Investment Partners platform, which includes a global long/short hedge fund and direct private equity investing business.

In addition, Mr. Agus oversees other direct alternative investing businesses within GSAM, including a credit alternatives platform composed of a large middle market lending business and a renewable power investing business, a real estate investing business and an energy and infrastructure investing business.

Mr. Agus serves on the Investment Management Division Executive Committee.

He was promoted to Managing Director in 1999 and Participating Managing Director in 2000.

Mr. Agus earned an A.B. in economics from Princeton University, summa cum laude, Phi Beta Kappa in 1989 and a JD/MBA from Columbia University as a Stone Scholar and Beta Gamma Sigma member in 1993.

James Albaugh has served as a director since June 7, 2018.

Mr. Albaugh was President and Chief Executive Officer of The Boeing Company’s (“Boeing”) Commercial Airplanes business unit from September 2009 through October 2012.

Prior to holding that position, Mr. Albaugh was president and chief executive officer of Boeing’s Integrated Defense Systems business unit from July 2002 to September 2009.

He joined Boeing in 1975 and held various other executive positions prior to July 2002, including President and Chief Executive of Space and Communications and President of Space Transportation.

Mr. Albaugh was a member of Boeing’s Executive Council from 1998 through 2012.

In addition, Mr. Albaugh was an advisor to Perella Weinberg Partners, a global advisory and asset management firm, from September 2016 until April 30, 2018, and has been an advisor to Industrial Development Funding, an asset management firm, since May 1, 2018.

Previously, Mr. Albaugh was a senior advisor to The Blackstone Group L.P. from December 2012 until July 2016.

Mr. Albaugh currently serves as a director of American Airlines Group Inc. (Nasdaq: AAL), Harris Corporation (NYSE: HRS) and Arconic Inc. (NYSE: ARNC).

Mr. Albaugh served as a director of B/E Aerospace, Inc. from 2014 until its acquisition by Rockwell Collins, Inc. in April 2017, and as a director of TRW Automotive Holdings Corp. from 2006 until its acquisition by ZF Friedrichshafen AG in 2015.

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Roger Fradin has served as a director since June 7, 2018.

Steven Reinemund has served as a director since June 7, 2018.

Mr. Reinemund has served as Executive in Residence at Wake Forest University School of Business since June 2014.

Number, Terms of Office and Election of Officers and Director

Our board of directors consists of five members.

Holders of our Founder Shares have the right to elect all of our directors prior to consummation of our Initial Business Combination and holders of our public shares do not have the right to vote on the election of directors during such time.

These provisions of our amended and restated certificate of incorporation may only be amended if approved by a majority of at least 90% of our common stock voting at a stockholder meeting.

Approval of our Initial Business Combination will require the affirmative vote of a majority of our board directors and a majority of our independent directors, initially.

Our officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors.

James Albaugh, Roger Fradin and Steven Reinemund.

| --- | --- | --- | --- |

Mr. Roger Fradin serves as chair of the nominating and corporate governance committee.

Prior to our Initial Business Combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

None of [removed: our executive officers or] [added: GSAH’s] directors [removed: have] [added: or sole executive officer] received any cash compensation for services rendered to [removed: us.][added: GSAH for the fiscal year ended December 31, 2019.]

This section describes executive compensation of Vertiv’s directors and named executive officers.

Compensation Discussion and Analysis

Vertiv’s “named executive officers” for the fiscal year ended December 31, 2019 consisted of the following individuals:

| | • | Robert Johnson, _Chief Executive Officer_ |

| --- | --- | --- |

| | • | David Fallon, _Chief Financial Officer_ |

| --- | --- | --- |

| | • | Stephen Liang, _President, Asia-Pacific_ |

| --- | --- | --- |

| | • | Jason Forcier, _Chief Operations Officer and Executive Vice President of Infrastructure & Solutions_ |

| --- | --- | --- |

| | • | John Hewitt, _President of Americas_ |

| --- | --- | --- |

_2019 Compensation Overview and Objectives_

Compensation during 2019 was established primarily with the goals of attracting and retaining talented individuals, as well as motivating executives to achieve the greatest possible returns.

Vertiv believes that the fixed aspects of its compensation program—including base salary and benefits—enable it to compensate executives at competitive levels, while annual incentive programs allow Vertiv to pay bonuses based on performance and the achievement of corporate financial goals.

Finally, Vertiv’s 2017 Transaction Exit Bonus Plan, as described below, is designed to promote executive retention and directly link the amount of compensation paid to executive officers to value growth.

