STOCK TITAN

Vertiv (NYSE: VRT) prices $2.1B notes and secures $2.5B revolving credit line

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vertiv Holdings Co completed a major refinancing, issuing $600,000,000 of 4.850% Senior Notes due 2036, $500,000,000 of 5.650% Notes due 2046, $500,000,000 of 5.800% Notes due 2056, and $500,000,000 of 5.950% Notes due 2066, for a total $2.1 billion senior unsecured bond offering.

Vertiv raised $2.08 billion in net proceeds and, together with cash on hand, repaid in full its existing secured term loan, terminating all related commitments, guarantees and liens. The new Notes are senior unsecured, with semi-annual interest payments on March 15 and September 15, starting September 15, 2026.

The company also entered into a new senior unsecured revolving credit facility providing $2,500,000,000 of committed capacity, replacing its prior $800 million asset-based revolver. The facility has a five-year maturity, potential $1,000,000,000 of additional commitments, and a financial covenant limiting consolidated net debt to consolidated EBITDA to 4.00 to 1.00, or 4.50 to 1.00 following a qualified acquisition.

Vertiv highlighted that this debut investment grade Notes offering follows recent rating upgrades, with debt ratings of Baa3 / BBB- / BBB- from Moody’s, S&P and Fitch, and stated that these transactions extend debt maturities, increase liquidity and remove secured liens from its capital structure.

Positive

  • Refinancing into investment grade, unsecured debt: Vertiv completed a $2.1 billion senior unsecured Notes offering, obtained Baa3 / BBB- / BBB- ratings, and used $2.08 billion of net proceeds plus cash to fully repay its secured term loan and release related guarantees and liens.
  • Stronger liquidity with larger unsecured revolver: The company replaced an $800 million asset-based revolver with a $2,500,000,000 senior unsecured revolving credit facility, including flexibility to increase commitments by up to $1,000,000,000, while agreeing to a consolidated net debt to consolidated EBITDA cap of 4.00 to 1.00.

Negative

  • None.

Insights

Vertiv refinances into long-dated, unsecured, investment grade debt and expands liquidity.

Vertiv has replaced a secured term loan and $800 million asset-based revolver with $2.1 billion of long-maturity senior unsecured notes and a $2,500,000,000 unsecured revolving credit facility. Net proceeds of $2.08 billion from the Notes fully repaid the prior secured term loan.

The new structure extends maturities out to 2036, 2046, 2056 and 2066, removes asset-level liens, and shifts the bank facility to an unsecured basis, supported by an investment grade rating profile of Baa3 / BBB- / BBB-. Covenants include a consolidated net debt to consolidated EBITDA cap of 4.00 to 1.00, temporarily 4.50 to 1.00 after a qualified acquisition.

For investors, this means the company has locked in diversified, long-dated funding and significantly larger committed liquidity. Actual leverage and interest expense outcomes will be visible in subsequent quarterly filings, where the impact of the covenant limits and the revolver’s $2,500,000,000 capacity on Vertiv’s balance sheet and flexibility can be assessed in detail.

false 0001674101 0001674101 2026-03-03 2026-03-03
 
 

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): March 3, 2026

 

 

VERTIV HOLDINGS CO

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38518   81-2376902
(State or other Jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification Number)

505 N. Cleveland Ave., Westerville, Ohio 43082

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 614-888-0246

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

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

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Class A common stock, $0.0001 par value per share   VRT   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

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. ☐

 

 
 


Item 1.01

Entry into a Material Definitive Agreement

Notes Offering

On March 3, 2026, Vertiv Holdings Co (the “Company”) completed an underwritten public offering (the “Offering”) of $600,000,000 aggregate principal amount of its 4.850% Senior Notes due 2036 (the “2036 Notes”), $500,000,000 aggregate principal amount of its 5.650% Senior Notes due 2046 (the “2046 Notes”), $500,000,000 aggregate principal amount of its 5.800% Senior Notes due 2056 (the “2056 Notes”), and $500,000,000 aggregate principal amount of its 5.950% Senior Notes due 2066 (the “2066 Notes” and, together with the 2036 Notes, the 2046 Notes and the 2056 Notes, the “Notes”).

The offering of the Notes was made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-293583) and a related prospectus supplement dated February 23, 2026 (the “Prospectus Supplement”). The Notes were issued under an Indenture, dated as of March 3, 2026 (the “Base Indenture”), as amended and supplemented by a First Supplemental Indenture, dated as of March 3, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each between the Company and U.S. Bank Trust Company, National Association, as trustee.

