Amended Current Report Filing (8-k/a)
March 12 2020 - 5:08AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K/A
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(Amendment No. 2)
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): February 7, 2020
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VERTIV HOLDINGS CO
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Exact name of registrant as specified in its charter
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Delaware
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3679
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81-2376902
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(State or other Jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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1050 Dearborn Drive, Columbus, Ohio 43085
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(Address of principal executive offices, including zip code)
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Registrant's telephone number, including area code: 614-888-0246
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, $0.0001 par value per share
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VRT
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New York Stock Exchange
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Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant to purchase one share of Class A common stock
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VERT.U
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New York Stock Exchange
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Redeemable warrants to purchase Class A common stock
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VRT WS
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New York Stock Exchange
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company T
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If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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Explanatory Note
This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends Item 9.01 of the Current Report on Form 8-K filed by Vertiv Holdings Co (the “Company”) on February 7, 2020, as amended by Amendment No. 1 on Form 8-K/A filed on February 7, 2020 (together, the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
This Amendment No. 2 (i) amends the financial statements provided under Item 9.01(a) in the Original Report to include the audited financial statements of Vertiv Holdings, LLC (“Vertiv Holdings”) as of and for the year ended December 31, 2019, and (ii) includes the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vertiv Holdings for the year ended December 31, 2019.
This Amendment No. 2 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries, including Vertiv Holdings, subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of Vertiv Holdings as of and for the year ended December 31, 2019 are filed herewith as Exhibit 99.1 and incorporated herein by reference.
Also included herewith as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vertiv Holdings for the year ended December 31, 2019.
(b) Exhibits
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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99.2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: March 11, 2020
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Vertiv Holdings Co
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/s/ Rob Johnson
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Name: Rob Johnson
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Title: Chief Executive Officer
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