The compensation reported in this compensation discussion and analysis is not necessarily indicative of how we expect to compensate our named executive officers following the consummation of the Business Combination.

In connection with the Business Combination, we adopted the Incentive Plan a copy of which is included as an exhibit to this Annual Report on Form 10-K and we expect to further review, evaluate and modify our compensation framework, which may result in future compensation programs that vary significantly from Vertiv’s historical practices.

| | 67 | |

| --- | --- | --- |

_Determination of Compensation_

During 2019, Vertiv’s board of managers (the “_Vertiv Board_”) was comprised of individuals appointed by our then controlling member, an entity controlled by private investment funds sponsored by affiliates of Platinum Equity Advisors, LLC (“_Platinum Advisors_”).

Certain other subsidiaries of Vertiv also included managers, directors and/or officers that are employees of Platinum Advisors.

Platinum Advisors provided certain corporate advisory services to the Vertiv organization during 2019 pursuant to the services agreement that is described in more detail below under “_Item 13.

Certain Relationships and Related Transactions, and Director Independence—Vertiv Related Party Transactions_.” These services included providing advice in respect of Vertiv’s compensation plans and policies.

In connection with setting the compensation for the named executive officers for 2019, Platinum Advisors provided a broad-based overview of current market compensation practices in the industry to the Vertiv Board and the Chief Executive Officer of the Vertiv organization, Mr. Johnson.

This advice was based on Platinum Advisors’ prior experience and the compensation programs in place at other companies controlled by affiliates of Platinum Advisors.

The Vertiv Board (with respect to Mr. Johnson’s compensation) and Mr. Johnson (with respect to the compensation of the other named executive officers) used this advice as a point of general comparison and did not receive or follow any specific recommendations from Platinum Advisors in setting 2019 compensation.

In this regard, in determining the levels and mix of compensation, the Vertiv Board and Mr. Johnson have not generally relied on formulaic guidelines, but rather performed a comprehensive review of each executive’s skills and capabilities and his potential contribution as a member of the executive team.

The factors used to determine each executive’s total compensation opportunity for 2019 included:

| | • | the executive’s skills and capabilities as they relate to the execution of the executive’s role; |

| --- | --- | --- |

| | • | the size and scope of the executive’s role, in particular the criticality of the position and the potential for value creation; |

| --- | --- | --- |

| | • | the level and form of compensation that the Vertiv Board and Mr. Johnson determined to be necessary to attract and retain executive leadership familiar with transforming organizations, principally in Vertiv’s industry and at companies with similar size and scope; and |

| --- | --- | --- |

| | • | alignment of the executive’s individual financial outcomes with stockholder value creation. |

| --- | --- | --- |

During 2019, the Vertiv Board had no formal, regularly scheduled meetings to set its compensation policy.

Commencing on June 7, 2018, through the earlier of the completion of Initial Business Combination and our liquidation, we pay monthly recurring expenses of $10,000 to an affiliate of our Sponsor for office space, administrative and support services.

Our Sponsor, executive officer, directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable Initial Business Combinations.

Our independent directors will review on a quarterly basis all payments that were made to our Sponsor, executive officers, directors and our or their affiliates.

After the completion of our Initial Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company.

All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our officers after the completion of our Initial Business Combination will be determined by a compensation committee constituted solely by independent directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of an Initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after an Initial Business Combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our management team to remain with us after the consummation of an Initial Business Combination will be a determining factor in our decision to proceed with any potential Initial Business Combination.

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

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| | • | | each person [added: who is] known [removed: by us] to be the beneficial owner of more than 5% of [removed: our] [added: the Company’s] outstanding [removed: shares of] [added: Class A] common stock; |

| [added: Directors and Executive Officers] | [removed: •] | | [removed: each of our executive officers and directors; and] | [added: | | | | |]

| | • | | all [removed: our] executive officers and directors as a group. |

| [removed: Name] [added: Name] and Address of Beneficial [removed: Owner(1)] [added: Owners(1)] | | [removed: Number] [added: Number] of [removed: Ordinary] Shares [removed: Beneficially Owned] | | | | [removed: Approximate Percentage of Class A Common Stock | | | | Approximate Percentage of Class B Common Stock | | | | Approximate] [added: Ownership] Percentage [removed: of Common Stock(2)] [added: (%)] | | |

| All directors and executive officers as a group [removed: (five individuals) | | | 17,470,000 | (10) | | | * |] [added: (19 individuals)(10)] | | | [removed: 100.0] [added: 17,109,931] | [removed: %] | | | [removed: 20.3] [added: 5.13] | % |

| * | Less than one [removed: percent.] [added: percent] |

| (1) | Unless otherwise noted, the business address of each of the following entities or individuals is [removed: 200 West Street, New York, New York 10282.] [added: 1050 Dearborn Drive, Columbus, Ohio 43085.] |

The following table sets forth information known to the Company regarding the beneficial ownership of shares of the Company’s Class A common stock as of March 9, 2020 by:

| | • | | each of the Company’s executive officers and directors; and |

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Except as described in the footnotes below and subject to applicable community property laws and similar laws, the Company believes that each person listed below has sole voting and investment power with respect to such shares.