The 2036 Notes mature on March 15, 2036 and bear interest at the rate of 4.850% per annum. The 2046 Notes mature on March 15, 2046 and bear interest at the rate of 5.650% per annum. The 2056 Notes mature on March 15, 2056 and bear interest at the rate of 5.800% per annum. The 2066 Notes mature on March 15, 2066 and bear interest at the rate of 5.950% per annum. Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2026.

The Company used the net proceeds from the sale of Notes, together with cash on hand, to repay in full all outstanding indebtedness under its Term Loan Credit Agreement, dated as of March 2, 2020 (as amended, the “Term Loan Credit Agreement”), among Vertiv Group Corporation, as borrower, the guarantors party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent and collateral agent. Upon such repayment, all commitments under the Term Loan Credit Agreement were terminated and all guarantees and liens securing obligations under the Term Loan Credit Agreement were released.

The Notes are senior unsecured obligations of the Company. The Notes may be redeemed at the Company’s option at any time at 100% of the principal amount plus accrued interest and, until a specified period before the applicable maturity, a specified make-whole amount. Each series of the Notes contains a change-of-control provision that, under certain circumstances, may require the Company to offer to purchase such series of Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the date of repurchase.

The Indenture contains covenants that limit, among other things, the ability of the Company and its subsidiaries to incur liens on certain properties to secure debt and to engage in sale and leaseback transactions.

The Indenture also provides for customary events of default (subject in certain cases to customary grace periods), which include nonpayment, breach of covenants in the Indenture, a cross-default under certain other indebtedness, and certain events of bankruptcy, insolvency and reorganization. Generally, if an event of default occurs, the trustee or holders of at least 25% in aggregate principal amount of the then outstanding Notes of the affected series may declare the principal amount of all the outstanding Notes of such series to be due and payable immediately, except that if an event of default arising from certain events of bankruptcy, insolvency or reorganization occurs, the principal amount of all the outstanding Notes will become due and payable without any further action or notice.

The foregoing description of the Base Indenture, the First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the forms of Notes, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, hereto and are incorporated herein by reference.


New Revolving Credit Facility

On March 3, 2026 (the “Closing Date”), the Company, as borrower, entered into a credit agreement (the “New Revolving Credit Facility”), with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The New Revolving Credit Facility provides for a senior unsecured revolving facility in an aggregate committed amount of $2,500,000,000, a portion of which is available for the issuance of letters of credit in U.S. Dollars, Euros, Canadian Dollars, Sterling Pounds and Australian Dollars. The New Revolving Credit Facility will mature five years from the Closing Date, subject to up to two additional one-year extensions pursuant to the terms of the New Revolving Credit Facility. Additionally, the Company is permitted to increase the commitments under the New Revolving Credit Facility in an aggregate principal amount of up to $1,000,000,000, subject to certain conditions (including finding lenders willing to provide the additional commitments).

U.S. Dollar borrowings under the New Revolving Credit Facility bear interest at a rate determined, at the Borrower’s option, based on either (i) a Term SOFR rate or (ii) an alternate base rate, plus, in each case, an applicable margin that is subject to the Borrower’s credit rating. Borrowings in Euros bear interest at EURIBOR rate, borrowings in Canadian Dollars bear interest at a Term CORRA rate or Canadian Prime Rate, borrowings in Sterling bear interest at a Daily Simple RFR (SONIA) rate, and borrowings in Australian Dollars bear interest at a BBSY rate, in each case plus an applicable margin. The Borrower will pay to the lenders under the New Revolving Credit Facility a commitment fee equal to a percentage of the aggregate daily amount of unused commitments under the New Revolving Credit Facility based on the Borrower’s credit rating at such time.

The applicable margin and commitment fee will be determined as shown in the following table:

 

Index Debt
Ratings

   Ratings
(S&P/Moody’s/Fitch)
   Commitment
Fee
    ABR Loans
and
Canadian
Prime Rate
Loans
    Term
Benchmark
Loans and
RFR Loans
 

Category I

   BBB+/Baa1/BBB+or above      0.09     0.00     1.00

Category II

   BBB/Baa2/BBB      0.11     0.125     1.125

Category III

   BBB-/Baa3/BBB-      0.15     0.25     1.25

Category IV

   BB+/Ba1/BB+      0.20     0.50     1.50

Category V

   Lower than BB+/Ba1/BB+      0.25     0.75     1.75

The New Revolving Credit Facility contains certain customary representations and warranties, as well as certain customary affirmative and negative covenants. The New Revolving Credit Facility’s negative covenants restrict the activities of the Borrower and, in certain cases, the Borrower’s subsidiaries, including, among other things, the ability to (i) create certain liens on its assets, (ii) dispose of substantially all of its assets, (iii) merge, liquidate, dissolve or consolidate with other entities and (iv) pay dividends and distributions in respect of its equity interests when a default or event of default has occurred and is continuing, in each case, subject to certain exceptions. The New Revolving Credit Facility also restricts the ability of the Borrower’s non-guarantor subsidiaries to incur debt, subject to certain exceptions.

