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): December 10, 2019

 

 

GS Acquisition Holdings Corp

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-38518   81-2376902
(State of incorporation)  

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 West Street

New York, New York

  10282
(Address of principal executive offices)   (Zip Code)

(212) 902-1000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing 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))

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant to purchase one share of Class A common stock    GSAH.U    New York Stock Exchange
Class A common stock, $0.0001 par value per share    GSAH    New York Stock Exchange
Redeemable warrants to purchase Class A common stock    GSAH WS    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.

On December 10, 2019, GS Acquisition Holdings Corp, a Delaware corporation (the “Company”), announced that it entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 10, 2019, by and among the Company, Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“First Merger Sub”), Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“Second Merger Sub”), Vertiv Holdings, LLC, a Delaware limited liability company (“Vertiv Holdings”), and VPE Holdings, LLC, a Delaware limited liability company (the “Vertiv Stockholder”), which provides for, among other things: (a) the merger of First Merger Sub with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Vertiv Holdings with and into Second Merger Sub with Second Merger Sub continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions contemplated by the Merger Agreement, the “Business Combination”).

Subject to the terms of the Merger Agreement and adjustments set forth therein, the merger consideration to be paid in connection with the Business Combination is $5.095 billion, which amount will be: (i) increased by the amount of cash held by Vertiv Holdings and its subsidiaries as of the closing of the Business Combination; (ii) decreased by the amount of Vertiv Holdings’ outstanding indebtedness; (iii) decreased by the aggregate amount of certain transaction expenses incurred by Vertiv Holdings or its subsidiaries to the extent unpaid as of the date of the closing of the Business Combination; and (iv) decreased by an amount equal to the lesser of (a) 50% of the cost of any representation and warranty insurance policy bound and issued in connection with the Business Combination and (b) $2,500,000 (collectively, the “Purchase Price”). The aforementioned consideration to be paid to the Vertiv Stockholder will be a combination of $415,000,000 in cash (subject to adjustment) and shares of Class A common stock of the Company.

On December 10, 2019, concurrently with the execution of the Merger Agreement, the Company also announced that it entered into subscription agreements with certain investors (collectively, the “PIPE Investors”) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 123,900,000 shares of the Company’s Class A common stock for an aggregate purchase price equal to $1,239,000,000 (the “PIPE Investment”), a portion of which is expected to be funded by one or more affiliates of GS DC Sponsor I LLC, the Company’s sponsor. The PIPE Investment will be consummated substantially concurrently with the closing of the Business Combination.

At the closing of the Business Combination, the Company will enter into a tax receivable agreement with the Vertiv Stockholder (the “Tax Receivable Agreement”). The Tax Receivable Agreement will generally provide for the payment by the Company to the Vertiv Stockholder of 65% of the cash tax savings realized (or deemed realized) in periods after the closing of the Business Combination as a result of certain pre-existing tax assets and attributes of Vertiv Holdings and its subsidiaries. The Company expects to retain the benefit of the remaining 35% of these cash tax savings.

A copy of the Merger Agreement, the form of the subscription agreements and the form of Tax Receivable Agreement will be filed by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibit 2.1, Exhibit 10.1 and Exhibit 10.2, respectively, and the foregoing description of each of the Merger Agreement, the subscription agreements and the Tax Receivable Agreement is qualified in its entirety by reference thereto.

 

Item 3.02

Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein. The shares of Class A common stock to be issued in connection with the Merger Agreement and the transactions contemplated thereby, including the First Merger and the PIPE Investment, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

 

Item 7.01

Regulation FD Disclosure.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is furnished and 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.

On December 10, 2019, the Company and Vertiv Holdings issued a joint press release announcing the execution of the Merger Agreement and the transactions contemplated thereby. The press release is furnished as Exhibit 99.1 to this Current Report.

An investor presentation for use by the Company with certain of its shareholders and other persons with respect to the Business Combination is furnished as Exhibit 99.2 to this Current Report.

An investor presentation for use by the Company during a live conference call for investors and analysts to be held on December 10, 2019 at 10:30 a.m. Eastern Time is furnished as Exhibit 99.3 to this Current Report.

Forward-Looking Statements

This Current Report contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the potential transaction, the satisfaction of closing conditions to the potential transaction and the private placement, the level of redemptions by the Company’s public stockholders and purchase price adjustments in connection with the potential transaction, the timing of the completion of the potential transaction, the anticipated pro forma enterprise value and Adjusted EBITDA of the combined company following the potential transaction, anticipated ownership percentages of the combined company’s stockholders following the potential transaction, and the business strategy, plans and objectives of management for future operations, including as they relate to the potential transaction. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as “pro forma,” “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. When the Company discusses its strategies or plans, including as they relate to the potential transaction, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.

These forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s and Vertiv Holdings’ control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the Company’s ability to complete the potential transaction or, if the Company does not complete the potential transaction, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the potential transaction, including with respect to the approval of the stockholders of the Company; (3) the ability to maintain the listing of the combined company’s securities on the New York Stock Exchange; (4) the inability to complete the private placement; (5) the risk that the proposed transaction disrupts current plans and operations of the Company or Vertiv Holdings as a result of the announcement and consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the potential transaction; (9) the possibility that the Company and Vertiv Holdings may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against the Company, Vertiv Holdings or any of their respective directors or officers, following the announcement of the potential transaction; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the preliminary proxy statement of the Company, including those under “Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by the Company.

Forward-looking statements included in this Current Report speak only as of the date of this Current Report. Neither the Company nor Vertiv Holdings undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this Current Report. Additional risks and uncertainties are identified and discussed in the Company’s reports filed with the SEC and available at the SEC’s website at http://www.sec.gov.

Additional Information about the Transaction and Where to Find It

The Company intends to file with the SEC a preliminary proxy statement in connection with the business combination and will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the business combination and the other matters to be voted upon at a special meeting of the

stockholders to be held to approve the business combination and other matters, and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with the Company’s solicitation of proxies for such special meeting, as these materials will contain important information about the Company, Vertiv Holdings and the business combination. The definitive proxy statement will be mailed to the stockholders of the Company as of a record date to be established for voting on the business combination and the other matters to be voted upon at the special meeting. The Company’s stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at http://www.sec.gov, or by directing a request to: IR-GSacquisition@gs.com.

Participants in the Solicitation

The Company and its directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the business combination. The Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 13, 2019.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the business combination and other matters to be voted upon at the special meeting will be set forth in the proxy statement for the business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the business combination will be included in the proxy statement that the Company intends to file with the SEC.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

    No.    

  

Description

99.1    Joint Press Release, dated as of December 10, 2019.
99.2    Investor Presentation of the Company, dated as of December 10, 2019.
99.3    Investor Call Presentation of the Company, dated as of December 10, 2019.

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: December 10, 2019

 

GS Acquisition Holdings Corp

/s/ David M. Cote

Name:   David M. Cote
Title:   Chairman and Chief Executive Officer

Exhibit 99.1

 

LOGO

Vertiv, a Platinum Equity Portfolio Company, to List on New York Stock Exchange

Through Business Combination with GS Acquisition Holdings

Creates publicly traded, pure-play critical digital infrastructure provider

Columbus, Ohio Dec. 10, 2019 – Vertiv Holdings LLC (“Vertiv”), a Platinum Equity portfolio company, and a global provider of critical digital infrastructure and continuity solutions, today announced it will become a publicly traded company through a merger with GS Acquisition Holdings Corp (NYSE: GSAH, GSAH.U, GSAH WS), a special purpose acquisition company co-sponsored by an affiliate of The Goldman Sachs Group, Inc. and David M. Cote. Mr. Cote, CEO of GSAH and former Executive Chairman of the Board and CEO of Honeywell, will serve as Executive Chairman of Vertiv. Vertiv’s existing management team will continue to be led by 30-year industry veteran CEO Rob Johnson. The transaction is expected to close in the first quarter of 2020 and at close Vertiv’s stock will trade under the ticker symbol NYSE: VRT.

“Platinum Equity, Rob Johnson and his team have done a tremendous job over the last several years positioning Vertiv for long-term success. The Company is exactly the asset we were looking for, with a great position in a good industry, products differentiated by technology, strong organic and inorganic growth potential, and opportunities for sustained improvements over time. Taken together, I am delighted with the near- and long-term prospects for Vertiv and the opportunity this represents for shareowners,” said Mr. Cote.

Tom Gores, Chairman and CEO, Platinum Equity, said, “I’m proud of the work our team has done at Vertiv in positioning it where it is today, and I’m very excited about the new partnership with our friend David and long-time partners at Goldman Sachs. Rob Johnson and the management team have done a tremendous job preparing the company for its next phase of growth.”

“This transaction enables us to accelerate our growth and innovation strategy and broaden our opportunities as we continue to focus on the ever-evolving needs of our customers,” said Vertiv CEO Rob Johnson. “Our partnership with David, who has a proven track record of driving operational improvements and shareholder value, will further enhance our trajectory as we look to capitalize on our strong foundation in a growing industry.”

Platinum Equity Partner Jacob Kotzubei, who will become a board member of the newly listed company, said, “We are pleased to partner with Goldman Sachs and Dave Cote on the next phase of Vertiv’s journey, and to participate in the company’s future success as a meaningful shareholder. We also look forward to working with Dave, Rob and the Vertiv management team to accelerate Vertiv’s product and service leadership in the industry.”

With operations in more than 130 countries, Vertiv is a global leader in delivering the hardware, software, analytics and ongoing services customers rely on to enable their vital applications to run continuously, perform optimally and grow with their business needs. The company’s portfolio of power, thermal and IT management along with cooling and IT infrastructure solutions and services that extend from the cloud to the edge of the network, generated nearly $4.3 billion in revenue in 2018.

 

Page 1 of 5

LOGO

 

Key Transaction Terms

The transaction, unanimously approved by both boards of directors, is expected to close in the first quarter of 2020, subject to customary closing conditions, including regulatory approvals, and approval of GSAH’s stockholders. At closing, the public company’s name will be changed to Vertiv Holdings Co. Upon closing, Vertiv will have an anticipated pro forma enterprise value of approximately $5.3 billion, or 8.9x the company’s estimated 2020 pro forma Adjusted EBITDA of approximately $595 million.

Upon completion, it is expected that, subject to various purchase price adjustments and any redemptions by the public stockholders of GSAH, Platinum Equity will hold approximately 38% of Vertiv Holdings Co and the sponsor (including Mr. Cote and affiliates of The Goldman Sachs Group, Inc.) will own approximately 5% of Vertiv Holdings Co. In addition to the approximately $705 million of cash held in GSAH’s trust account, additional investors (including affiliates of Mr. Cote and affiliates of The Goldman Sachs Group, Inc.) have committed to participate in the transaction through a $1.239 billion private placement.

After giving effect to any redemptions by the public stockholders of GSAH, the balance of the approximately $705 million in cash held in GSAH’s trust account, together with the $1.239 billion in private placement proceeds, will be used to pay $415 million cash consideration (subject to certain adjustments) to Vertiv stockholders, pay transaction expenses and reduce Vertiv’s existing indebtedness to up to 3.6x 2019 estimated pro forma Adjusted EBITDA. The remainder of the consideration payable to the stockholders of Vertiv will consist of shares of GSAH common stock.

The transaction will be effected pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), entered into by and among GSAH, Vertiv Holdings, LLC, VPE Holdings, LLC (Vertiv Holdings, LLC’s parent), and the other parties thereto.