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 5% Holders (Other than Directors and Executive Officers) | | | | | | | | |

| VPE Holdings, LLC (the Vertiv Stockholder)(2) | | | 118,261,955 | | | | 36.01 | % |

| Alyeska Investment Group, L.P.(3) | | | 18,435,366 | | | | 5.60 | % |

| Eminence Capital, LP(4) | | | 16,500,000 | | | | 5.02 | % |

| | | | | | | | | |

| David M. Cote(5) | | | 15,889,167 | | | | 4.76 | % |

| Rob Johnson | | | 123,120 | | | | * | |

| Roger Fradin(6) | | | 368,333 | | | | * | |

| Joseph van Dokkum(7) | | | 25,000 | | | | * | |

| Jacob Kotzubei | | | — | | | | — | |

| Matthew Louie | | | — | | | | — | |

| Edward L. Monser | | | — | | | | — | |

| Steven S. Reinemund(8) | | | 368,333 | | | | * | |

| Robin L. Washington(9) | | | 10,000 | | | | * | |

| Giordano Albertazzi | | | 26,859 | | | | * | |

| Andrew Cole | | | 35,650 | | | | * | |

| David J. Fallon | | | 52,387 | | | | * | |

| Colin Flannery | | | 17,825 | | | | * | |

| Jason M. Forcier | | | 38,475 | | | | * | |

| John Hewitt | | | 35,650 | | | | * | |

| Patrick Johnson | | | 31,802 | | | | * | |

| Steve Lalla | | | 25,650 | | | | * | |

| Stephen Liang | | | 37,062 | | | | * | |

| Gary Niederpruem | | | 24,618 | | | | * | |

| (2) | Represents shares owned directly by VPE Holdings, LLC, a Delaware limited liability company. Vertiv JV Holdings, LLC owns a majority of the outstanding equity interests of VPE Holdings, LLC, and PE Vertiv Holdings, LLC owns a majority of the outstanding interests of Vertiv JV Holdings, LLC, and, accordingly, each may be deemed to beneficially own the shares owned directly by VPE Holdings, LLC. PE Vertiv Holdings, LLC is directly owned by six private equity investment funds, none of which private equity investment funds individually has the power to direct the voting or disposition of shares beneficially owned. Platinum Equity Investment Holdings III, LLC is the managing member of one of such funds and the managing member of the general partner of four of such funds. Through such positions, Platinum Equity Investment Holdings III, LLC has the indirect power to direct the voting of a majority of the outstanding equity interests of PE Vertiv Holdings, LLC. Platinum Equity Investment Holdings Manager III, LLC is the managing member of Platinum Equity Investment Holdings III, LLC. Platinum Equity InvestCo, L.P. owns all of the economic interests in Platinum Equity Investment Holdings III, LLC. Platinum Equity Investment Holdings IC (Cayman), LLC is the general partner of Platinum Equity InvestCo LP. Platinum InvestCo (Cayman), LLC holds a controlling interest in Platinum Equity InvestCo LP. Platinum Equity, LLC is sole member of Platinum Equity Investment Holdings Manager III, LLC and Platinum Equity Investment Holdings III, LLC. Platinum Equity also indirectly controls the other funds that own equity interests of PE Vertiv Holdings, LLC. Mr. Tom Gores is the beneficial owner of Platinum Equity, LLC. Accordingly, as a result of their indirect ownership and control of each of VPE Holdings, LLC, Vertiv JV Holdings, LLC and PE Vertiv Holdings, LLC, each of Platinum Equity Investment Holdings, LLC, Platinum Equity Investment Holdings Manager, LLC, Platinum Equity InvestCo, L.P., Platinum Equity Investment Holdings IC (Cayman), LLC, Platinum InvestCo (Cayman), LLC, Platinum Equity, LLC and Mr. Tom Gores may be deemed to beneficially own the shares owned directly by VPE Holdings, LLC. Mr. Tom Gores disclaims beneficial ownership of the shares owned directly by VPE Holdings, LLC, except to the extent of his pecuniary interest therein. The business address of VPE Holdings, LLC and each party beneficially owning the shares held thereby is 360 North Crescent Drive, South Building, Beverly Hills, CA, 90210. |

