Vertiv to buy UIG for $1.45B plus earnout
Under the deal terms, target equity holders are expected to receive about $1.45 billion upfront cash at closing plus up to $1.15 billion in earnout cash tied to EBITDA targets.
Rhea-AI Filing Summary
Vertiv Holdings Co (VRT) announced that its subsidiary Vertiv Corporation agreed to acquire Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group (UIG), in a cash transaction. Target stockholders and other equity holders are expected to receive approximately $1.45 billion in upfront cash at closing, subject to customary adjustments, plus up to an additional $1.15 billion in cash in two earnout tranches tied to specified EBITDA targets.
At the approximately $1.45 billion purchase price, Vertiv states the deal values UIG at about 13x expected 2027 EBITDA, with the effective multiple expected to be significantly lower if the full earnout is paid. Vertiv expects the acquisition to be accretive to adjusted earnings per share in the first year after completion and to expand its opportunity in power‑constrained AI data centers by adding microgrid, onsite generation and energy storage orchestration, and behind‑the‑meter power architecture capabilities.
The transaction is subject to customary closing conditions, including Hart‑Scott‑Rodino antitrust clearance, and is expected to close in the fourth quarter of 2026. Vertiv expects to fund the acquisition from existing resources.
Positive
- $1.45 billion strategic acquisition of UIG expands Vertiv’s capabilities in microgrids, onsite generation and energy storage orchestration for AI data centers, potentially enlarging its addressable market in power‑constrained environments.
- Deal valuation of about 13x expected UIG 2027 EBITDA, with the effective multiple expected to be significantly lower if the full $1.15 billion earnout is paid, suggests performance‑linked pricing.
- Vertiv expects the UIG acquisition to be accretive to adjusted earnings per share in the first year following completion, indicating an anticipated positive impact on profitability.
- Vertiv plans to fund the acquisition from existing resources, avoiding disclosure of new equity or debt issuance specifically tied to this transaction in the document.
Negative
- The transaction involves a substantial upfront cash outlay of approximately $1.45 billion, plus up to $1.15 billion in additional earnout payments, increasing Vertiv’s capital commitment.
- Closing is subject to Hart‑Scott‑Rodino antitrust clearance and other customary conditions, and Vertiv highlights risks that the transaction may not close and that integration and synergy realization may be uncertain.
Filing Explained
If the merger closes, Utility Innovation Holdings will survive as a wholly owned subsidiary of Vertiv Corporation, so the announced transaction has not yet transferred ownership and remains subject to closing conditions.
8-K Event Classification
Key Figures
Key Terms
earnout financial
microgrid technical
behind-the-meter technical
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
FAQ
What acquisition did Vertiv Holdings (VRT) announce in this 8-K?
How much is Vertiv (VRT) paying to acquire UtilityInnovation Group?
When is Vertiv’s acquisition of UIG expected to close?
How will Vertiv (VRT) fund the UIG acquisition?
Is Vertiv’s acquisition of UIG expected to be earnings accretive?
What strategic benefits does Vertiv (VRT) expect from acquiring UIG?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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).
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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 |
Agreement and Plan of Merger
Vertiv Corporation, an Ohio corporation (“Buyer”) and Vultra Merger Sub, Inc., a Delaware corporation (“Merger Sub”), a wholly-owned subsidiary of Buyer, and each an indirect wholly-owned subsidiary of Vertiv Holdings Co, a Delaware corporation (the “Company”), entered into an agreement and plan of merger, dated as of September 1, 2026 (the “Acquisition Agreement”), pursuant to which, subject to the terms of the Acquisition Agreement, Merger Sub shall be merged (the “Merger”) with and into Utility Innovation Holdings, Inc., a Delaware corporation (“Target”), with Target being the surviving corporation and becoming a wholly-owned subsidiary of Buyer following the Merger.