Goldman Sachs & Co. LLC acted as lead placement agent and exclusive financial advisor to GSAH. J.P. Morgan Securities LLC acted as financial advisor to Vertiv. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to GSAH. Morgan, Lewis & Bockius, LLP and Gibson, Dunn & Crutcher LLP acted as joint legal advisors to Platinum Equity and Vertiv.

Conference Call Information

Investors may listen to a presentation regarding the proposed transaction on Tuesday, December 10, 2019 starting at 10:30 a.m. ET. The call can be accessed by dialing 1-877-883-0383 (domestic toll-free number) or 1-412-902-6506 (international) and providing the conference ID: 8567556, or asking for the GSAH-Vertiv transaction announcement call. The live webcast of the investor call as well as related presentation materials will be available at https://www.gsacquisition.com/.

A replay of the teleconference and webcast will also be available for approximately 30 days at https://www.gsacquisition.com/.

About Vertiv

Vertiv brings together hardware, software, analytics and ongoing services to ensure its customers’ vital applications 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 Columbus, Ohio, Vertiv employs around 20,000 people and does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit Vertiv.com.

 

Page 2 of 5

LOGO

 

About GSAH

GS Acquisition Holdings Corp (NYSE: GSAH) is a special purpose acquisition company formed for the purpose of effecting merger, stock purchase or similar business combination with one or more businesses. The company is sponsored by an affiliate of The Goldman Sachs Group, Inc. and David M. Cote. In June 2018, GSAH completed its initial public offering, raising $690 million from investors.

About Platinum Equity

Founded in 1995 by Tom Gores, Platinum Equity is a global investment firm with more than $19 billion of assets under management and a portfolio of approximately 40 operating companies that serve customers around the world. Platinum Equity specializes in mergers, acquisitions and operations – a trademarked strategy it calls M&A&O® – acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 24 years Platinum Equity has completed more than 250 acquisitions.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the potential transaction, the satisfaction of closing conditions to the potential transaction and the private placement, the level of redemptions by GSAH’s public stockholders and purchase price adjustments in connection with the potential transaction, the timing of the completion of the potential transaction, the anticipated pro forma enterprise value and Adjusted EBITDA of the combined company following the potential transaction, anticipated ownership percentages of the combined company’s stockholders following the potential transaction, and the business strategy, plans and objectives of management for future operations, including as they relate to the potential transaction. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this press release, words such as “pro forma,” “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. When GSAH discusses its strategies or plans, including as they relate to the potential transaction, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, GSAH’s management.

These forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside GSAH’s and Vertiv’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to:(1) GSAH’s ability to complete the potential transaction or, if GSAH does not complete the potential transaction, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the potential transaction, including with respect to the approval of the stockholders of GSAH; (3) the ability to maintain the listing of the combined company’s securities on the New York Stock Exchange; (4) the inability to complete the private placement; (5) the risk that the proposed transaction disrupts current plans and operations of GSAH or Vertiv as a result of the announcement and

 

Page 3 of 5

LOGO

 

consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the potential transaction; (9) the possibility that GSAH and Vertiv may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against GSAH, Vertiv or any of their respective directors or officers, following the announcement of the potential transaction; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the preliminary proxy statement of GSAH, including those under “Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by GSAH.

Forward-looking statements included in this release speak only as of the date of this release. Neither GSAH nor Vertiv undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in GSAH’s reports filed with the SEC and available at the SEC’s website at http://www.sec.gov.

Non-GAAP Financial Measures

Pro forma Adjusted EBITDA is a non-GAAP financial measure that is not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and may be different from non-GAAP financial measures used by other companies. This non-GAAP financial measure should not be construed as an alternative to net income as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (each as determined in accordance with GAAP). See investor presentation for a description of this non-GAAP financial measure and a reconciliation of such non-GAAP financial measure to the most comparable GAAP amount.

Additional Information about the Transaction and Where to Find It

GSAH intends to file with the SEC a preliminary proxy statement in connection with the business combination and will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the business combination and the other matters to be voted upon at a special meeting of the stockholders to be held to approve the business combination and other matters, and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. GSAH’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with GSAH’s solicitation of proxies for such special meeting, as these materials will contain important information about GSAH, Vertiv and the business combination. The definitive proxy statement will be mailed to the stockholders of GSAH as of a record date to be established for voting on the business combination and the other matters to be voted upon at the special meeting. GSAH’s stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at http://www.sec.gov, or by directing a request to: IR-GSacquisition@gs.com.

 

Page 4 of 5

LOGO

 

Participants in the Solicitation

GSAH and its directors and officers may be deemed participants in the solicitation of proxies of GSAH stockholders in connection with the business combination. GSAH’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of GSAH in GSAH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 13, 2019.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to GSAH’s stockholders in connection with the business combination and other matters to be voted upon at the special meeting will be set forth in the proxy statement for the business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the business combination will be included in the proxy statement that GSAH intends to file with the SEC.

For investor inquiries, please contact:

GS Acquisition Holdings Corp

Please email: IR-GSacquisition@gs.com

For media inquiries, please contact:

Sara Steindorf

FleishmanHillard for Vertiv

T +1 314-982-1725

E sara.steindorf@fleishman.com

Patrick Scanlan

Goldman Sachs & Co. LLC

T +1 212-902-5400

Dan Whelan

Platinum Equity

T 310-282-9202

E dwhelan@platinumequity.com

 

Page 5 of 5

SLIDE 0

Investor Presentation December 2019 Exhibit 99.2

SLIDE 1

Disclaimer Forward-looking statements This presentation contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the PIPE Investment, the level of redemption by GSAH’s public stockholders and purchase price adjustments in connection with the Business Combination, the timing of the completion of the Business Combination, the anticipated pro forma enterprise value and Adjusted EBITDA of the combined company following the Business Combination, anticipated ownership percentages of the combined company’s stockholders following the potential transaction, and the business strategy, plans and objectives of management for future operations, including as they relate to the potential Business Combination. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this presentation, words such as “pro forma,” “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. When GSAH discusses its strategies or plans, including as they relate to the Business Combination, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, GSAH’s management. These forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside GSAH’s and Vertiv’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) GSAH’s ability to complete the Business Combination or, if GSAH does not complete the Business Combination, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the Business Combination, including with respect to the approval of the stockholders of GSAH; (3) the ability to maintain the listing of the combined company’s securities on the New York Stock Exchange; (4) the inability to complete the PIPE Investment; (5) the risk that the Business Combination disrupts current plans and operations of GSAH or Vertiv as a result of the announcement and consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Business Combination; (9) the possibility that Vertiv and GSAH may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against GSAH, Vertiv or any of their respective directors or officers following the announcement of the Business Combination; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the preliminary proxy statement of GSAH related to the Business Combination, including those under “Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by GSAH. You are cautioned not to place undue reliance upon any forward-looking statements. Forward-looking statements included in this presentation speak only as of the date of this presentation. Neither GSAH nor Vertiv undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date hereof. Additional risks and uncertainties are identified and discussed in GSAH’s reports filed with the SEC and available at the SEC’s website at www.sec.ov. This investor presentation (the “presentation”) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of GS Acquisition Holdings Corp (“GSAH”) or Vertiv Holdings, LLC (“Vertiv”) or any of their respective affiliates. The presentation has been prepared to assist parties in making their own evaluation with respect to the proposed transactions (the “Business Combination”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), by and among the GSAH, Crew Merger Sub I LLC, Crew Merger Sub II LLC, Vertiv and VPE Holdings, LLC and for no other purpose. It is not intended to form the basis of any investment decision or any other decisions with respect of the Business Combination. INVESTOR ROADSHOW No Representation or Warranty No representation or warranty, express or implied, is or will be given by GSAH or Vertiv or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the Business Combination, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. This presentation does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to GSAH, and does not constitute investment, tax or legal advice. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. GSAH and Vertiv disclaim any duty to update the information contained in this presentation. Any and all trademarks and trade names referred to in this presentation are the property of their respective owners. No Offer or Solicitation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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Disclaimer (Cont’d) Use of Projections This presentation contains financial forecasts. Neither GSAH’s nor Vertiv’s independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of GSAH’s or Vertiv’s control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of GSAH, Vertiv or the combined company after the Business Combination or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in which Vertiv competes and other industry data. We obtained this information and statistics from third-party sources, including reports by market research firms and company filings. Being in receipt of the presentation you agree you may be restricted from dealing in (or encouraging others to deal in) price sensitive securities. Non-GAAP Financial Matters This presentation includes certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Conversion, Adjusted Revenue, and Adjusted Operating Income that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. GSAH and Vertiv believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and “Additional Financial Information” beginning on slide 38 of the Appendix for a description of these non-GAAP financial measures and reconciliations of such non-GAAP financial measures to the most comparable GAAP amounts. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Other Transactions In the second half of 2018, Goldman Sachs and JPMorgan were retained by Vertiv to advise in connection with potential strategic alternatives including an initial public offering or sale. Vertiv ultimately decided to defer consideration of strategic alternatives to a later date. Additional Information GSAH intends to file with the SEC a preliminary proxy statement in connection with the Business Combination and will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the Business Combination and the other matters to be voted upon at a meeting of stockholders to be held to approve the Business Combination and other matters (the “Special Meeting”) and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. GSAH stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with GSAH’s solicitation of proxies for the Special Meeting because the proxy statement will contain important information about the Business Combination. When available, the definitive proxy statement will be mailed to GSAH stockholders as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the Special Meeting. GSAH stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to ir@Vertiv.com Participants in the Solicitation GSAH and its directors and officers may be deemed participants in the solicitation of proxies of GSAH stockholders in connection with the Business Combination. GSAH stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of GSAH in GSAH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 13, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to GSAH stockholders in connection with the Business Combination and other matters to be voted upon at the Special Meeting will be set forth in the proxy statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement that the GSAH intends to file with the SEC.

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Today’s Presenters David Cote Chief Executive Officer of GS Acquisition Holdings Corp Will become Executive Chairman of Vertiv Renowned diversified industrial executive 40+ years of operating experience across a wide range of industrial sectors Chairman and/or CEO of Honeywell from 2002 – 2018 with almost 800% total shareholder return since taking over as CEO Former Chairman, CEO, and COO of TRW, a global automotive, aerospace and information systems company 25+ year career at GE which culminated in a 3 year tenure as CEO of GE Appliances, beginning in 1996 Numerous senior government advisory positions Rob Johnson Chief Executive Officer of Vertiv Joined Vertiv in December 2016 as CEO Previously served as CEO of American Power Conversion (APC) and managed the company’s sale to Schneider Electric for $6.1bn in 2007 Most recently was an Operating Partner at venture capital firm Kleiner Perkins Caufield & Byers (KPCB) Worked in executive positions at A123 Systems, a leading battery technology company, and Consolidated Container Corporation Received an honorary Ph.D. in Engineering Management from Missouri University of Science and Technology, holds a B.S. in Engineering Management from Missouri University of Science and Technology and has served on the Boards of several companies David Fallon Chief Financial Officer of Vertiv Appointed CFO at Vertiv in July 2017 Previously served as CFO and Vice President – Finance at CLARCOR Inc. (acquired by Parker Hannifin in 2017) Prior to that served as CFO and Vice President – Finance at Noble International Prior to joining Noble, served as Treasury Manager at Textron Automotive Holds an MBA from Wharton School of Business and a B.S. in Business Administration with a dual major in Finance and Accounting from the University of Dayton Gary Niederpruem Chief Strategy / Development Officer Joined Emerson in 1996 and transitioned with Vertiv during the sale of Emerson Network Power to Platinum Equity and named Chief Strategy and Development Officer Assumed oversight for the Strategy function serving as Executive Vice President – Marketing and Strategy for Emerson Network Power in mid-2016 Named Vice President Global Marketing for Emerson Network Power in 2014 and became General Manager of the Integrated Modular Solutions business and Vice President within Energy Systems in 2011 Holds a Master’s degree in Business from the University of Notre Dame and a Bachelor’s degree in Marketing and Logistics from John Carroll University