The financial covenant in the New Revolving Credit Facility requires the Company to maintain, as of the last day of each fiscal quarter (beginning with the fiscal quarter ending June 30, 2026), a ratio of consolidated net debt to consolidated EBITDA of not more than 4.00 to 1.00, provided that, subject to certain conditions, the Borrower may elect to increase such ratio to 4.50 to 1.00 following a qualified acquisition, for a period of four fiscal quarters beginning with the quarter during which such qualified acquisition is consummated.

The New Revolving Credit Facility also contains certain customary events of default, including, among others, defaults based on certain bankruptcy and insolvency events, nonpayment, cross-defaults and cross

 


acceleration to other material indebtedness, breach of specified covenants, material ERISA events, material monetary judgments, change of control events, inability to pay debts as they become due and material inaccuracy of the Borrower’s representations and warranties. If an event of default occurs, the lenders under the New Revolving Credit Facility would be entitled to take various actions, including acceleration of amounts due thereunder and all actions permitted to be taken by a senior creditor.

The New Revolving Credit Facility refinanced and replaced our existing $800 million asset-based revolving credit facility (the “ABL Facility”) with certain financial institutions, as lenders (the “ABL Refinancing”).

The foregoing description of the New Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the New Revolving Credit Facility, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 1.02

Termination of a Material Definitive Agreement

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the repayment of outstanding indebtedness under the Term Loan Credit Agreement and the ABL Refinancing is incorporated into this Item 1.02 by reference.

Upon completion of the Offering and the ABL Refinancing, all amounts owed under the existing Term Loan Credit Agreement and the ABL Facility were repaid in full and all commitments with respect thereof were terminated and all guarantees and liens in respect thereof will be released.

 

Item 2.03

Creation of a Direct Financial Obligation

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Indenture, the Notes, and the New Revolving Credit Facility is incorporated into this Item 2.03 by reference.

 

Item 7.01

Regulation FD Disclosure

On March 3, 2026, the Company issued a press release announcing the closing of the Offering and the entry into the New Revolving Credit Facility. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished under 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, as amended (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 under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

 

Item 8.01

Other Events

In connection with the Offering, on February 23, 2026, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), with respect to the offer and sale of the Notes. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Underwriting Agreement also provides for customary indemnification by each of the Company and the Underwriters (in the case of the Underwriters, severally and not jointly) against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

 


A copy of the opinion letter of Willkie Farr & Gallagher LLP relating to the validity of the Notes is filed as Exhibit 5.1 hereto.

 

Item 9.01

(d) Financial Statements and Exhibits

 

Exhibit
No.

  

Exhibit Description

1.1    Underwriting Agreement, dated February 23, 2026, among Vertiv Holdings Co and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
4.1    Indenture, dated as of March 3, 2026, between Vertiv Holdings Co and U.S. Bank Trust Company, National Association, as trustee.
4.2    First Supplemental Indenture, dated as of March 3, 2026, between Vertiv Holdings Co and U.S. Bank Trust Company, National Association, as trustee.
4.3    Form of 4.850% Senior Notes due 2036 (included in Exhibit A-1 to the First Supplemental Indenture filed herewith as Exhibit 4.2).
4.4    Form of 5.650% Senior Notes due 2046 (included in Exhibit A-2 to the First Supplemental Indenture filed herewith as Exhibit 4.2).
4.5    Form of 5.800% Senior Notes due 2056 (included in Exhibit A-3 to the First Supplemental Indenture filed herewith as Exhibit 4.2).
4.6    Form of 5.950% Senior Notes due 2066 (included in Exhibit A-4 to the First Supplemental Indenture filed herewith as Exhibit 4.2).
5.1    Opinion of Willkie Farr & Gallagher LLP.
10.1    Credit Agreement, dated as of March 3, 2026, among Vertiv Holdings Co, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
23.1    Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1).
99.1    Press release issued by Vertiv Holdings Co on March 3, 2026.
104    Cover Page Interactive Data File, formatted in Inline XBRL

