Vertiv Holdings Co entered into a definitive agreement to acquire E&I Engineering Ireland Limited and Powerbar Gulf LLC from Powerbar Limited, Philip O?Doherty, Damian McCauley, Cathal McLaughlin, Adrian Sheridan and Paul Connolly for $2 billion.
September 07, 2021
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Vertiv Holdings Co (NYSE:VRT) entered into a definitive agreement to acquire E&I Engineering Ireland Limited and Powerbar Gulf LLC from Powerbar Limited, Philip O?Doherty, Damian McCauley, Cathal McLaughlin, Adrian Sheridan and Paul Connolly for $2 billion on September 8, 2021. E&I will receive upfront consideration of approximately $1.8 billion, consisting of $1,170 million in cash and approximately $630 million of Vertiv common stock. Up to $200 million of additional cash consideration would be payable based upon the achievement of certain 2022 EBITDA targets, with $100 million paid if E&I achieves 2022 EBITDA of $146 million and an incremental $100 million if E&I achieves 2022 EBITDA of $156 million or higher. Vertiv plans to finance the transaction with cash on hand new debt financing, supported by committed financing. At the close of the transaction, Vertiv expects an adjusted net leverage ratio of about 3.4x net debt to adjusted EBITDA, which is expected to de-lever to approximately 2.3x by year end 2022. Vertiv Holdings announced that a subsidiary, Vertiv Group Corporation (the ?Issuer?), intends to offer $850 million aggregate principal amount of its Senior Secured Notes due 2028 (the ?Notes?) in a private placement, subject to market and other conditions. Vertiv Group intends to use the net proceeds from the offering, together with cash on hand, to finance the cash portion of the purchase price of Vertiv?s pending acquisition of E&I Engineering Ireland Limited and its affiliate, Powerbar Gulf LLC (collectively, ?E&I?), and to pay fees and expenses related to the E&I acquisition and the offering. As of October 22, 2021, Vertiv completed the financing via offering to be used for the consideration with respected to the acquisition.
The transaction is subject to receipt of regulatory approvals and satisfaction of customary closing conditions. The closing of the Acquisition is subject the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the acquisition by the Irish Competition and Consumer Protection Commission. Transaction has been unanimously approved by Vertiv?s board of directors. The transaction is expected to close in the fourth quarter of 2021. As of October 27, 2021, acquisition is expected to close no later than November 1, 2021.
Centerview Partners LLC and Citigroup Global Markets Inc. acted as a financial adviser, Jannan Crozier and James Heller of Baker & McKenzie LLP and Nick S. Dhesi and David J. Miller of Latham & Watkins LLP acted as legal advisers to Vertiv Holdings. Lee Coney and Christopher Sullivan of Clifford Chance LLP acted as a legal adviser, and Rothschild & Co SCA (ENXTPA:ROTH) acted as financial adviser to E&I Engineering Ireland. Citigroup Global Markets has also supported financing of the transaction. The transaction is expected to be accretive to Vertiv?s organic growth, adjusted operating margins, cash flow and EPS in 2022.
Vertiv Holdings Co. offers digital infrastructure technologies and deployable customized solutions to meet the specific business requirements and needs of a diverse group of customers. Its range of offerings includes alternate current and direct current power management products, switchgear and busbar 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 services, such as e-commerce, online banking, file sharing, video on-demand, energy storage, wireless communications, Internet of Things and online gaming. In addition, through its global services network, the Company provides lifecycle management services, predictive analytics and professional services for deploying, maintaining and optimizing these products and their related systems. Its brands include Vertiv, Liebert, NetSure, Geist, Energy Labs and others.
Vertiv Holdings Co entered into a definitive agreement to acquire E&I Engineering Ireland Limited and Powerbar Gulf LLC from Powerbar Limited, Philip O?Doherty, Damian McCauley, Cathal McLaughlin, Adrian Sheridan and Paul Connolly for $2 billion.