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Vertiv Will be Supported by Best-In-Class Sponsorship Investments Align Interests Note: 1 Illustrative mid-term perspective for the period from 01-Jan-1998 to 31-Dec-2002. 2 For the period from 01-Jan-2003 to 18-Apr-2018. 2003 was the first full year David Cote was CEO of Honeywell. David Cote served as CEO until Mar-2017 and remained non-Executive Chairman of Honeywell until Apr-2018. 3 Maximum syndication to associates of David Cote will be limited to $20mm. 4 Inclusive of other Vertiv shareholders. Leading global private equity firm Platinum’s private equity business has more than $23bn AUM Platinum has invested in 250+ portfolio companies since inception with significant experience in the Industrial & Technology sectors Operating capabilities of David Cote complemented by investing, advisory, and sourcing capabilities of Goldman Sachs Dedicated investment team with significant experience investing in public and private markets Premier investment bank with a diversified franchise and excellent reputation across businesses and geographies Note: Goldman Sachs intends to syndicate up to its full portion of the PIPE to certain of its employees and associates of David Cote and as a result could end up with no investment in the PIPE3 Renowned diversified industrial executive with a proven track record of delivering shareholder value consistently over time Honeywell’s market cap increased by $92bn to $112bn or 5.7x2 under his stewardship Total shareholder return of 797%1, 2 HON total shareholder return during cote’s tenure + + + SHAREHOLDERS WELL ALIGNED TO DELIVER SUCECSS $20mm PIPE Investment $100mm PIPE Investment $1.3bn of Equity Rollover4 Management Investing Great position in a good industry Solid Organic growth Inorganic growth - lots of possibilities Significant margin expansion Good cash flow Culture – already begun We believe this is a well-structured transaction…good balance sheet…priced right David cote Goldman sachs Platinum equity Select prior investments

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Why We Believe Vertiv is a Good Investment Great position in a good industry Significant potential upside in growth and margins Multiple potential levers to create value Vertiv is where Honeywell was after David Cote’s first 2-3 years Great start, lots of upside Leading franchises, full service / end-to-end offerings and high recurring mix Positioned well by transformation to date Focused on “customer first” growth and process Right team in place Investments in market knowledge, right-sizing, and ERP Delivering on commitments Healthy pro-forma balance sheet Solid organic growth outlook Targeting ~1.5x¹ market growth Increase R&D and sales coverage Globalization Attractive acquisition landscape Successful track record Significant pipeline Supportive balance sheet and cash flow Significant potential for margin expansion Peers, on average, have >500 bps higher margin than Vertiv Multiple self-help levers: G&A leverage Service growth Pricing / portfolio Operations Well-structured transaction Healthy pro-forma balance sheet Attractive discount vs. peers Strong performance in a slowdown Robust Data drivers / End-market growth Less cyclical than typical industrial Significant self-help opportunities Potential margin upside vs. peers; David’s playbook Strong free cash flow conversion Deleveraging to boost FCF conversion Further improvement from potential debt re-pricing and tax reorganization Deep acquisition pipeline Leading global player WELL POSITIONED UPSIDE POTENTIAL COMPELLING RISK REWARD A lot better than it was… and lots of upside Same position Honeywell was in after first 2-3 years Source: Management estimates Note: 1 Represents estimated market growth rate between 2019 – 2021.

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Transaction Overview Summary of proposed terms of transaction and Timing Transaction Structure GS Acquisition Holdings Corp (“GSAH”) proposes to enter into a business combination with Vertiv Holdings, LLC through a reverse subsidiary merger Following the merger, GSAH will be renamed Vertiv Holdings Co Expected to close after the receipt of shareholder approval and customary regulatory approvals (currently estimated to occur in the first quarter of 2020) Valuation Transaction valued at a pro-forma enterprise value of approximately $5.3 billion (8.9x 2020E Adj. EBITDA of $595 million)¹ Capital Structure Transaction expected to be funded through a combination of $705 million cash held in trust and $1.2 billion of PIPE proceeds Pro-forma net leverage of ~3.6x based on 2019E Adj. EBITDA2 Expect to initiate annual dividend of $0.01 / share Change to Shareholder Ownership In the transaction, existing Vertiv shareholders are expected to roll ~75% of existing equity stake and will hold ~38% of the combined business at closing Public equity holders of GSAH are expected to own ~20% of the combined business at closing PIPE Investors are expected to own ~37% of the combined business at closing3 Sponsors are expected to own ~5% of the combined business at closing Sponsor shares will be subject to a 1 year equity lock-up, terminated only under certain conditions4 Note: 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. 1 Reflects enterprise value at listing at valuation of $10.00 / share. Additional cash consideration to be paid to Vertiv over time pursuant to the TRA. 2 See "Non-GAAP Financial Measures" and “Additional Financial Information” beginning on slide 38 of the Appendix. 3 Includes the GSAH Founder Related PIPE Investors as described on Slide 4 4 On the earlier of one year after the completion of initial business combination and subsequent to initial business combination, if the last reported sale price of Class A common stock equals or exceeds $12.00 / share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or the date following the completion of our initial business combination on which GSAH completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their shares of Class A common stock for cash, securities or other property, and in the case of the private placement warrants and the respective shares of Class A common stock underlying such warrants, 30 days after the completion of its initial business combination.

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7 Company Overview

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Vertiv at a Glance SALES $4.3B EMPLOYEES ~19,700 CUSTOMERS 25+ year relationships; Top 50 customers represent ~35% of revenue MANUFACTURING SITES 19 SERVICE CENTERS 270+ globally REACH 130+ countries Broad range of power, thermal and infrastructure management and service offerings Global, well-established footprint and supply-chain network Vital applications in data centers, communications and commercial & industrial end markets Communications20% Commercial and Industrial10% Data Centers70% Pure-Play Full Service Provider of Digital Critical Infrastructure Solutions portfolio segment market Source: Company information Note: Based on 2018 sales, market breakdown rounded to nearest 5%, and employee count as of 30-Sept-2019

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Vertiv Offerings in the Data Center Thermal Management: Air Handlers & Chillers Thermal Management Power Management: UPS Systems Thermal Management: Condensers Integrated Solutions IT & Edge Infrastructure: Racks & Access Control Hardware Services: Monitoring Control & Management Project Services Power Management: Power Distribution Comprehensive Product Portfolio

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Market size: ~$8B Market size: ~$3B Market size: ~$7B Market size: ~$11B #1 in large UPS A leading portfolio of AC and DC power solutions Full suite of energy storage and alternative energy products Longstanding trusted brands Robust line of energy efficient and reliable solutions Ability to address wide range of customer needs – rack to room Strategically positioned to win in growing air handler market Highly efficient evaporative technology Ability to provide cutting-edge, integrated modular solutions Experience in providing edge solutions to telecom customers Opportunity to capture share within the channel business A leading global provider of full lifecycle solutions Strong installed base with a high renewal rate Robust capture rate Growing performance-based and value-added services Well Positioned: #1 in Most End-Markets Served Leading provider of innovative power, thermal and IT infrastructure solutions and services for digital critical infrastructure Focus is a Competitive Advantage Power management thermal management IT and Edge infrastructure and solutions (& it management) Services & software solutions Source: Management estimates Note: Market share data as of 31-Dec-2018 (may not tie to sales figures due to segmentation differences with reporting structure).

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Former Ownership (Prior 2016) Management Actions Today Market Focus Enterprise customer Key account executives hired Established strategic account program Targeted IT channel Strategic account management Key account (cloud and colocation) growth Broader available market Organizational Design Independent BUs for major brands Shifted to matrix organization Top-graded leadership & personnel in key areas Streamlined decision making Global product management and engineering Technology Platform Legacy sales process Overlapping CRM systems IT investments of ~$200mm Unified software for enterprise-wide use On path for global PLM, HCM, CRM and ERP M&A Strategy Focus on large acquisitions and limited integration Built-out M&A focus areas and pipeline Divested non-core businesses and apply resources towards innovation Targeted bolt-ons to build capabilities Divestiture to focus on core businesses Strategic Initiatives Positioned Vertiv for Growth Transformation Efforts Yielding Results 1 2 3 4 Power Source: Management

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Multiple Levers of Value Creation Strong underlying growth trends within key markets Recurring service and product sales with a growing installed base Entrenched, long-standing relationships with a diverse customer base Investments in organic and inorganic activities and capital deployment upside Experienced management team with a strong track record of execution 1 3 4 5 6 WELL POSITIONED Great position in a good industry UPSIDE POTENTIAL Significant upside in growth and margins COMPELLING RISK REWARD Multiple levers to create value A leading provider of innovative power, thermal and IT infrastructure solutions and services 2 Above market growth and margin expansion forecasted 7 Attractive valuation discount compared to peers 8 9 Appropriate capital structure Growth strategies enabled by strong underlying business fundamentals

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Data Boom: Key Driver of End-Market Growth Increased Digitization, Multiple Device Connection Adoption, and IoT Video Streaming IoT / Database / Analytics Social Networking Consumer Apps ERP & Business Apps Computing Collaboration 11.6 ZB 20.6 ZB CAGR: 21% Annual global data center IP traffic is projected to reach 20.6 Zettabytes (ZB) by the end of 2021 INTERNET OF THINGS 75 Billion Devices expected to be in use by 2025, up from 23 billion in 2018 MOBILITY / SOCIAL 6 Billion Expected mobile subscribers by 2020, up from 5 billion in 2018 POWER CONSUMPTION 198 TWh Demanded by data centers in 2018 with traffic expected to increase 80% and workloads expected to increase 50% from 2018-2021 DATA EXPLOSION 90% Created within last two years 175 ZB Expected to be created by 2025, up from 33 ZB in 2018 SOPHISTICATION Differentiated Experience “Engage me everywhere” “Meet my expectations” “Know me” “Wow me” “Understand and reward me” 1 applications Secular trends Estimated Data center ip traffic growth (Estimated) Source: Cisco Global Cloud Index, IEA Org, Forbes Media, Statista, IHS Markit and GSM Association

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Market Size ($bn, 2018) Growth Rate¹ % Vertiv Sales² Segment Trends Data Center Segments Cloud / Hyperscale / Colocation ~$ 6.5 8 – 12% Cloud/hyperscale benefiting from hybrid model and data boom Shift to modular/scalable build outs and standardization increasing Enterprise ~13.5 0 – 2% Edge deployments ramping up Data Center Subtotal ~$ 20.0 3 – 5% 70% Communications ~7.0 1 – 3% 20% Expansion of connectivity and modest growth planned with 5G deployments Commercial & Industrial ~2.5 2 – 4% 10% Positive economic environment and safety, security and regulatory needs driving increase Total ~$ 29.5 3 – 4% 100% Served Markets are Large and Growing Secular Trends are Supportive Market growth benefiting from positive secular trends Targeting ~1.5x¹ market growth 1 Market size & trends Source: Management estimates and Company information Note: 1 Represents estimated market growth rate between 2019 – 2021. 2 Based on 2018 data.

