GS Acquisition Holdings Corp

The financing is larger than the cash consideration: PIPE investors and subscribing Vertiv executives have committed $1,239,000,000 for 123,900,000 Class A shares, against $415.0 million of cash paid to the Vertiv Stockholder and approximately 127.5 million shares of stock consideration valued at $10.00 per share. Holders of the 17,250,000 Class B shares waived their anti-dilution adjustment, so those convert one-for-one rather than expanding. A Tax Receivable Agreement will pay the Vertiv Stockholder 65% of post-closing cash tax savings.

Aggregate merger consideration is expected to be approximately $5.095 billion, increased by Vertiv's closing cash and decreased by its indebtedness measured at 12:01 a.m. on the closing date, by unpaid transaction expenses, and by the lesser of 50% of the cost of any representation and warranty insurance policy and $2.5 million. Of that total, $415.0 million is cash to the Vertiv Stockholder and the remainder is stock, so the seller keeps a large Class A position and the trust funds only a fraction of a transaction several times the size of the SPAC.

What changed: 8-K of Vertiv Holdings Co. Item 2.02 (results of operations and financial condition): on July 29, 2026 the Company issued a press release announcing its financial results for the three and six months ended June 30, 2026, furnished as Exhibit 99.1. Item 7.01 (Regulation FD) incorporates the Item 2.02 information and states the Company will post a slide presentation in advance of the earnings call to the Investor Relations section of investors.vertiv.com. The furnished information is not deemed filed for Section 18 purposes nor incorporated by reference. Why it matters: Quarterly earnings furnishing; the report states no figure. The slide presentation it points to is on the Company's website and is not an exhibit, so it is not part of the filed record.

What changed: Vertiv Holdings Co, the company formed in the GS Acquisition Holdings Corp combination, filed its Q2 2026 10-Q. Product net sales rose to $2,646.7 million for the quarter from $2,166.0 million and services to $627.6 million from $472.1 million. Total liabilities grew to $11,143.3 million from $8,271.1 million at December 31, 2025. Cash and cash equivalents were $2,810.6 million plus $300.0 million of short-term investments at June 30, 2026, with a $2,500.0 million senior unsecured revolving credit facility committed. Shares outstanding were 384,936,985. Why it matters: No SPAC mechanics remain — this is a large operating company now, and the best outcome in the cohort by revenue scale. The line worth flagging is the balance sheet: total liabilities expanded by roughly $2.9 billion in six months while cash sits at $2.8 billion, so growth is being financed as well as earned. For anyone benchmarking what a successful 2020 SPAC merger can compound into, product sales up 22% year over year with an undrawn $2.5 billion revolver is the reference point.