| | 83 | |

| --- | --- | --- |

| (3) | Includes (i) 13,747,476 shares of Class A common stock (including 634,298 shares of Class A common stock underlying public warrants) held by Alyeska Master Fund, L.P.; (ii) 4,536,668 shares of Class A common stock (including 209,302 shares of Class A common stock underlying public warrants) held by Alyeska Master Fund 2, L.P.; and (iii) 151,222 shares of Class A common stock (including 6,977 shares of Class A common stock underlying public warrants) held by Alyeska Master Fund 3, L.P. Alyeska Master Fund, L.P., Alyeska Master Fund 2, L.P. and Alyeska Master Fund 3, L.P. (the “_Alyeska Stockholders”_) are controlled by their respective general partners Alyeska Fund GP, LLC, Alyeska Fund 2 GP, LLC and Alyeska Fund 3 GP, LLC, (collectively, the “_Alyeska GP Entities_”). The Alyeska GP Entities appointed Alyeska Investment Group, L.P. (“_Alyeska Investment Manager_”) to act as their investment manager. Alyeska Investment Manager has voting and investment control of the shares held by the Alyeska Stockholders. Anand Parekh is the Chief Executive Officer of Alyeska Investment Manager and may be deemed to be the beneficial owner of the securities held by the Alyeska Stockholders. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by the Alyeska Stockholders. The business address of Alyeska Investment Group, L.P. is 77 West Wacker Drive, 7th Floor, Chicago, IL 60601. |

| (4) | Includes (i) 14,906,921 shares of Class A common stock held by Eminence Holdings LLC and (ii) 1,593,079 shares of Class A common stock held by EC Longhorn LLC. Eminence Capital, LP serves as the investment adviser to, and may be deemed to have shared voting and dispositive power over the shares of Class A common stock held by, Eminence Holdings LLC and EC Longhorn LLC. Ricky C. Sandler is the Chief Executive Officer of Eminence Capital, LP and may be deemed to have shared voting and dispositive power over the shares of Class A common stock held by Eminence Holdings LLC and EC Longhorn LLC. The business address of Eminence Capital, LP is 399 Park Avenue, 25th Floor, New York, NY 10022. |

| (5) | Interests shown include: (i) 8,572,500 founder shares held by Cote SPAC 1 LLC; (ii) 5,266,667 shares of Class A common stock underlying private placement warrants held by Cote SPAC 1 LLC; (iii) 2,000,000 shares of Class A common stock held by Atlanta Sons LLC; and (iv) 50,000 shares of Class A common stock held by Mr. Cote’s spouse. Mr. Cote is the manager of Cote SPAC 1 LLC and Atlanta Sons LLC. Mr. Cote disclaims beneficial ownership of the shares held by his spouse except to the extent of his pecuniary interest therein. |

| (6) | Interests shown include: (i) 35,000 founder shares; (ii) 133,333 shares of Class A common stock underlying the units (including 100,000 shares of Class A common stock and 33,333 shares of Class A common stock issuable upon exercise of the public warrants comprising the units); and (iii) 200,000 PIPE Shares. |

| (7) | Interests shown are held by Mr. Joseph van Dokkum and Mrs. Lynn van Dokkum, as tenants in common. |

| (8) | Interests shown include: (i) 35,000 founder shares; (ii) 133,333 shares of Class A common stock underlying the units (including 100,000 shares of Class A common stock and 33,333 shares of Class A common stock issuable upon exercise of the public warrants comprising the units) held by 2017 Steven S Reinemund GRAT, of which Mr. Reinemund is trustee; and (iii) 200,000 PIPE Shares held by 2017 Steven S Reinemund GRAT, of which Mr. Reinemund is trustee. |

| (9) | Interests show are held by the Carl and Robin Washington Revocable Trust. Carl D. Washington and Robin L. Washington are trustees of the Carl and Robin Washington Revocable Trust. |

| (10) | Interests shown include: (i) 5,266,667 shares of Class A common stock underlying the private placement warrants held by the Cote SPAC 1 LLC; (ii) 133,333 shares of Class A common stock underlying the units (including 100,000 shares of Class A common stock and 33,333 shares of Class A common stock issuable upon exercise of the public warrants comprising the units) held by Mr. Fradin; and (iii) 133,333 shares of Class A common stock underlying the units (including 100,000 shares of Class A common stock and 33,333 shares of Class A common stock issuable upon exercise of the public warrants comprising the units) held by a trust controlled by Mr. Reinemund. |

The following table sets forth information available to us at March 11, 2019 with respect to our common stock held by:

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these are not exercisable within 60 days of March 11, 2019.