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Data Centers Communications Commercial & Industrial Power, Thermal, Service Revenue growth (’18A-’20E CAGR)¹ 3.3% (0.9)% 3.1% 2.9% 1.1% Adj. EBITDA growth¹ (’18A-’20E CAGR) 8.8% 1.9% 2.4% 3.9% 1.7% Adj. EBITDA margin¹ (’20E) 13.0% 19.0% 22.7% 17.1% 17.9% Leading Global Player Comprehensive portfolio offering with strong product capabilities that serve each submarket. Competitors have consistently earned margins that are ~500bps higher than Vertiv. This transaction positions Vertiv to enhance margins over time. Vertiv has developed a focused portfolio of product and service solutions targeted towards key, high growth end markets Focus is a Competitive Advantage 2 Source: Management estimates, company filings, Bloomberg and IBES median estimates as of 6-Dec-2019 Note: ¹ See “Non-GAAP Financial Measures” and “Additional Financial Information” beginning on slide 38 of the Appendix.

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Recurring revenue through replacement cycles and ongoing maintenance increases stability REPLACEMENT & EXPANSION IT & Edge Infrastructure and smaller scale power and thermal replacement and capacity expansion orders MAINTENANCE Ongoing maintenance to ensure business critical infrastructure continues to operate efficiently, safely and reliably Flow & Recurring Based Revenue LARGE SCALE DEPLOYMENT Initial large power, thermal and solutions build-out projects STARTUP & PERFORMANCE SERVICES Services to ensure correct installation Assurance testing to identify and correct problems Project Based Revenue Highly Recurring and Visible Revenues Total sales: $4.3B $1.6 $1.0 $1.4 $0.3 3 ~60% ~40% Growing Installed Base Source: Management, Based on 2018 sales

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Entrenched, Long-Standing Customer Relationships Highly diversified customer base with the top 50 customers representing ~35% of total sales in 2018 Customers span a wide array of industries and verticals Winning in the colocation and hyperscale markets with key players Deep relationships with key customers spanning multiple decades Top 10 20% 11 – 25 10% 26 – 50 5% Rest 65% Customer breakdown 2018A Sales: $4.3B Data Center Communications Average tenure: ~15 years Average tenure: ~15 years Average tenure: ~25 years Converged 4 Overview Long standing relationships with our customers Average Tenure and Breadth of Relationships Evidence Vertiv’s Leading Position Source: Management estimates; Note: Average tenure based on median length of relationship for all companies shown

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Upside Potential: Improving Growth Organic Growth Pricing focus has just begun Increasing focus on new product development Service growth – expanded capabilities and reach Software capability just beginning Continued sales coverage growth Edge and white space Inorganic Growth Fragmented industry with opportunities for bolt-on M&A Product extensions / adjacencies Technologies applicable in other market such as energy storage Growth in white space Additional service and solutions Track record of execution and integration Strong existing pipeline of potential targets Opportunities as Pure-Play Competitor Enhance Acquisition Process INORGANIC VALUE CREATION TOP LINE GROWTH 5

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Successful M&A Actions to Date and Well-Planned Go-Forward Approach Maintenance Business Manufacturer of Rack Power Distribution Units (PDUs) and associated data centers products Manufacturer of custom air handling systems for data centers and commercial & industrial markets Specializes in generator maintenance and switchgear interface services in EMEA Sale of critical power business to Schneider Electric to sharpen focus on digital critical infrastructure M&A ACTIONS TO DATE + + + – 2 2 M&A PIPELINE & STRATEGY Hyperscale and Colocation Commercial and Industrial Adjacency Services and Solutions Edge and Channel Growth Average size of $50MM in revenues Located in assorted geographies Strong customer relationships Good cultural fit Fits the Vertiv Culture Ability to expand globally 5 Sales growth¹ Strategic focus area Pipeline attributes Strong pipeline Power Source: Management estimates Note: 1 Estimated sales growth from 2017A to 2019E of select bolt-on acquisitions, $MM USD. 2 USD/GBP conversion rate of 1.2162 as of 02-Aug-2019. Upside Potential: Inorganic Growth Strategy

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STRONG FREE CASH FLOW CONVERSION Upside Potential: Improving Margins Margin Rate Continued expansion into higher margin product categories Implement Vertiv operating system Core / non-core analysis Lots of free plant capacity Functional transformation for SG&A Grow sales and hold fixed costs constant Continued globalization of product offering Free Cash Flow¹ Comfortable debt / cash flow at close Low capital expenditure needs Digital Transformation projects largely complete Opportunities for further improvement, ie: Potential debt refinancing Working capital Tax Currently ~500bps Below Average of Peers Capital Deployment Upside MARGIN EXPANSION 5 Note: ¹ See “Non-GAAP Financial Measures” and slide 24 “Financial Summary – Free Cash Flow”.

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Management Team with the Ability to Execute David Cote will Support the Existing Team’s Work Rob Johnson CEO Stephen Liang President of APAC John Hewitt President of Americas Pat Johnson Integrated Rack Systems Steve Lalla Global Services and Software Solutions Andrew Cole Chief Organizational Development & HR Officer, and Global Business Services Colin Flannery Worldwide General Counsel Giordano Albertazzi President of EMEA David Fallon CFO Gary Niederpruem Chief Strategy / Development Officer Jason Forcier Chief Operations Officer and Executive VP, Infrastructure & Solutions Platforms Highly experienced management team with impressive collective track record and 100+ years of industry experience 6 Responsibility for holistic, global view of customer segment needs Tech & platforms responsibilities Regional responsibilities

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7 Financial Overview

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Summary Projected Financials Attractive Growth Profile % GAAP Growth % Margin % Margin % Conv. 7 Historical & Projected Adj. revenue ($M) & % Growth1 HISTORICAL & PROJECTED ADJ. EBITDA ($M) & % MARGIN¹ Adj. OPERATING INCOME ($M) & % MARGIN¹,3 Adj. EBITDA less CAPEX ($M) & % Sales¹,5 4 % Org. Growth2 Source: Management estimates Note: ¹ See “Non-GAAP Financial Measures” and “Additional Financial Information” beginning on slide 38 of the Appendix. 2 Delta between reported growth and organic growth removes FX impact as determined by management and the impact of acquisitions. 3 Excludes amortization of acquired intangibles. 4 2016 capex based on September FYE. 5 Adjustments in years 2018, 2019, and 2020 for one-time digital transformation and operational initiatives capex items. % conversion based on core capex.

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Financial Summary – Free Cash Flow 1 2 3 4 Free Cash Flow Drivers Low capital expenditure needs Digital transformation and restructuring spend are coming to an end Illustrative interest load subject to refinancing of the pro-forma debt to narrow the gap vs. public peers3 Every ~50bp improvement in cost of debt equates to ~$10mm in additional earnings and FCF Inefficient existing tax structure with potential to improve (this is not included in the forecast) Significant working capital improvements already under way 1 2 3 4 5 5 7 Note: 1 Hypothetical representation and does not represent a forecast. 2 % FCF Yield defined as levered free cash flow divided by assumed equity value at closing of $3,376mm. 3 Calculated using 6.0% illustrative interest rate applied on mid-point of 2019YE and 2020YE Gross Debt. Assumes free cash flows are used for debt pay down. See “Non-GAAP Financial Measures” and “Additional Financial Information” beginning on slide 38 of the Appendix.

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We Believe Valuation is Attractive… Discount to Peers Attractive entry point with a deal valuation comparatively at discount to peers Large and growing addressable market with secular industry tailwinds Potential for value creation driven by Organic and inorganic growth Margin expansion Focus on free cash flow Experienced management team with a strong track record of execution 8 2019 ev/ebitda 2020 ev/ebitda Source: Vertiv EBITDA per management estimates, peers per IBES median estimates; market data as of 6-Dec-2019 Note: See “Non-GAAP Financial Measures” and “Additional Financial Information” beginning on slide 38 of the Appendix. Vertiv multiples based on enterprise value at listing of $5.3bn. All data based on USD.

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…Supported by Superior EBITDA Growth Potential 2018-20E REVENUE CAGR 2016-18 REVENUE CAGR 2018-20E AVG. EBITDA MARGIN 2016-18 AVG. EBITDA MARGIN 2018-20E EBITDA CAGR 2016-18 EBITDA CAGR Key organic initiatives and targeted M&A activity is expected to continue to drive growth and market share… …expected to have a positive impact on overall levels …with room for margin expansion over the coming years driven by identified initiatives… 8 Source: Vertiv figures per management estimates, peers per IBES median estimates; market data as of 6-Dec-2019 Note: See “Non-GAAP Financial Measures” and “Additional Financial Information” beginning on slide 38 of the Appendix. All data based on USD.

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Appropriate Capital Structure at Close Increased Flexibility with Opportunities for Further Improvement 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 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 9 Illustrative pro-forma capitalization¹ Net leverage BASED on 2019E Adjusted EBITDA summary 3 Source: Company information, management estimates 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. ¹ 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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Good capital structure and free cash flow Why We Believe Vertiv is a Good Investment Great position in a good industry Sales and margin growth upside Same position Honeywell was in after first 2-3 years Priced right

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7 Appendix

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Transaction overview

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Proposed Transaction Terms (USD in Millions, Except per Share Data) Sources Uses Transaction sources & uses Implied pro-forma firm value Pro-forma ownership¹ ~ ~ ~ ~ Source: Management estimates 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. 2

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Illustrative Transaction Timeline Ownership Event December 2019 Transaction Agreement Executed Transaction Announced Schedule 14A and Preliminary Proxy Materials Filed with the SEC First Quarter of 2020 Mail Final Proxy Materials to Shareholders Record Date for Shareholder Vote First Quarter of 2020 Hold Shareholder Vote First Quarter of 2020 Close Transaction Post-closing Vertiv will Report on U.S. GAAP Basis with a December 31 Fiscal Year End Note: This timeline is for illustrative purposes only. The transaction timeline may be shorter or longer than outlined depending on several factors, including the time required to obtain any required regulatory approval and the length of the Security and Exchange Commission’s review process for the proxy statement.

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David Cote’s track record

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David Cote’s Career Built on a Track Record of Success Unparalleled Experience Across the Industrials Space Select Other Accomplishments and Positions Renowned diversified industrial executive 40+ years of operating experience across a wide range of industrial sectors Chairman and CEO of Honeywell from 2002 – 2017 with almost 800% total shareholder return since taking over as CEO1 Former Chairman, CEO, and COO of TRW, a global automotive, aerospace and information systems company 20+ year career at GE which culminated in a 3 year tenure as CEO of GE Appliances, beginning in 1996 Numerous senior government advisory positions Senior Advisor (2005 – 2013) Federal Reserve Class B Director (2014 – 2018) Best CEO in his Industry (2013 – 2017) Barron’s World’s Top 30 CEOs (2013 – 2017) Chief Executive Magazine: Chief Executive of the year (2013) Member of Executive Committee (2011 – 2012) National Commission on Fiscal Responsibility and Reform (2010) 15+ years 20 years 3 years Industrial Company Experience Founding Member of Campaign to Fix Debt U.S. Co-Chair of the CEO Forum (2009, 2015) Vice Chair of Business Roundtable Select Experience and Awards Note: 1 For the period from 01-Jan-2003 to 18-Apr-2018. 2003 was the first full year David Cote was CEO of Honeywell. David Cote served as CEO until Mar-2017 and remained non-Executive Chairman of Honeywell until Apr-2018. Total shareholder return (TSR) is calculated as the capital gain plus dividends.