Pursuant to the Acquisition Agreement and upon consummation of the Merger, the stockholders (and other equity holders, including holders of vested options and holders of outstanding warrants of Target) will receive aggregate consideration of: (i) approximately $1.45 billion in upfront cash at closing, subject to customary adjustments for working capital, indebtedness and transaction expenses, plus (ii) additional potential cash consideration of up to $1.15 billion in cash, payable in 2 tranches if earned, which potential additional consideration will be calculated based on the achievement of certain earnings before interest, depreciation, and amortization (EBITDA) targets of the acquired business, as set forth in the Acquisition Agreement. The closing of the Acquisition is subject to customary closing conditions, including, among others, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Acquisition is expected to close in the fourth quarter of 2026. The parties to the Acquisition Agreement have made certain representations, warranties and covenants that are customary for a transaction of this nature. The Company expects to fund the Acquisition from existing resources.
The foregoing summary of the Acquisition Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Acquisition Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The Acquisition Agreement governs the contractual rights between the parties in relation to the Acquisition. The Acquisition Agreement is being filed as an exhibit to this Current Report on Form 8-K to provide information regarding its terms and is not intended to provide, modify or supplement any information about the Company, Buyer, Merger Sub, Target or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Acquisition Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Buyer, Merger Sub, or Target. The representations and warranties contained in the Acquisition Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.
| Item 7.01 | Regulation FD |
The following information is furnished pursuant to Item 7.01, “Regulation FD Disclosure.” This information, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. On September 2, 2026, the Company issued a press release announcing that Buyer had entered into the Acquisition Agreement. The press release is furnished as Exhibit 99.1 to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| 2.1 | Agreement and Plan of Merger, dated September 1, 2026* | |
| 99.1 | Press release of Vertiv Holdings Co, dated September 2, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC. |
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: September 2, 2026 | Vertiv Holdings Co | |||||
| /s/ Craig Chamberlin | ||||||
| Name: | Craig Chamberlin | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
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For Immediate Release:
Vertiv Announces Agreement to Acquire UtilityInnovation Group to Accelerate Time to Power for AI Data Centers
~$1.45 billion acquisition expected to expand Vertiv’s addressable opportunity in power-constrained data centers
| • | Adds microgrid controls, onsite generation orchestration, microgrid-specific switchgear and behind-the-meter power architecture to Vertiv’s portfolio |
| • | Extends Vertiv’s power and cooling portfolio from grid interconnect to chip, independent of any single generation technology or supplier |
| • | UIG’s proven team and proprietary technology expected to help customers accelerate time to power through grid-connected or grid-independent architectures |
Columbus, Ohio (September 2, 2026) – Vertiv Holdings Co. (NYSE: VRT) (“Vertiv”), a global leader in critical digital infrastructure, today announced its wholly-owned subsidiary, Vertiv Corporation, has entered into an agreement and plan of merger to acquire Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group (“UIG”), a leader in microgrid solutions, advanced power controls and behind-the-meter power architecture design for data centers, for approximately $1.45 billion in cash at closing, with additional consideration of up to $1.15 billion in cash based on achieving certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets over 12- and 24-month periods.
At the approximately $1.45 billion purchase price, the acquisition represents approximately 13x expected UIG 2027 EBITDA. The EBITDA multiple is anticipated to be significantly lower if the full earnout is paid. Vertiv expects the acquisition to be accretive to adjusted earnings per share in the first year following completion. Strategically, the acquisition extends Vertiv upstream to the grid interconnect, adding microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture. These capabilities are expected to help data center operators secure power faster as grid constraints increasingly limit AI infrastructure deployment.
As power availability becomes a more critical factor in data center development, architecture decisions are moving earlier in the planning process. Microgrid systems can coordinate onsite generation and energy storage, reduce reliance on utility power and support the grid when needed. This is expanding the importance of power architecture at the earliest stages of site development, when decisions can have significant implications for downstream infrastructure.
“For AI data center operators, competitive advantage increasingly depends on how quickly they can move from site selection to first token,” said Gio Albertazzi, Chief Executive Officer, Vertiv. “Vertiv has the most complete power and cooling portfolio in the industry. With UIG, we anticipate extending that portfolio upstream to the utility interconnect and onsite power sources, creating a coordinated architecture from source to chip without tying customers to a single generation technology or supplier.”
