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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 29, 2023
VERTIV HOLDINGS CO |
Exact name of registrant as specified in its charter |
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Delaware |
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001-38518 |
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81-2376902 |
(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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505 N. Cleveland Ave., Westerville, Ohio 43082 |
(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) |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
Class A common stock, $0.0001 par value per share |
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VRT |
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New York Stock Exchange |
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).
Emerging growth company o
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
Item 7.01 |
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Regulation FD Disclosure. |
On November 29, 2023, Vertiv Holdings Co, a Delaware
corporation (the “Company”) issued a press release announcing, among other things, that it has increased the Company’s
financial guidance for the fiscal year ending December 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and
is incorporated herein by reference in its entirety. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the
Company under the Securities Act of 1933 or the Exchange Act.
Stock Repurchase Program
On November 29, 2023, the Company announced that the
Board of Directors of the Company (the “Board”) has approved a stock repurchase program permitting the repurchase of the Company’s
shares of Class A common stock in an aggregate amount of up to $3.0 billion until December 31, 2027. Repurchases of shares of the Company’s
Class A common stock may be made from time to time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans,
accelerated stock repurchases, block trades, derivative contracts or otherwise, including in compliance with Rule 10b-18. The specific
timing of any repurchases will be determined in management's discretion and will depend on a number of factors, including available liquidity,
the Company's stock price, the Company's financial outlook, and alternative investment options. The stock repurchase program does not
obligate the Company to repurchase any specific dollar amount or number of shares of Class A common stock and the Board's authorization
of the program may be modified, suspended or discontinued at any time.
Dividend
On November 29, 2023, the Company announced that the
Board has declared a cash dividend of $0.025 per share of Class A common stock. The dividend is payable to the Company's shareholders
of record as of December 11, 2023, and is expected to be paid on December 27, 2023.
Item 9.01
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Financial Statements
and Exhibits. |
(d)
Exhibits
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.
Date:
November 29, 2023 |
Vertiv Holdings Co |
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/s/
David Fallon |
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Name: David Fallon |
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Title: Chief Financial Officer |
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EXHIBIT 99.1
Vertiv Hosts Investor Conference and Raises 2023 Guidance
| · | Raises Full Year 2023 Guidance Range |
| · | Authorizes $3 Billion Share Repurchase Plan Over Four Years |
New York November 29, 2023 – Vertiv (NYSE: VRT), a global
provider of critical digital infrastructure and continuity solutions, will host its previously announced Investor Conference today at
the New York Stock Exchange from 10 a.m. to 3 p.m. Eastern Time. Vertiv’s management team will update investors on the Company’s
vision and strategy, current business and operations, accelerated growth opportunities and financial performance. A webcast of the live
event and presentation materials can be accessed in the Investor Relations section of Vertiv’s website at investors.vertiv.com.
A replay of Vertiv’s 2023 Investor Conference will also be available for 30 days following the webcast and can be accessed at investors.vertiv.com.
Vertiv
also announced that effective today, its Board of Directors approved a share repurchase program authorizing the company to repurchase
up to $3 billion of common stock over the next four years. The program is intended to provide the company with flexibility in returning
capital to shareholders. Vertiv expects that the repurchases will be effected from time-to-time through open market purchases, privately
negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise, including
in compliance with Rule 10b-18. The specific timing of any repurchases will be determined at management’s discretion and will depend
on a number of factors, including available liquidity, the company's stock price, the company's financial outlook, and alternative investment
options. The share repurchase program does not obligate Vertiv to repurchase any
specific dollar amount or number of shares and the Board's authorization of the program may be modified, suspended or discontinued at
any time.
Vertiv’s Board has declared an increase in the company’s annual
cash dividend for 2023 to $0.025 per share of the company’s Class A common stock. The cash dividend will be payable
on December 27, 2023 to shareholders of record of Class A common stock at
the close of business on December 11, 2023.
The company has increased 2023 financial guidance as it continues to see
strong market demand for its critical digital infrastructure products and services.