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David Cote’s Track Record of Creating Value Honeywell Public Market Performance During Cote’s Tenure Focus on delivering shareholder value Total shareholder return of 797%2,5 Increased market cap by $92bn to $112bn or 5.7x2 Robust return of capital to shareholders $9bn in share repurchases and ~$9bn in dividends over the last five years ended Dec-20174 Ability to drive returns in slow macro environments Market Cap Improvement ($bn)2 TSR Summary Honeywell Total Shareholder Return5 (“TSR”) During Cote’s Tenure Overview Source: Bloomberg as of 18-Apr-2018 Note: An investment in GS Acquisition Holdings Corp is not an investment in Honeywell. The historical results of Honeywell are not indicative of future performance of GS Acquisition Holding Corp. 1 Illustrative mid-term perspective for the period from 01-Jan-1998 to 31-Dec-2002. 2 For the period from 01-Jan-2003 to 18-Apr-2018. 2003 was the first full year David Cote was CEO of Honeywell. David Cote served as CEO until Mar-2017 and remained non-Executive Chairman of Honeywell until Apr-2018. 3 Illustrative industrial comps includes Danaher, Emerson, 3M, ITW, IR, UTC, GE, Eaton and JCI. 4 Illustrative period for a mid-term perspective. 5 Total shareholder return (TSR) is calculated as the capital gain plus dividends.

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Implemented high-performing operating model (HOS) generating growth and margin improvements across the portfolio Focus on profitable growth Portfolio with “great positions in good industries”2 Focus velocity product development, new product initiatives, and customer experience enhancement Evolution to software and connected offerings (>23K engineers, with >11K focused on software in 2017) Expansion in High Growth Regions (grown from ~11% to ~23% of total revenue from 2005 to 20174) Supported by top-tier R&D investment (~7% of sales) and 1.5x re-investment ratio through high ROI capex Consistent segment margin improvement High and increasing margins since 2003 Rigorous cost management Common tools and processes (“One HON”) Low EPS volatility – delivering growth in low growth environments Strong, results oriented culture Promoting the Honeywell brand through thought leadership Highly engaged team (CEO involved in interviewing top 200 roles) Functional Transformation: doing more with less Reduced functional leaders from 740 in 2003 to 667 in 2016 while increasing sales from $22bn to $39bn 10.8% at Const. Share Count …Through Transformational Leadership and Execution Honeywell Financial Results During Cote’s Tenure1 Increased Sales 1.8X 820bps Margin Expansion ~12% EPS CAGR5 Revenue ($bn)1 Segment Profit3 ($bn)1 Adj. EPS ($)1 Honeywell Operating System (HOS) Portfolio process culture Source: Honeywell Filings Note: An investment in GS Acquisition Holdings Corp is not an investment in Honeywell. The historical results of Honeywell are not indicative of future performance of GS Acquisition Holdings Corp. 1 2003 was the first full year David Cote was CEO of Honeywell. David Cote served as CEO until Mar-2017 and remained non-Executive Chairman of Honeywell until Apr-2018. 2 Honeywell 2014 Fact Sheet. 3 Honeywell defines Segment profit as operating profit adjusted for stock compensation expense, repositioning and other, pension ongoing income, pension mark-to-market expenses and other postretirement incomes. 4 Honeywell Investor Presentation 2016 and 2018. 5 $7.11 adjusted EPS for FY2017. $2.14 GAAP EPS for FY2017. Difference attributable to a $4.86 per share adjustment for negative impact from new tax reform and $0.09 per share adjustment for pension mark-to-market expenses.

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Additional financial information

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EBITDA Adjustments BREAKDOWN OF EBITDA ADJUSTMENTS COMMENTARY Add-backs are forecasted to decline from $125 mm in 2019 to $55 mm in 2020. The Company anticipates further declines in add-backs in 2021 as current operational initiatives and the Digital Project are completed. While operational initiatives could continue, the current forecast assumes Vertiv absorbs all related spending in its reported results after 2020 and so does not contemplate add-backs in 2021, except for those related to Stock Compensation. ($M | FYE 12/31) 2017A 2018A 2019E 2020E Cost for operational initiatives $83 $100 $65 $15 Cost for Digital Project 7 76 41 17 Sub-total $90 $175 $106 $32 Strategic consultants 21 24 - - Tax and accounting stand-up 1 5 16 5 6 Project Buckeye - 5 - - Marketing and rebranding 20 9 - - M&A transaction costs 19 9 5 - Platinum Equity management fees 5 5 5 - Non-cash purchase accounting 32 6 2 2 IT infrastructure stand-up costs 40 - - - Stock compensation (non-cash) - - - 10 Other 9 18 2 5 Sub-total $151 $92 $19 $23 Total Adjustments $241 $267 $125 $55 Adjusted EBITDA Margin2 12.8% 11.7% 12.2% 13.0% Source: Company filings and Management estimates 1 Includes SOX implementation costs in 2019 and 2020. 2 Based on Adjusted Net Revenue. Adjustments are Ramping Down

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Cost to achieve operational initiatives include transformation efforts and restructuring. Restructuring costs include plant shutdown costs, severance, start-up and moving costs, among other things. Investments in global digital and IT systems to drive efficiency, speed and cost reductions. Transition costs are primarily made up of professional fees and other costs related to standing up the business, including rebranding. Represents foreign currency gains and losses as well as losses on hedges of balance sheet exposures that do not receive deferral accounting. During the second quarter of 2017 we recorded a $17.9 million adjustment to contingent consideration pursuant to the acquisition from Emerson. During the twelve months ended December 31, 2018, we recorded $10.0 million of adjustments to contingent consideration related to the Energy Labs acquisition. During 2018 we recorded a $7.1 million charge to cost of sales and inventory related to discontinuation of a product line as a result of the Geist acquisition. Advisory fee to be paid to an affiliate of the Company, inclusive of $10.0 million associated with specific financing arrangements in the first quarter of 2017. Represents the non-cash effect of purchase accounting related to deferred revenue, adjustments to inventory, deferred revenue amortization, and rent expense. Represents a reserve for an on-going customer payment dispute related to a large project completed in the Americas. Represents the reserve for a specific, large warranty claim associated with product primarily shipped pre-acquisition. Represents stock based compensation and includes cash bonuses paid in lieu of stock-based compensation and other nonrecurring bonus payments. Non-recurring costs (primarily fees) in connection with the separation from Emerson. Goodwill impairment was largely attributable to the Europe, Middle East & Africa business and was recorded in the quarter ended June 30, 2016. EBITDA RECONCILIATION ($M | FYE 12/31) 2016 2017 2018 Loss from continuing operations $(109) $(387) $(321) Interest expense 25 379 289 Income tax expense (benefit) 141 19 50 Depreciation and amortization 172 287 217 EBITDA 229 259 $235 Cost to achieve operational initiatives (a) 10 84 100 Digital project implementation costs (b) - 7 76 Transition costs (c) 23 104 71 Foreign currency (gains) / losses (d) 5 11 (5) Contingent consideration (e) - (18) (10) Acquisition costs (f) - - 7 Advisory fee (g) 1 19 5 Impact of purchase accounting (h) 52 33 6 Reserve for customer dispute (i) - - 7 Loss on asset disposals (6) 1 3 Reserve for warranty item (j) - - 9 Stock-based and special compensation (k) 16 - - Transaction costs (l) 85 - - Goodwill impairment (m) 57 - - Total adjustments $243 $241 $267 Adjusted EBITDA $472 $500 $502 EBITDA Reconciliation COMMENTARY Source: Company filings and Management estimates

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($M | FYE 12/31) 2016 2017 2018 Net Revenue $3,858 $3,879 $4,286 Cost of Sales (2,530) (2,567) (2,865) SG&A (1,061) (1,086) (1,224) Operating Profit 267 227 197 Cost to achieve operational initiatives (a) - 42 54 Digital project implementation costs (b) - 7 76 Transition costs (c) 23 106 68 Acquisition costs (f) - - 7 Advisory fee (g) 1 19 5 Impact of purchase accounting (h) 52 33 6 Reserve for customer dispute (i) - - 7 Reserve for warranty item (j) - - 9 Stock-based and special compensation (k) 16 - - Transaction costs (l) 85 - - Total adjustments 176 207 231 Adjusted Operating Profit $443 $433 $427 ($M | FYE 12/31) 2016 2017 2018 GAAP Net Revenue $3,858 $3,879 $4,286 Impact of Purchase Accounting 7 32 4 Adjusted Net Revenue $3,865 $3,911 $4,290 Cost to achieve operational initiatives include transformation efforts and restructuring. Restructuring costs include plant shutdown costs, severance, start-up and moving costs, among other things. Investments in global digital and IT systems to drive efficiency, speed and cost reductions. Transition costs are primarily made up of professional fees and other costs related to standing up the business, including rebranding. Represents foreign currency gains and losses as well as losses on hedges of balance sheet exposures that do not receive deferral accounting. During the second quarter of 2017 we recorded a $17.9 million adjustment to contingent consideration pursuant to the acquisition from Emerson During the twelve months ended December 31, 2018, we recorded $10.0 million of adjustments to contingent consideration related to the Energy Labs acquisition. During 2018 we recorded a $7.1 million charge to cost of sales and inventory related to discontinuation of a product line as a result of the Geist acquisition. Advisory fee to be paid to an affiliate of the Company, inclusive of $10.0 million associated with specific financing arrangements in the first quarter of 2017. Represents the non-cash effect of purchase accounting related to deferred revenue, adjustments to inventory, deferred revenue amortization, and rent expense. Represents a reserve for an on-going customer payment dispute related to a large project completed in the Americas. Represents the reserve for a specific, large warranty claim associated with product primarily shipped pre-acquisition. Represents stock based compensation and includes cash bonuses paid in lieu of stock-based compensation and other nonrecurring bonus payments. Primarily non-recurring costs (primarily fees) in connection with the Transaction. REVENUE RECONCILIATION Revenue and Operating Profit Reconciliation COMMENTARY OPERATING PROFIT RECONCILIATION Source: Company filings and Management estimates

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($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $495 $483 $442 $488 $1,909 $507 $546 $564 $562 $2,180 $564 $581 $551 $1,696 APAC 302 289 289 362 1,242 278 348 349 372 1,347 281 352 353 986 EMEA 233 236 201 255 925 212 231 213 283 938 249 247 218 714 Eliminations (46) (42) (33) (44) (165) (45) (38) (47) (45) (175) (39) (45) (51) (135) Total $984 $965 $899 $1,062 $3,911 $952 $1,087 $1,078 $1,173 $4,290 $1,055 $1,135 $1,071 $3,261 Adjusted Net Revenue Quarterly Trends By Region Source: Management estimates ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $111 $131 $105 $129 $476 $107 $139 $126 $124 $495 $125 $136 $120 $381 APAC 31 38 43 47 159 33 48 50 59 191 35 54 57 145 EMEA 34 34 23 35 125 15 23 23 49 109 32 28 30 91 Eliminations (44) (80) (67) (67) (259) (71) (76) (72) (75) (294) (82) (72) (71) (224) Total $132 $122 $104 $143 $500 $84 $134 $128 $157 $502 $110 $147 $136 $393 Adjusted EBITDA Adjusted net revenue calculated as GAAP net revenue plus impact of purchase accounting of $32M in 2017, $4M in 2018, and $2M in 2019 Adjusted EBITDA net of adjustments of $242M in 2017 and $267M in 2018, including costs for operational initiatives and Digital project Adjusted net revenue trends by region reflective of normal quarterly variations inherent in business due to timing of larger projects Global Business Unit, IT & Corporate costs include centralized global engineering and IT expenses in addition to Corporate overhead Relatively flat adjusted EBITDA from 2017 to 2018 driven by strategic SG&A investment (~$100mm) and negative impact of material / freight inflation COMMENTARY