 


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: March 3, 2026     Vertiv Holdings Co
     

/s/ Craig Chamberlin

      Name: Craig Chamberlin
      Title: Chief Financial Officer

Exhibit 99.1

 

LOGO

Vertiv Announces Completion of $2.1 Billion Senior Unsecured Bond Offering and $2.5 Billion Senior Unsecured Revolving Credit Facility

COLUMBUS, Ohio, March 3, 2026 - Vertiv Holdings Co (NYSE: VRT) (the “Company” or “Vertiv”), a global leader in critical digital infrastructure, announced today the successful completion of a $2.1 billion Senior Unsecured Notes (the “Notes”) offering, and closing of a new $2.5 billion Senior Unsecured Revolving Credit Facility (the “Revolving Credit Facility).

The Notes offering was the Company’s debut offering with an investment grade credit rating. The Company raised $2.08 billion in net proceeds from the Notes offering, which was used, together with cash on hand, to repay in full the outstanding balance under the Company’s existing secured term loan and pay related fees and expenses. The offering was split across four tranches of Notes, with 10-year, 20-year, 30-year, and 40-year maturities, which extends the weighted average maturity of Vertiv’s debt portfolio.

The Company has also entered into a new Revolving Credit Facility with a five-year maturity, which has refinanced and replaced the Company’s prior $800 million asset-based revolving credit facility (the “RCF Refinancing”). Following the completion of the Notes offering and the RCF Refinancing, all amounts owed under the Company’s existing term loan and the asset-based revolving credit facility have been repaid in full, all commitments with respect thereto have been terminated, and all related guarantees and liens have been released.

On February 12, 2026 and February 19, 2026, each of S&P and Moody’s upgraded Vertiv’s debt rating by one notch. Vertiv’s debt ratings are Baa3 / BBB- / BBB- from Moody’s, S&P and Fitch, respectively.

“We are proud to have received investment grade ratings from all three ratings agencies. We are very pleased with the result of the Notes offering and the Revolving Credit Facility which allows us to maintain our strong net debt financial position. Together, these financing initiatives will bolster the Company’s liquidity and provide financial flexibility to support the Company’s growth strategy. This completes an important step in our refinancing efforts and enables us to significantly strengthen our debt portfolio,” said Giordano Albertazzi, Chief Executive Officer at Vertiv. “Significantly oversubscribed demand for the transaction speaks to our stakeholders’ conviction in Vertiv and confidence in our strategy and future outlook.”

BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as joint active bookrunners for the offering of the Notes.

The offering was made pursuant to an effective shelf registration statement (including a prospectus and related prospectus supplement) filed by Vertiv with the Securities and Exchange Commission (the “SEC”). The offering was made only by means of a prospectus supplement and accompanying prospectus. Copies may be obtained by contacting BofA Securities, Inc. toll-free at (800) 294-1322, Citigroup Global Markets Inc. toll-free at (800) 831-9146, Goldman Sachs & Co. LLC toll-free at (866) 471-2526, ING Financial Markets LLC toll-free at (877) 446-4930, J.P. Morgan Securities LLC collect at (212) 834-4533 or Wells Fargo Securities, LLC toll-free at (800) 645-3751.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.


Advisors

Willkie Farr & Gallagher LLP served as legal counsel to Vertiv. Milbank LLP served as legal counsel to the underwriters.

About Vertiv Holdings Co

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. Vertiv is a global leader in critical digital infrastructure for applications in data centers, communication networks, and commercial and industrial environments. As businesses, industries, and communities become more connected, Vertiv pioneers and delivers end-to-end power and cooling technologies to help its customers stay resilient, optimized, and future-ready. 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.

Cautionary Note Concerning Forward-Looking Statements

This news release, and other statements that Vertiv may make in connection therewith, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Vertiv’s future financial or business performance, strategies or expectations, and as such are not historical facts. This includes, without limitation, statements regarding Vertiv’s financial position, capital structure, indebtedness, business strategy and plans and objectives of Vertiv management for future operations and statements regarding growth. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Vertiv cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which could change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this release are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in the Vertiv 2025 Annual Report on Form 10-K filed with the SEC on February 13, 2026. These risk factors, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: risks relating to the continued growth of our customers’ markets; long sales cycles for certain Vertiv products and solutions as well as unpredictable placing or cancelling of customer orders; failure to realize sales expected from our backlog of orders and contracts; disruption of or consolidation in our customer’s markets or categorical shifts in customer technology spending; less leverage with large customer contract terms; failure to mitigate risks associated with long-term fixed price contracts; competition in the industry in which we operate; failure to obtain performance and other guarantees from financial institutions; risks associated with governmental


