Investor Presentation December 2019
9 Appropriate Capital Structure at Close
Increased Flexibility with Opportunities for Further Improvement
US$ in Millions
Cash
ILLUSTRATIVE PRO-FORMA CAPITALIZATION1
Actual
Pro-Forma
(30-Sept-2019) (31-Dec-2019E)
$ 149
$ 151
NET LEVERAGE BASED ON 2019E ADJUSTED EBITDA
Interest Rates
Debt²
Asset-Based Revolving Credit Facility
$ 163
L + 2.00 %
Term Loan Facility
2,070
722
L + 4.00 %
2024 Senior Notes
750
750
9.250 %
2024 Senior Secured Second Lien Notes
120
120
10.00 %
2022 Senior Notes
500
500 12.00% 13.00 %
Total Debt
$ 3,603
$ 2,092
8.77 %
LTM Adj. EBITDA
$ 550
540
Total Gross Debt / LTM Adj. EBITDA
6.6 x
3.9 x
Total Net Debt / LTM Adj. EBITDA
6.3 x
3.6 x
SUMMARY
6.3 x
Current Net Leverage ³
3
3.6 x
Pro-Forma Net Leverage
VERTIV
Capital structure at close Positions Vertiv favorably to explore future financing options to further optimize the capital structure.
This includes potentially refinancing more costly debt
Assumes PIPE proceeds and cash in trust used to fund pay down of ABL (L+ 2.0%) and part of Term Loan (L+ 4.0%)
Pro-forma net leverage reduced significantly from 6.3x to 3.6x based on 2019E Adj. EBITDA of $540 million
Reduced debt service burden is expected to allow Vertiv to allocate cash flow towards additional high return growth initiatives
Provides flexibility for management to continue to innovate and invest in the success of the business
Source: Company information, management estimates
GSAH transaction expected to significantly reduce
debt service requirements and increase cash flow
Allows Vertiv to focus on accelerating growth in a
capital-efficient manner
Provides opportunity for value enhancement through
capital deployment
Note: See "Non-GAAP Financial Measures" and "Additional Financial Information" beginning on slide 38 of the Appendix. Assumes no redemptions by public shareholders in connection with the transaction. 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. Information in the table below is as of 30-Sept-2019. 2 Includes L+ 2.00 % Asset-Based Revolving Credit Facility, L +4.00% Term Loan Facility, 9.250 % Senior Notes due 2024, 10.00 %
Senior Secured Second Lien Notes due 2024 (subject to springing maturity to November 15, 2021 if the 2022 Senior Notes are not repaid, redeemed or discharged, or the maturity with respect thereto is not otherwise extended on or prior to November 15, 2021), and 12.00 % / 13.00
% PIK Toggle Senior Notes due 2022. (12.00% Represents the cash interest rate in respect of the 2022 Senior Notes). 3 Current net leverage based on expected net debt as of 31-Dec-2019 of $3.405bn.
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