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($M | FYE 12/31) 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 Americas (4)% 2% 15% 10% 6%) 12% 7% (1)% APAC (13)% 18% 23% 7% 8)% 7% 5% 4% EMEA (24)% (9) % 9% 16% (2)% 31% 12% 2% Total (11)% 4% 16% 10% 5%) 15% 7% 1% 2-year stacked growth (2)% 3% -2% 27% 6%) 4% 12% 17% Organic Trade Sales y/y growth Organic Trade Sales Growth By Region Source: Management estimates Organic trade sales adjusted for incremental sales from acquisitions, negative impact from changes in foreign currency exchange rates and changes in purchase accounting Foreign currency exchange rates impact primarily APAC and EMEA with three largest exposed currencies the EUR, RMB and INR 2018 organic trade sales growth adjusted by $195M for Energy Labs and Geist acquisitions. Foreign currency exchange negligible. No adjustment for 2019 organic trade sales for acquisitions. Approximately $85M adjustment for first nine months for foreign exchange. COMMENTARY

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($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $485 $477 $439 $487 $1,887 $506 $545 $563 $561 $2,176 $564 $580 $551 $1,695 APAC 300 289 289 362 1,240 278 348 349 372 1,347 281 352 353 986 EMEA 230 233 200 255 918 212 231 213 283 938 249 247 218 714 Eliminations (46) (42) (33) (44) (165) (45) (38) (47) (45) (175) (39) (45) (51) (135) Total $969 $957 $894 $1,060 $3,879 $951 $1,086 $1,077 $1,172 $4,286 $1,055 $1,134 $1,071 $3,260 GAAP Net Revenue Adjusted Net Revenue Reconciliation Source: Management estimates ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $10 $7 $4 $2 $22 $1 $1 $1 $1 $4 $1 $1 $1 $2 APAC 2 0 0 0 3 - - - - - - - - - EMEA 4 2 1 0 7 - - - - - - - - - Eliminations - - - - - - - - - - - - - - Total $16 $9 $5 $2 $32 $1 $1 $1 $1 $4 $1 $1 $1 $2 Impact of Purchase Accounting ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $495 $483 $442 $488 $1,909 $507 $546 $564 $562 $2,180 $564 $581 $551 $1,696 APAC 302 289 289 362 1,242 278 348 349 372 1,347 281 352 353 986 EMEA 233 236 201 255 925 212 231 213 283 938 249 247 218 714 Eliminations (46) (42) (33) (44) (165) (45) (38) (47) (45) (175) (39) (45) (51) (135) Total $984 $965 $899 $1,062 $3,911 $952 $1,087 $1,078 $1,173 $4,290 $1,055 $1,135 $1,071 $3,261 Adjusted Net Revenue

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($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $69 $54 $24 $29 $176 $32 $34 $32 $32 $131 $31 $31 $30 $91 APAC 38 11 6 9 64 10 10 9 9 38 9 9 9 27 EMEA 12 10 7 11 40 10 10 9 7 36 6 6 6 18 Global Business Unit, IT & Corporate 2 2 2 2 7 3 3 3 4 13 4 5 7 16 Total $121 $78 $38 $50 $287 $55 $57 $54 $52 $217 $50 $51 $51 $152 ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $37 $55 $76 $74 $242 $61 $91 $70 $79 $301 $87 $101 $82 $271 APAC (9) 12 33 29 64 17 37 39 44 137 20 46 50 117 EMEA 11 12 0 23 45 (5) 11 7 17 30 21 17 20 57 Corporate and Other (100) (73) (96) (110) (379) (111) (130) (121) (86) (449) (106) (88) (92) (286) Earnings (Loss) Before Interest and Tax $(61) $5 $13 $16 $(28) $(39) $9 $(5) $54 $19 $22 $76 $60 $158 Earnings From Continuing Operations Before Income Taxes Adjusted EBITDA Reconciliation Depreciation & Amortization Source: Management estimates

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Adjusted EBITDA Reconciliation (Cont.) EBITDA Adjustments ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $6 $22 $6 $25 $59 $14 $13 $24 $13 $64 $7 $4 $8 $19 APAC 2 14 5 9 30 6 2 2 7 17 5 (1) (2) 2 EMEA 11 12 16 1 39 10 2 7 24 44 6 6 5 16 Global Business Unit, IT & Corporate 54 (8) 27 41 113 38 51 46 7 142 21 11 14 46 Total $72 $40 $53 $76 $241 $68 $69 $79 $51 $267 $39 $20 $25 $83 Adjusted EBITDA ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $111 $131 $105 $129 $476 $107 $139 $126 $124 $495 $125 $136 $120 $381 APAC 31 38 43 47 159 33 48 50 59 191 35 54 57 145 EMEA 34 34 23 35 125 15 23 23 49 109 32 28 30 91 Global Business Unit, IT & Corporate (44) (80) (67) (67) (259) (71) (76) (72) (75) (294) (82) (72) (71) (224) Total $132 $122 $104 $143 $500 $84 $134 $128 $157 $502 $110 $147 $136 $393 Source: Management estimates

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Additional Company background

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Vertiv Offering Capabilities Project, Maintenance & Performance Services for Data Center, Communication & Industrial Markets PREVENTIVE MAINTENANCE PERFORMANCE OPTIMIZATION PROJECT SERVICES SOFTWARE & MONITORING Services and software: NetSureTM AC POWER UPS POWER DISTRIBUTION BATTERY MONITORING IN-RACK POWER DISTRIBUTION UNITS DC POWER SOLUTIONS Power Management: Thermal management: PERIMETER COOLING IN-ROW COOLING SMARTAISLETM FREECOOLING CHILLERS EVAPORATIVE FREECOOLING ICOMTM CONTROLS IT Edge infrastructure and solutions (& IT management): HIGH PERFORMANCE KVM Rack PDU Rack Rack UPS DESKTOP SECURE KVM AND KM CABINET ROW AISLE MODULAR Modular solutions:

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Well Positioned: #1 in Most End-Markets Served Targeted Portfolio of Products & Services AC Power (20%) DC Power (10%) Thermal (20%) Medium & Large Uninterruptible Power Systems (UPS) Industrial-Grade UPS AC power distribution systems 12V to 400V DC Power systems Custom DC UPS systems along with DC battery chargers and distribution Perimeter cooling Air Handling & Chiller: Large systems located outside the data room that provide climate control (13)% 1P UPS Row / Rack cooling Rack PDUs Racks Integrated edge solutions (30)% Diverse array of services meant to handle ongoing customer equipment and product needs Maintenance, project and training services Critical infrastructure software Description Select offerings Overlay of Software Solutions Across Offerings Market position NetSure Vertiv Brands Integrated Solutions Liebert iCOM Liebert CRV Liebert DSE Package System NetSure 5000 NetSure 8000 Liebert EXM Liebert EXL S1 Liebert FPC Preventive Maintenance Performance Optimization Project Services Liebert DS Racks Large UPS #2 #1 #2 #1 #1 Liebert GXT Software & Monitoring IT Mgmt (7%) #1 KVM & Serial Console IT and infrastructure management solutions IT Software Vertiv sales Critical infrastructure & solutions It & edge infrastructure services Source: Management estimates and company information Note: Percentages represent breakdown by FY2018 sales. Market position based on management estimates for respective markets.

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Vertiv Timeline Combining the Entrepreneurial Spirit Of a Startup With the Resources and Reach of an Established Leader 1965 1987 2000 2001 2009 2006 2004 2010 2016 2018 Liebert Corporation was formed as industry’s first manufacturer of computer room air conditioning (CRAC) Emerson acquires Liebert® Corporation – pioneer in thermal management, power protection for IT systems Emerson forms Network Power (ENP) business – integrates critical infrastructure technologies under single brand ENP increases presence in Asia – purchase of Avansys and forms ENP India ENP acquires Avocent – provider of service processor and data center management software and KVM solutions ENP acquires Germany- based Knürr AG – leading provider of enclosure systems ENP acquires Marconi outside plant and power system – expanding telecom industry solutions ENP acquires Chloride® – customized power solutions for industrial applications Vertiv makes its first three acquisitions, Energy Labs, a U.S.-based manufacturer of custom air handling systems, Geist, a leading manufacturer of rack power distribution units and MEMS, an EMEA -based business specializing in generator maintenance 2017 Vertiv launches as stand-alone business building on the success of Emerson’s past while expanding capabilities and commitment to support the mission of designing, building and servicing mission-critical technologies that drive possibility for our customers Vertiv sells the ASCO® Power business as it continues to sharpen its focus on the digital infrastructure space

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Leading Full-Service Provider of Critical Infrastructure Solutions Go-to-Market Approach - “In-Region For-Region” Vertiv has a significant global manufacturing and service presence enabling intimate customer engagement Americas 2018A sales: $2.2B 6 Customer experience centers/ labs 140+ Service centers ~130 Sales and service locations 8 Manufacturing and assembly locations Asia Pacific 2018A sales: $1.3B 5 Customer experience centers/ labs 60+ Service centers ~90 Sales and service locations 6 Manufacturing and assembly locations Strategically positioned to grow alongside global customers Always being present locally to provide on-the-ground 24/7 support Diverse geographic presence mitigates country-risk and presence across 130+ countries enhances stability In-region manufacturing expertise amplifies customer centric approach to the market Ability to source locally across the globe decreases response times and improves competitiveness Local presence and intimate engagement in China for over 25 years EMEA 2018A sales: $0.9B 6 Customer experience centers/ labs 70+ Service centers ~95 Sales and service locations 5 Manufacturing and assembly locations Source: Company information

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Data Center Customers Are Migrating to More Agile Architectures EXPERTISE ECOSYSTEMS AGILITY COLLABORATION FLEXIBILITY MODULARITY SPEED BUILD CAPACITY TO MATCH DEMAND Power Skids Modular Enclosures Walk-In Enclosures Customer needs Vertiv principles Vertiv solutions Vertiv’s value proposition is aligned with our customer needs

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Communications (Telecom) End Market Applications 1 AC Power 7 Paralleling Switchgear 2 Power Distribution Units 8 Surge Protection 3 Racks & Integrated Cabinets 9 Power Quality Metering 4 Load Banks 10 Infrastructure Management & Monitoring 5 Critical Power Management System 11 DC Power 6 Automatic Transfer Switch 12 Thermal Management 13 Fire Pump Controller 14 Project Services 1 Infrastructure Management & Monitoring 4 Power Transfer Switch / Load Centre 2 Surge Protection 5 DC Power 3 Load Banks 6 High Efficiency DC Power 7 Thermal Management 8 Outside Plant Enclosure 9 Project Services VERTIV Offerings: AC Power DC Power Critical Power Systems Project Services Telecom Core Telecom Access

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What is Edge? Applications That Require Moving Processing and Storage Closer to the Customer 1 2 3 Traditional - Cloud / Data center Local - Aggregation sites - Metro data centers Edge - Rooms / Building 1 2 3 Data Intensive Restricted Connectivity Smart Cities / Factories / Home & Building HD Content Distribution High-Performance Computing Virtual Reality Machine to Machine Smart Security Smart Grid Low-Latency Content Dist. Arbitrage Market Real-time Analytics Defense Force Simulation Human-Latency Sensitive Web Site Optimization Augmented Reality Smart Retail Natural Language Processing Life Critical Digital Health Connected/Autonomous Cars Drones Smart Transportation Autonomous Robots Use cases architecture

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Commercial and Industrial End Market Applications Vital applications across Commercial & Industrial markets with the following characteristics: Part of a connected network Ensure business continuity Significant societal and economic impact if interrupted Serve key safety, security and regulatory needs OVERVIEW RAILROAD MANUFACTURING POWER-GEN Customer intimacy across the globe Ability to adhere to strict rail requirements Provide overall commissioning and predictive testing for customers Use advanced technologies across manufacturing operations to define and document control measures Lithium-ion battery storage systems Advanced virtual power plant services for critical infrastructure Reasons we serve this market: Utilizes existing power and thermal offerings Utilizes skill sets from our service organization Diversifies and exposes us to additional vital applications in growing markets HEALTHCARE OEM applications as well as facility-wide solutions Ability to provide customized solutions Illustrative layout:

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Announcement Call Presentation December 2019 Exhibit 99.3

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Disclaimer Forward-looking statements This presentation contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the PIPE Investment, the level of redemption by GSAH’s public stockholders and purchase price adjustments in connection with the Business Combination, the timing of the completion of the Business Combination, the anticipated pro forma enterprise value and Adjusted EBITDA of the combined company following the Business Combination, anticipated ownership percentages of the combined company’s stockholders following the potential transaction, and the business strategy, plans and objectives of management for future operations, including as they relate to the potential Business Combination. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this presentation, words such as “pro forma,” “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. When GSAH discusses its strategies or plans, including as they relate to the Business Combination, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, GSAH’s management. These forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside GSAH’s and Vertiv’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) GSAH’s ability to complete the Business Combination or, if GSAH does not complete the Business Combination, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the Business Combination, including with respect to the approval of the stockholders of GSAH; (3) the ability to maintain the listing of the combined company’s securities on the New York Stock Exchange; (4) the inability to complete the PIPE Investment; (5) the risk that the Business Combination disrupts current plans and operations of GSAH or Vertiv as a result of the announcement and consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Business Combination; (9) the possibility that Vertiv and GSAH may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against GSAH, Vertiv or any of their respective directors or officers following the announcement of the Business Combination; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the preliminary proxy statement of GSAH related to the Business Combination, including those under “Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by GSAH. You are cautioned not to place undue reliance upon any forward-looking statements. Forward-looking statements included in this presentation speak only as of the date of this presentation. Neither GSAH nor Vertiv undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date hereof. Additional risks and uncertainties are identified and discussed in GSAH’s reports filed with the SEC and available at the SEC’s website at www.sec.ov. This investor presentation (the “presentation”) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of GS Acquisition Holdings Corp (“GSAH”) or Vertiv Holdings, LLC (“Vertiv”) or any of their respective affiliates. The presentation has been prepared to assist parties in making their own evaluation with respect to the proposed transactions (the “Business Combination”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), by and among the GSAH, Crew Merger Sub I LLC, Crew Merger Sub II LLC, Vertiv and VPE Holdings, LLC and for no other purpose. It is not intended to form the basis of any investment decision or any other decisions with respect of the Business Combination. INVESTOR ROADSHOW No Representation or Warranty No representation or warranty, express or implied, is or will be given by GSAH or Vertiv or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the Business Combination, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. This presentation does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to GSAH, and does not constitute investment, tax or legal advice. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. GSAH and Vertiv disclaim any duty to update the information contained in this presentation. Any and all trademarks and trade names referred to in this presentation are the property of their respective owners. No Offer or Solicitation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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Disclaimer (Cont’d) Use of Projections This presentation contains financial forecasts. Neither GSAH’s nor Vertiv’s independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of GSAH’s or Vertiv’s control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of GSAH, Vertiv or the combined company after the Business Combination or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in which Vertiv competes and other industry data. We obtained this information and statistics from third-party sources, including reports by market research firms and company filings. Being in receipt of the presentation you agree you may be restricted from dealing in (or encouraging others to deal in) price sensitive securities. Non-GAAP Financial Matters This presentation includes certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Conversion, Adjusted Revenue, and Adjusted Operating Income that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. GSAH and Vertiv believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and “Additional Financial Information” beginning on slide 38 of the Appendix for a description of these non-GAAP financial measures and reconciliations of such non-GAAP financial measures to the most comparable GAAP amounts. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Other Transactions In the second half of 2018, Goldman Sachs and JPMorgan were retained by Vertiv to advise in connection with potential strategic alternatives including an initial public offering or sale. Vertiv ultimately decided to defer consideration of strategic alternatives to a later date. Additional Information GSAH intends to file with the SEC a preliminary proxy statement in connection with the Business Combination and will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the Business Combination and the other matters to be voted upon at a meeting of stockholders to be held to approve the Business Combination and other matters (the “Special Meeting”) and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. GSAH stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with GSAH’s solicitation of proxies for the Special Meeting because the proxy statement will contain important information about the Business Combination. When available, the definitive proxy statement will be mailed to GSAH stockholders as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the Special Meeting. GSAH stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to ir@Vertiv.com Participants in the Solicitation GSAH and its directors and officers may be deemed participants in the solicitation of proxies of GSAH stockholders in connection with the Business Combination. GSAH stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of GSAH in GSAH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 13, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to GSAH stockholders in connection with the Business Combination and other matters to be voted upon at the Special Meeting will be set forth in the proxy statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement that the GSAH intends to file with the SEC.

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Why We Believe Vertiv is a Good Investment Great position in a good industry Significant potential upside in growth and margins Multiple potential levers to create value Vertiv is where Honeywell was after David Cote’s first 2-3 years Great start, lots of upside Leading franchises, full service / end-to-end offerings and high recurring mix Positioned well by transformation to date Focused on “customer first” growth and process Right team in place Investments in market knowledge, right-sizing, and ERP Delivering on commitments Healthy pro-forma balance sheet Solid organic growth outlook Targeting ~1.5x¹ market growth Increase R&D and sales coverage Globalization Attractive acquisition landscape Successful track record Significant pipeline Supportive balance sheet and cash flow Significant potential for margin expansion Peers, on average, have >500 bps higher margin than Vertiv Multiple self-help levers: G&A leverage Service growth Pricing / portfolio Operations Well-structured transaction Healthy pro-forma balance sheet Attractive discount vs. peers Strong performance in a slowdown Robust Data drivers / End-market growth Less cyclical than typical industrial Significant self-help opportunities Potential margin upside vs. peers; David’s playbook Strong free cash flow conversion Deleveraging to boost FCF conversion Further improvement from potential debt re-pricing and tax reorganization Deep acquisition pipeline Leading global player WELL POSITIONED UPSIDE POTENTIAL COMPELLING RISK REWARD A lot better than it was… and lots of upside Same position Honeywell was in after first 2-3 years Source: Management estimates Note: 1 Represents estimated market growth rate between 2019 – 2021.

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Vertiv at a Glance SALES $4.3B EMPLOYEES ~19,700 CUSTOMERS 25+ year relationships; Top 50 customers represent ~35% of revenue MANUFACTURING SITES 19 SERVICE CENTERS 270+ globally REACH 130+ countries Broad range of power, thermal and infrastructure management and service offerings Global, well-established footprint and supply-chain network Vital applications in data centers, communications and commercial & industrial end markets Communications20% Commercial and Industrial10% Data Centers70% Pure-Play Full Service Provider of Digital Critical Infrastructure Solutions portfolio segment market Source: Company information Note: Based on 2018 sales, market breakdown rounded to nearest 5%, and employee count as of 30-Sept-2019

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Vertiv Offerings in the Data Center Thermal Management: Air Handlers & Chillers Thermal Management Power Management: UPS Systems Thermal Management: Condensers Integrated Solutions IT & Edge Infrastructure: Racks & Access Control Hardware Services: Monitoring Control & Management Project Services Power Management: Power Distribution Comprehensive Product Portfolio

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Market size: ~$8B Market size: ~$3B Market size: ~$7B Market size: ~$11B #1 in large UPS A leading portfolio of AC and DC power solutions Full suite of energy storage and alternative energy products Longstanding trusted brands Robust line of energy efficient and reliable solutions Ability to address wide range of customer needs – rack to room Strategically positioned to win in growing air handler market Highly efficient evaporative technology Ability to provide cutting-edge, integrated modular solutions Experience in providing edge solutions to telecom customers Opportunity to capture share within the channel business A leading global provider of full lifecycle solutions Strong installed base with a high renewal rate Robust capture rate Growing performance-based and value-added services Well Positioned: #1 in Most End-Markets Served Leading provider of innovative power, thermal and IT infrastructure solutions and services for digital critical infrastructure Focus is a Competitive Advantage Power management thermal management IT and Edge infrastructure and solutions (& it management) Services & software solutions Source: Management estimates Note: Market share data as of 31-Dec-2018 (may not tie to sales figures due to segmentation differences with reporting structure).

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Multiple Levers of Value Creation Strong underlying growth trends within key markets Recurring service and product sales with a growing installed base Entrenched, long-standing relationships with a diverse customer base Investments in organic and inorganic activities and capital deployment upside 1 3 4 5 WELL POSITIONED Great position in a good industry UPSIDE POTENTIAL Significant upside in growth and margins COMPELLING RISK REWARD Multiple levers to create value A leading provider of innovative power, thermal and IT infrastructure solutions and services 2 Above market growth and margin expansion forecasted 6 Attractive valuation discount compared to peers 7 8 Appropriate capital structure Growth strategies enabled by strong underlying business fundamentals Experienced management team with a strong track record of execution 9

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Data Boom: Key Driver of End-Market Growth Increased Digitization, Multiple Device Connection Adoption, and IoT Video Streaming IoT / Database / Analytics Social Networking Consumer Apps ERP & Business Apps Computing Collaboration 11.6 ZB 20.6 ZB CAGR: 21% Annual global data center IP traffic is projected to reach 20.6 Zettabytes (ZB) by the end of 2021 INTERNET OF THINGS 75 Billion Devices expected to be in use by 2025, up from 23 billion in 2018 MOBILITY / SOCIAL 6 Billion Expected mobile subscribers by 2020, up from 5 billion in 2018 POWER CONSUMPTION 198 TWh Demanded by data centers in 2018 with traffic expected to increase 80% and workloads expected to increase 50% from 2018-2021 DATA EXPLOSION 90% Created within last two years 175 ZB Expected to be created by 2025, up from 33 ZB in 2018 SOPHISTICATION Differentiated Experience “Engage me everywhere” “Meet my expectations” “Know me” “Wow me” “Understand and reward me” 1 applications Secular trends Estimated Data center ip traffic growth (Estimated) Source: Cisco Global Cloud Index, IEA Org, Forbes Media, Statista, IHS Markit and GSM Association

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Data Centers Communications Commercial & Industrial Power, Thermal, Service Revenue growth (’18A-’20E CAGR)¹ 3.3% (0.7)% 3.4% 2.9% 1.2% Adj. EBITDA growth¹ (’18A-’20E CAGR) 8.8% 2.1% 2.7% 3.9% 1.8% Adj. EBITDA margin¹ (’20E) 13.0% 19.0% 22.7% 17.1% 18.0% Leading Global Player Comprehensive portfolio offering with strong product capabilities that serve each submarket. Competitors have consistently earned margins that are ~500bps higher than Vertiv. This transaction positions Vertiv to enhance margins over time. Vertiv has developed a focused portfolio of product and service solutions targeted towards key, high growth end markets Focus is a Competitive Advantage 2 Source: Management estimates, company filings, Bloomberg and IBES median estimates as of 25-Nov-2019. Note: ¹ See “Non-GAAP Financial Measures” and “Additional Financial Information” beginning on slide 38 of the Appendix.