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Albertazzi continued: “Together, we anticipate being better positioned to support grid-connected sites, bridge-to-grid deployments and islanded sites supplied by onsite generation, while reducing complexity from site planning through rack-level deployment. This broader capability can help customers accelerate time to power and, ultimately, time to first token.”
UIG Founder and CEO Sidney Hinton added: “UIG was founded to solve increasingly complex power challenges for data center operators through flexible, technology-agnostic architectures. Vertiv’s global scale, critical infrastructure portfolio and service capabilities make it a strong strategic fit for what we have built. We believe this combination can expand the reach of UIG’s microgrid controls and power architecture expertise and create greater value for customers as power becomes an increasingly critical constraint on data center growth.”
Expanding Vertiv’s Onsite Power Capabilities
UIG’s expertise and technologies complement Vertiv’s existing offerings:
| • | Experience: Design and delivery of microgrid systems for AI data center operators across the United States and Europe, supported by extensive utility relationships and experience with complex, large-scale deployments. UIG’s designs are generation-agnostic, allowing architectures to be built around the technologies a site can permit, fuel and finance. |
| • | Expertise: Behind-the-meter power architecture design that engages customers at the earliest planning stages, before equipment is selected. This enables Vertiv to help define the power blueprint that shapes downstream infrastructure decisions, supported by pre-validated reference designs for grid-connected, bridge-to-grid and islanded sites. |
| • | Technology: Proprietary controls platform and pre-engineered microgrid switchgear that orchestrate multiple power sources in real time and coordinate them with the critical power train. |
| Vertiv News Release | 2 |
Today, Vertiv brings deep systems and controls expertise across the critical power train, supported by an end-to-end power and cooling portfolio and global service network. Combined with UIG, Vertiv expects to help customers design and deploy integrated power architectures that improve speed, resiliency, efficiency, and flexibility.
Expected customer and operator benefits include:
| • | Faster access to power with less dependence on utility interconnection timelines |
| • | Ability to scale site capacity beyond what the grid alone can provide |
| • | A single accountable relationship from grid interconnect through rack-level infrastructure |
Together, these capabilities are expected to give customers greater flexibility in how they source, manage and scale power as data center requirements evolve.
About UIG
Founded in 2020, UIG is headquartered in Raleigh, North Carolina, with European headquarters in Dublin, Ireland, and manufacturing operations in North Carolina and New Jersey. The company designs and delivers power systems that support real-time load and frequency balancing across behind-the-meter systems and utility-connected energy resources, helping address the power demands of AI data center workloads. Its solutions include proprietary controls software, customized microgrid switchgear and energy storage.
The transaction is subject to regulatory approvals and customary closing conditions and is expected to close in the fourth quarter of 2026.
J.P. Morgan Securities LLC is acting as financial advisor to Vertiv, and Buchanan Ingersoll & Rooney PC is serving as legal counsel. Morgan Stanley & Co. LLC is acting as financial advisor to UIG, and Davis Polk & Wardwell LLP is serving as legal counsel.
For more information on Vertiv’s leading portfolio of power and thermal management, infrastructure solutions, IT systems, and services for critical digital applications, visit Vertiv.com.
# # #
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.
| Vertiv News Release | 3 |
Category: Financial News
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. Those risk factors and risks related to the transaction, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: the timing and consummation of the proposed transaction; the risk that the closing does not occur; expected expenses related to the transaction; the possible diversion of management time on issues related to the transaction; the ability of Vertiv to maintain relationships with customers and suppliers of UIG; the ability of Vertiv to retain management and key employees of UIG; and whether Vertiv would realize anticipated synergies and accretion contemplated by the acquisition. 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.
SOURCE: Vertiv Holdings Co
For investor inquiries, please contact:
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Vice President, Global Treasury & Investor Relations
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E: lynne.maxeiner@vertiv.com
For media inquiries, please contact:
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E: Vertiv@RuderFinn.com
| Vertiv News Release | 4 |