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Current
Full Year 2023 Guidance(3) |
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Previous
Full Year 2023 Guidance |
Net sales |
$6,875M - $6,895M |
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$6,826M - $6,851M |
Organic net sales growth(2) |
21.9% - 22.3% |
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20.9% - 21.4% |
Adjusted operating profit(1) |
$1,035M - $1,045M |
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$1,020M - $1,030M |
Adjusted operating margin(2) |
15.0% - 15.2% |
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14.6% - 15.4% |
Adjusted diluted EPS(1) |
$1.72 - $1.76 |
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$1.69 - $1.73 |
Adjusted free cash flow(2) |
$600M - $650M |
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$600M - $650M |
| (1) | This release contains certain non-GAAP metrics. For reconciliations to the relevant GAAP measures and
an explanation of the non-GAAP measures and reasons for their use, please refer to sections of this release entitled “Non-GAAP Financial
Measures” and “Reconciliation of GAAP and non-GAAP Financial Measures.” |
| (2) | This is a forward-looking non-GAAP financial measure that cannot be reconciled for those reasons set forth
under “Non-GAAP Financial Measures” of this release. |
| (3) | In connection with our Investor Conference being held today, we have decided to update our existing
guidance to factor in our financial performance through the end of October and our current outlook for the remainder of the year to
address this special circumstance. We do not anticipate making a practice of issuing interim guidance in future and no
inference should be made from the failure to do so. Please refer to the cautionary language under “Forward Looking
Statements” below. |
# # #
About Vertiv
Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to
enable its customers’ vital applications to run continuously, perform optimally and grow with their business needs. Vertiv
solves the most important challenges facing today’s data centers, communication networks and commercial and industrial facilities with a
portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered
in Westerville, Ohio, USA, Vertiv does business in more than 130 countries. For more information, and for the latest news and content
from Vertiv, visit Vertiv.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27 of the Securities Act, and Section 21E of the Securities Exchange Act. These
statements are only a prediction. Actual events or results may differ materially from those in the forward-looking statements set forth
herein. Readers are referred to Vertiv’s filings with the Securities and Exchange Commission, including its most recent Annual Report
on Form 10-K and any subsequent Quarterly Reports on Form 10-Q for a discussion of these and other important risk factors concerning Vertiv
and its operations. Vertiv is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements,
whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
Information reconciling certain forward-looking
GAAP measures to non-GAAP measures related to full-year 2023 guidance, including organic net sales growth, adjusted free cash flow and
adjusted operating margin, is not available without unreasonable effort due to high variability, complexity and uncertainty with respect
to forecasting and quantifying certain amounts that are necessary for such reconciliations. For those reasons, we are unable to compute
the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact
on our future GAAP financial results.
See “Reconciliation of GAAP and Non-GAAP Financial Measures”
in this release for Vertiv’s reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.
For investor inquiries, please contact:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
T +1 614-841-6776
E : lynne.maxeiner@vertiv.com
For media inquiries, please contact:
Peter Poulos
FleishmanHillard for Vertiv
T +1 646-284-4991
E: peter.poulos@fleishman.com
Source: Vertiv Holdings Co
Reconciliation of GAAP and non-GAAP Financial Measures
Vertiv Holdings Co
2023 Adjusted Guidance
Reconciliation of Diluted EPS to Adjusted Diluted
EPS
Full Year 2023
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Operating profit
(loss) | |
Interest expense, net | |
Change in Warrant Liability | |
Income tax expense | |
Net income (loss) | |
Diluted EPS (1) |
GAAP | |
$ | 862.4 | | |
$ | 179.5 | | |
$ | 103.4 | | |
$ | 187.3 | | |
$ | 392.2 | | |
$ | 1.01 | |
Amortization of intangibles | |
| 177.6 | | |
| — | | |
| — | | |
| — | | |
| 177.6 | | |
| 0.46 | |
Change in warrant liability | |
| — | | |
| — | | |
| (103.4 | ) | |
| — | | |
| 103.4 | | |
| 0.27 | |
Non-GAAP Adjusted | |
$ | 1,040.0 | | |
$ | 179.5 | | |
$ | — | | |
$ | 187.3 | | |
$ | 673.2 | | |
$ | 1.74 | |
(1) | Diluted EPS and adjusted diluted EPS based on
386.1 million shares (includes 380.2 million basic shares and a weighted average 5.9 million potential dilutive stock options and restricted
stock units). |
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