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Platinum Equity-backed Vertiv, GS Acquisition to merge

Vertiv Holdings LLC, a portfolio company of private equity firm Platinum Equity LLC, is merging with GS Acquisition Holdings Corp. to become a publicly traded, pure-play critical digital infrastructure company with a projected pro forma enterprise value of roughly $5.3 billion.

Vertiv stockholders will receive $415 million as cash consideration for the deal.

GS Acquisition is a special purpose acquisition company co-sponsored by its CEO David Cote and an affiliate of Goldman Sachs Group Inc.

Vertiv's existing management team will continue to be led by CEO Rob Johnson. Platinum Equity Partner Jacob Kotzubei will serve on the board of Vertiv, while Cote will be executive chairman.

The deal is slated to close in the first quarter of 2020, subject to regulatory clearance, GS shareholder approval and other customary conditions. Vertiv will change its name to Vertiv Holdings Co. and its stock will trade on the NYSE under the VRT ticker.

Platinum Equity is expected to hold about 38% of Vertiv, while Cote and affiliates of Goldman Sachs are expected to own about 5%. Additional investors also committed to participate in the deal through a roughly $1.24 billion private placement.

Goldman Sachs & Co. LLC was lead placement agent and exclusive financial adviser to GS in the transaction. J.P. Morgan Securities LLC was financial adviser to Vertiv, while Skadden Arps Slate Meagher & Flom LLP was legal adviser to GS. Morgan Lewis & Bockius LLP and Gibson Dunn & Crutcher LLP were the joint legal advisers to Platinum Equity and Vertiv.