contracts; failure to properly manage production cost changes and supply; failure to anticipate market change and competition in the infrastructure technologies; risks associated with information technology disruption or cyber-security incidents; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; increase of variability in our effective tax rate costs or liabilities associated with product liability due to global operations subjecting us to income and other taxes in the U.S. and numerous foreign entities; costs or liabilities associated with product liability and damage to our reputation and brands; the global scope of Vertiv’s operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv’s sales and operations and expanding global production facilities; risks associated with future legislation and regulation of Vertiv’s customers’ markets; our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure to properly address legal compliance issues, particularly those related to imports/exports, anti-corruption laws, and foreign operations; risks associated with foreign trade policy, including tariffs and global trade conflict risks associated with litigation or claims against the Company, including the risk of adverse outcomes to any legal claims and proceedings; our ability to protect or enforce our proprietary rights on which our business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; failure to achieve environmental, social and governance goals; failure to realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; failure to remediate material weaknesses in our internal controls over financial reporting; our level of indebtedness and our ability to comply with the covenants and restrictions contained in our credit agreements; our ability to access funding through capital markets; resales of Vertiv securities may cause volatility in the market price of our securities; our organizational documents contain provisions that may discourage unsolicited takeover proposals; our certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of our subsidiaries to pay dividends; factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; our ability to attract, train and retain key members of our leadership team and other qualified personnel; the adequacy of our insurance coverage; fluctuations in interest rates materially affecting our financial results and increasing the risk our counterparties default in our interest rate hedges; our incurrence of significant costs and devotion of substantial management time as a result of operating as a public company; and other risks and uncertainties indicated in Vertiv’s SEC reports or documents filed or to be filed with the SEC by Vertiv. Forward-looking statements included in this news release speak only as of the date of this news release or any earlier date specified for such statements. All subsequent written or oral forward-looking statements attributable to Vertiv or persons acting on Vertiv’s behalf may be qualified in their entirety by this Cautionary Note Concerning Forward-Looking Statements.

For investor inquiries, please contact:

Lynne Maxeiner

Vice President, Global Treasury & Investor Relations

Vertiv

E: lynne.maxeiner@vertiv.com

For media inquiries, please contact:

Ruder Finn for Vertiv

E: Vertiv@ruderfinn.com

FAQ

What debt offering did Vertiv Holdings Co (VRT) complete in this filing?

Vertiv completed a $2.1 billion senior unsecured Notes offering across four tranches maturing in 2036, 2046, 2056 and 2066. The notes carry fixed coupons from 4.850% to 5.950% and were Vertiv’s debut investment grade bond issuance following recent rating upgrades.

How did Vertiv use the $2.08 billion net proceeds from its Notes offering?

Vertiv used $2.08 billion in net proceeds, together with cash on hand, to repay in full the outstanding balance under its existing secured term loan. This repayment terminated all related commitments and led to the release of all guarantees and liens securing that prior indebtedness.

What are the key terms of Vertiv’s new $2.5 billion revolving credit facility?

Vertiv entered a new senior unsecured revolving credit facility with $2,500,000,000 of committed capacity and a five-year maturity. The facility replaces an $800 million asset-based revolver and allows up to $1,000,000,000 of additional commitments, subject to conditions and participating lenders’ agreement.

What financial covenant is included in Vertiv’s new revolving credit facility?

The new revolving credit facility requires Vertiv to maintain a consolidated net debt to consolidated EBITDA ratio not exceeding 4.00 to 1.00. Following a qualified acquisition, Vertiv may elect to increase this limit to 4.50 to 1.00 for four fiscal quarters, subject to specified conditions.

How did Vertiv’s credit ratings change around this refinancing?

On February 12 and February 19, 2026, S&P and Moody’s each upgraded Vertiv’s debt rating by one notch. After these actions, Vertiv’s debt ratings stand at Baa3 from Moody’s and BBB- from both S&P and Fitch, supporting the investment grade status of the new Notes.

What happened to Vertiv’s previous asset-based revolving credit facility?

The new $2,500,000,000 revolving credit facility refinanced and replaced Vertiv’s prior $800 million asset-based revolver. Following this refinancing, all amounts owed under the old facility were repaid in full, all related commitments were terminated, and guarantees and liens associated with that facility were released.

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Vertiv Holdings Co

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