Investor Presentation December 2019 slide image

Investor Presentation December 2019

Proposed Transaction Terms (USD in Millions, Except per Share Data) SOURCES SPAC IPO Cash PIPE Proceeds Total Sources IMPLIED PRO-FORMA FIRM VALUE Pro Forma Shares Outstanding (mm) 1 Share Price Equity Value at Listing Plus: Pro Forma Net Debt Enterprise Value at Listing 2020E Adjusted EBITDA ($595) Net Debt/2020 Adjusted EBITDA ($595) Source: Management estimates VERTIV TRANSACTION SOURCES & USES USES $ 1,464 $ 690 Debt Paydown 1,239 Cash to Vertiv Shareholders $ 1,929 Estimated Transaction Costs Total Uses 337.6 $ 10.00 $ 3,376 1,941 $ 5,318 8.9 x 3.3 x PRO-FORMA OWNERSHIP1 GSAH Founders ~ 5% ~ GSAH Public 20% 2 PIPE Investors 37% Existing Vertiv Shareholders ~ 38% 415 50 $ 1,929 Note: Assumes no redemptions by public shareholders in connection with the transaction and doesn't take into account the interest income in SPAC trust account. Assuming max redemptions as per agreed terms would result in -4.25x pro-forma leverage based on 2019E adjusted EBITDA. Excludes impact of GSAH warrants. 1 Vertiv ownership assumes Vertiv shareholders' equity roll-over equates to $1.275 billion in common shares, PIPE investors own $1.239 billion worth of common shares, GSAH public shareholders own $690 million worth of common shares, and GSAH founders own $173 million worth of common shares. 2 Includes the GSAH Founder-Related PIPE Investors as described on slide 4. 31
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