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RELATED PARTY TRANSACTIONS
9 Months Ended 12 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Related Party Transactions [Abstract]    
RELATED PARTY TRANSACTIONS

(9) RELATED PARTY TRANSACTIONS

 

Services Agreement

 

The Company received certain corporate and advisory services from Platinum Equity Advisors, LLC (“Advisors”), and affiliates of Advisors. These services were provided pursuant to a corporate advisory services agreement (“the “CASA”) between Advisors and the Company. During the three months ended March 31, 2020, the Company recorded $0.5 in charges related to the CASA. This agreement was terminated on February 7, 2020.

 

During the three months ended March 31, 2020, the Company recorded $25.0 in charges relating to services performed in connection with the Business Combination. These charges were recorded as a reduction of the cash acquired from GSAH within additional paid-in capital.

 

Transactions with Affiliates of Advisors

 

The Company also purchased and sold goods in the ordinary course of business with affiliates of Advisors. For the three and nine months ended September 30, 2020 and 2019 purchases were $17.0, $40.3 and $13.8, $45.0, respectively.

Tax Receivable Agreement

 

On the Closing Date of the Business Combination, the Company entered into a Tax Receivable Agreement with Advisors. See Note 11 — Financial Instruments and Risk Management for additional information.

 

Changes to Capital

 

On August 17, 2020, the Company completed an underwritten secondary public offering of 23,000,000 shares of Class A common stock by VPE Holdings, LLC, the selling stockholder and an affiliate of Platinum Equity, LLC, pursuant to a registration statement filed with the Securities and Exchange Commission (File No. 333-236334), at a public offering price of $15.25 per share . The Offering involved the exercise in full by the underwriters of their option to purchase 3,000,000 additional shares of Class A common stock in the Offering. The Company did not sell any shares of Class A common stock in the Offering and did not receive any proceeds from the Offering.

(13) RELATED PARTY TRANSACTIONS

Transactions with Platinum Affiliates

The Company receives certain corporate and advisory services from Platinum Equity Advisors, LLC ("Advisors"), an affiliate of Platinum. These services are provided pursuant to a corporate advisory services agreement (the "CASA") between Advisors and the Company. During the year ended December 31, 2019 and 2018, the Company recorded $5.0 and $5.0, respectively, in charges related to the CASA which are included in selling, general and administrative expenses in the consolidated statements of earnings (loss).  Additionally, during the year ended December 31, 2019 and 2018, the Company recorded $0.4 and $0.9, respectively, in charges related to other legal and consulting services and $1.3 related to the Geist acquisition during the year ended December 31, 2018.

During the year ended December 31, 2017, the Company recorded $15.0 in charges related to the CASA which are included in selling, general and administrative expenses in the consolidated statements of earnings (loss). Additionally, total charges of $22.2 comprised of $12.5,  $4.3,  $1.4, and $4.0 in transaction and financing fees incurred relating to the sale of the Company’s critical power business, financing fees on the net proceeds received from the 2022 Notes, the purchase of Energy Labs, Inc. during 2017, and fees and expense reimbursement. The $12.5 of transaction and financing fees are included in other deductions, net, while the remaining fees are included in selling, general and administrative expenses.  During 2017, Holdings LLC paid cash dividends to JV Holdings of $1,024.0 and Platinum purchased and sold $50.0 of the 2022 notes.

The Company also purchases and sells goods in the ordinary course of business with Platinum affiliates.  A summary of the Company’s purchases and sales of goods or services with affiliates of Platinum is as follows:

 

 

 

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

    

December 31,

 

 

2019

 

2018

 

2017

Sales to Platinum affiliates

 

$

0.4

 

$

0.2

 

$

 —

Purchases from Platinum affiliates

 

 

65.0

 

 

56.6

 

 

5.0

 

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

 

 

2019

 

2018

Accounts payable

 

$

2.4

 

$

0.5

 

Transactions with Emerson

On November 30, 2016 the Company and Emerson entered into a transition services agreement (the “Transition

Services Agreement”), pursuant to which Emerson or its affiliates provide certain transitional services to the Company, including administrative services and IT services. The term of the Transition Services Agreement began on November 30, 2016 and was scheduled to end on its twelve-month anniversary, unless otherwise agreed to with respect to an applicable service. Certain insignificant services continued during 2019. The Company may terminate any service provided to it for any reason upon 30‑90 days prior written notice. Generally, services are charged at a monthly cost, which varies depending on the service provided.

The Company also purchases and sells goods and services and leases office space in the ordinary course of business with affiliates of Emerson. The Company sold a building to Emerson during 2018 for approximately $2.8 and received indemnification payments from Emerson of approximately $16.3.

Related-party transactions are as follows:

 

 

 

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

    

December 31,

 

 

2019

 

2018

 

2017

Information technology services

 

$

0.3

 

$

1.4

 

$

19.9

Medical insurance

 

 

 —

 

 

 —

 

 

3.6

Other programs

 

 

 —

 

 

0.4

 

 

1.1

Shared service centers

 

 

 —

 

 

 —

 

 

13.5

General corporate costs

 

 

0.1

 

 

0.8

 

 

0.6

 

A summary of the Company’s purchases and sales of goods or services with affiliates of Emerson is as follows:

 

 

 

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

    

December 31,

 

 

2019

 

2018

 

2017

Sales to Emerson affiliates

 

$

3.1

 

$

3.8

 

$

5.2

Purchases from Emerson affiliates

 

 

33.8

 

 

32.0

 

 

42.8

Lease payments to Emerson affiliates

 

 

1.0

 

 

1.5

 

 

1.5

 

Related-party balances reported in the consolidated balance sheets include the following:

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

 

 

2019

 

2018

Receivables

 

$

0.5

 

$

0.6

Accounts payable

 

 

3.7

 

 

4.8