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Recurring revenue through replacement cycles and ongoing maintenance increases stability REPLACEMENT & EXPANSION IT & Edge Infrastructure and smaller scale power and thermal replacement and capacity expansion orders MAINTENANCE Ongoing maintenance to ensure business critical infrastructure continues to operate efficiently, safely and reliably Flow & Recurring Based Revenue LARGE SCALE DEPLOYMENT Initial large power, thermal and solutions build-out projects STARTUP & PERFORMANCE SERVICES Services to ensure correct installation Assurance testing to identify and correct problems Project Based Revenue Highly Recurring and Visible Revenues Total sales: $4.3B $1.6 $1.0 $1.4 $0.3 3 ~60% ~40% Growing Installed Base Source: Management, Based on 2018 sales

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Entrenched, Long-Standing Customer Relationships Highly diversified customer base with the top 50 customers representing ~35% of total sales in 2018 Customers span a wide array of industries and verticals Winning in the colocation and hyperscale markets with key players Deep relationships with key customers spanning multiple decades Top 10 20% 11 – 25 10% 26 – 50 5% Rest 65% Customer breakdown 2018A Sales: $4.3B Data Center Communications Average tenure: ~15 years Average tenure: ~15 years Average tenure: ~25 years Converged 4 Overview Long standing relationships with our customers Average Tenure and Breadth of Relationships Evidence Vertiv’s Leading Position Source: Management estimates; Note: Average tenure based on median length of relationship for all companies shown

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Upside Potential: Improving Growth & Margins Organic Growth Pricing focus has just begun Increasing focus on new product development Service growth – expanded capabilities and reach Software capability just beginning Continued sales coverage growth Edge and white space Inorganic Growth Fragmented industry with opportunities for bolt-on M&A Product extensions / adjacencies Technologies applicable in other market such as energy storage Growth in white space Additional service and solutions Track record of execution and integration Strong existing pipeline of potential targets Opportunities as Pure-Play Competitor Enhance Acquisition Process INORGANIC VALUE CREATION TOP LINE GROWTH 5 STRONG FREE CASH FLOW CONVERSION Margin Rate Continued expansion into higher margin product categories Implement Vertiv operating system Core / non-core analysis Lots of free plant capacity Functional transformation for SG&A Grow sales and hold fixed costs constant Continued globalization of product offering Free Cash Flow¹ Comfortable debt / cash flow at close Low capital expenditure needs Digital Transformation projects largely complete Opportunities for further improvement, ie: Potential debt refinancing Working capital Tax Currently ~500bps Below Average of Peers Capital Deployment Upside MARGIN EXPANSION Note: ¹ See “Non-GAAP Financial Measures” and slide 24 “Financial Summary – Free Cash Flow”.

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Summary Projected Financials Attractive Growth Profile % GAAP Growth % Margin % Margin % Conv. 6 Historical & Projected Adj. revenue ($M) & % Growth1 HISTORICAL & PROJECTED ADJ. EBITDA ($M) & % MARGIN¹ Adj. OPERATING INCOME ($M) & % MARGIN¹,3 Adj. EBITDA less CAPEX ($M) & % Sales¹,5 4 % Org. Growth2 Source: Management estimates Note: ¹ See “Non-GAAP Financial Measures” and “Additional Financial Information” beginning on slide 38 of the Appendix. 2 Delta between reported growth and organic growth removes FX impact as determined by management and the impact of acquisitions. 3 Excludes amortization of acquired intangibles. 4 2016 capex based on September FYE. 5 Adjustments in years 2018, 2019, and 2020 for one-time digital transformation and operational initiatives capex items. % conversion based on core capex.

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Appropriate Capital Structure at Close Increased Flexibility with Opportunities for Further Improvement 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 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 7 Illustrative pro-forma capitalization¹ Net leverage BASED on 2019E Adjusted EBITDA summary 3 Source: Company information, management estimates 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. ¹ 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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We Believe Valuation is Attractive… Discount to Peers Attractive entry point with a deal valuation comparatively at discount to peers Large and growing addressable market with secular industry tailwinds Potential for value creation driven by Organic and inorganic growth Margin expansion Focus on free cash flow Experienced management team with a strong track record of execution 8 2019 ev/ebitda 2020 ev/ebitda Source: Vertiv EBITDA per management estimates, peers per IBES median estimates; market data as of 6-Dec-2019 Note: See “Non-GAAP Financial Measures” and “Additional Financial Information” beginning on slide 38 of the Appendix. Vertiv multiples based on enterprise value at listing of $5.3bn. All data based on USD.

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Good capital structure and free cash flow Why We Believe Vertiv is a Good Investment Great position in a good industry Sales and margin growth upside Same position Honeywell was in after first 2-3 years Priced right

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Additional financial information

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Transaction Overview Summary of proposed terms of transaction and Timing Transaction Structure GS Acquisition Holdings Corp (“GSAH”) proposes to enter into a business combination with Vertiv Holdings, LLC through a reverse subsidiary merger Following the merger, GSAH will be renamed Vertiv Holdings Co Expected to close after the receipt of shareholder approval and customary regulatory approvals (currently estimated to occur in the first quarter of 2020) Valuation Transaction valued at a pro-forma enterprise value of approximately $5.3 billion (8.9x 2020E Adj. EBITDA of $595 million)¹ Capital Structure Transaction expected to be funded through a combination of $705 million cash held in trust and $1.2 billion of PIPE proceeds Pro-forma net leverage of ~3.6x based on 2019E Adj. EBITDA2 Expect to initiate annual dividend of $0.01 / share Change to Shareholder Ownership In the transaction, existing Vertiv shareholders are expected to roll ~75% of existing equity stake and will hold ~38% of the combined business at closing Public equity holders of GSAH are expected to own ~20% of the combined business at closing PIPE Investors are expected to own ~37% of the combined business at closing3 Sponsors are expected to own ~5% of the combined business at closing Sponsor shares will be subject to a 1 year equity lock-up, terminated only under certain conditions4 Note: 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. 1 Reflects enterprise value at listing at valuation of $10.00 / share. Additional cash consideration to be paid to Vertiv over time pursuant to the TRA. 2 See "Non-GAAP Financial Measures" and “Additional Financial Information” beginning on slide 38 of the Appendix. 3 Includes the GSAH Founder Related PIPE Investors as described on Slide 4 of detailed investor presentation 4 On the earlier of one year after the completion of initial business combination and subsequent to initial business combination, if the last reported sale price of Class A common stock equals or exceeds $12.00 / share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or the date following the completion of our initial business combination on which GSAH completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their shares of Class A common stock for cash, securities or other property, and in the case of the private placement warrants and the respective shares of Class A common stock underlying such warrants, 30 days after the completion of its initial business combination.

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Proposed Transaction Terms (USD in Millions, Except per Share Data) Sources Uses Transaction sources & uses Implied pro-forma firm value Pro-forma ownership¹ ~ ~ ~ ~ Source: Management estimates 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. 2

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Cost to achieve operational initiatives include transformation efforts and restructuring. Restructuring costs include plant shutdown costs, severance, start-up and moving costs, among other things. Investments in global digital and IT systems to drive efficiency, speed and cost reductions. Transition costs are primarily made up of professional fees and other costs related to standing up the business, including rebranding. Represents foreign currency gains and losses as well as losses on hedges of balance sheet exposures that do not receive deferral accounting. During the second quarter of 2017 we recorded a $17.9 million adjustment to contingent consideration pursuant to the acquisition from Emerson. During the twelve months ended December 31, 2018, we recorded $10.0 million of adjustments to contingent consideration related to the Energy Labs acquisition. During 2018 we recorded a $7.1 million charge to cost of sales and inventory related to discontinuation of a product line as a result of the Geist acquisition. Advisory fee to be paid to an affiliate of the Company, inclusive of $10.0 million associated with specific financing arrangements in the first quarter of 2017. Represents the non-cash effect of purchase accounting related to deferred revenue, adjustments to inventory, deferred revenue amortization, and rent expense. Represents a reserve for an on-going customer payment dispute related to a large project completed in the Americas. Represents the reserve for a specific, large warranty claim associated with product primarily shipped pre-acquisition. Represents stock based compensation and includes cash bonuses paid in lieu of stock-based compensation and other nonrecurring bonus payments. Non-recurring costs (primarily fees) in connection with the separation from Emerson. Goodwill impairment was largely attributable to the Europe, Middle East & Africa business and was recorded in the quarter ended June 30, 2016. EBITDA RECONCILIATION ($M | FYE 12/31) 2016 2017 2018 Loss from continuing operations $(109) $(387) $(321) Interest expense 25 379 289 Income tax expense (benefit) 141 19 50 Depreciation and amortization 172 287 217 EBITDA 229 259 $235 Cost to achieve operational initiatives (a) 10 84 100 Digital project implementation costs (b) - 7 76 Transition costs (c) 23 104 71 Foreign currency (gains) / losses (d) 5 11 (5) Contingent consideration (e) - (18) (10) Acquisition costs (f) - - 7 Advisory fee (g) 1 19 5 Impact of purchase accounting (h) 52 33 6 Reserve for customer dispute (i) - - 7 Loss on asset disposals (6) 1 3 Reserve for warranty item (j) - - 9 Stock-based and special compensation (k) 16 - - Transaction costs (l) 85 - - Goodwill impairment (m) 57 - - Total adjustments $243 $241 $267 Adjusted EBITDA $472 $500 $502 EBITDA Reconciliation COMMENTARY Source: Company filings and Management estimates

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($M | FYE 12/31) 2016 2017 2018 Net Revenue $3,858 $3,879 $4,286 Cost of Sales (2,530) (2,567) (2,865) SG&A (1,061) (1,086) (1,224) Operating Profit 267 227 197 Cost to achieve operational initiatives (a) - 42 54 Digital project implementation costs (b) - 7 76 Transition costs (c) 23 106 68 Acquisition costs (f) - - 7 Advisory fee (g) 1 19 5 Impact of purchase accounting (h) 52 33 6 Reserve for customer dispute (i) - - 7 Reserve for warranty item (j) - - 9 Stock-based and special compensation (k) 16 - - Transaction costs (l) 85 - - Total adjustments 176 207 231 Adjusted Operating Profit $443 $433 $427 ($M | FYE 12/31) 2016 2017 2018 GAAP Net Revenue $3,858 $3,879 $4,286 Impact of Purchase Accounting 7 32 4 Adjusted Net Revenue $3,865 $3,911 $4,290 Cost to achieve operational initiatives include transformation efforts and restructuring. Restructuring costs include plant shutdown costs, severance, start-up and moving costs, among other things. Investments in global digital and IT systems to drive efficiency, speed and cost reductions. Transition costs are primarily made up of professional fees and other costs related to standing up the business, including rebranding. Represents foreign currency gains and losses as well as losses on hedges of balance sheet exposures that do not receive deferral accounting. During the second quarter of 2017 we recorded a $17.9 million adjustment to contingent consideration pursuant to the acquisition from Emerson During the twelve months ended December 31, 2018, we recorded $10.0 million of adjustments to contingent consideration related to the Energy Labs acquisition. During 2018 we recorded a $7.1 million charge to cost of sales and inventory related to discontinuation of a product line as a result of the Geist acquisition. Advisory fee to be paid to an affiliate of the Company, inclusive of $10.0 million associated with specific financing arrangements in the first quarter of 2017. Represents the non-cash effect of purchase accounting related to deferred revenue, adjustments to inventory, deferred revenue amortization, and rent expense. Represents a reserve for an on-going customer payment dispute related to a large project completed in the Americas. Represents the reserve for a specific, large warranty claim associated with product primarily shipped pre-acquisition. Represents stock based compensation and includes cash bonuses paid in lieu of stock-based compensation and other nonrecurring bonus payments. Primarily non-recurring costs (primarily fees) in connection with the Transaction. REVENUE RECONCILIATION Revenue and Operating Profit Reconciliation COMMENTARY OPERATING PROFIT RECONCILIATION Source: Company filings and Management estimates