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| GS DC Sponsor I LLC(3) | | | 17,145,000 | (4) | | | — | | | | 99.4 | % | | | 19.9 | % |

| David M. Cote(3) | | | 17,145,000 | (4) | | | — | | | | 99.4 | % | | | 19.9 | % |

| GS Sponsor LLC(3)(5) | | | 17,145,000 | (4) | | | — | | | | 99.4 | % | | | 19.9 | % |

| Raanan A. Agus | | | — | | | | — | | | | — | | | | * | |

| James Albaugh | | | 55,000 | (6) | | | * | | | | * | | | | * | |

| Roger Fradin | | | 135,000 | (7) | | | * | | | | * | | | | * | |

| Steven Reinemund | | | 135,000 | (7) | | | * | | | | * | | | | * | |

| Empyrean Capital Partners, LP(8) | | | 3,500,000 | | | | 5.1 | % | | | — | | | | 4.1 | % |

| Governors Lane LP(9) | | | 3,870,100 | | | | 5.6 | % | | | — | | | | 4.5 | % |

| (2) | The calculations assume the number of Founder Shares held by such reporting person(s) are converted into shares of Class A common stock on a one-for-one basis and no other Founder Shares are then converted. |

| (3) | Each of Mr. David M. Cote and GS Sponsor LLC may be deemed to beneficially own the shares held by our Sponsor by virtue of their shared control over our Sponsor. Mr. Cote’s interest in our Sponsor is held by a limited liability company owned by trusts controlled by Mr. Cote. Each of Mr. David M. Cote and his controlled affiliates and GS Sponsor LLC disclaims beneficial ownership of the shares held by our Sponsor except to the extent of their respective pecuniary interest therein. |

| (4) | Interests shown consist solely of Founder Shares. Such shares will automatically convert into shares of Class A common stock at the time of our Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. |

| (5) | GS Sponsor LLC is a wholly owned subsidiary of GSAM Holdings LLC, which is a wholly owned subsidiary of The Goldman Sachs Group, Inc. Each of GSAM Holdings LLC and The Goldman Sachs Group, Inc. may be deemed to beneficially own the shares held by our Sponsor by virtue of their direct and indirect ownership, respectively, over GS Sponsor LLC. Each of GSAM Holdings LLC and The Goldman Sachs Group, Inc. disclaims beneficial ownership of any such shares except to the extent of their respective pecuniary interest therein. |

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| (6) | Interests shown consist of 35,000 Founder Shares and 20,000 shares of Class A common stock. The Founder Shares will automatically convert into shares of Class A common stock at the time of our Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. |

| (7) | Interests shown consist of 35,000 Founder Shares and 100,000 shares of Class A common stock. The Founder Shares will automatically convert into shares of Class A common stock at the time of our Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. |

| (8) | According to Amendment No. 1 to the Schedule 13G filed on February 14, 2019, each of Empyrean Capital Partners, LP and Amos Meron share voting and dispositive power over the 3,500,000 shares of Class A common stock reported, with Empyrean Capital Overseas Master Fund, Ltd. sharing voting and dispositive power over 3,348,733 of such shares of Class A common stock, which are directly held by it, and P EMP Ltd. sharing voting and dispositive power over 151,267 of shares of Class A common stock, which are directly held by it. The business address for each of the stockholders is c/o Empyrean Capital Partners, LP, 10250 Constellation Blvd, Suite 2950, Los Angeles, CA 90067. |

| (9) | According to Amendment No. 1 to the Schedule 13G filed on February 14, 2019, Governors Lane LP, Governors Lane Fund General Partner LLC and Isaac Corre share voting and dispositive power over the 3,870,100 shares reported. The business address for Governors Lane LP is 510 Madison Avenue, 11th Floor, New York, NY 10022. The business address for each of the other stockholders is c/o Governors Lane LP, 510 Madison Avenue, 11th Floor, New York, New York 10022. |

| (10) | Interests shown consist of 17,250,000 Founder Shares and 220,000 shares of Class A common stock. The Founder Shares will automatically convert into shares of Class A common stock at the time of our Initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. |

Our initial stockholders beneficially own approximately 20% of our issued and outstanding shares of common stock.

Our initial stockholders have the right to elect all of our directors prior to our Initial Business Combination as a result of holding all of the Founder Shares.

In addition, because of this ownership block, our initial stockholders may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions.