Acquisition

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition

ACQUISITION

On November 1, 2021, the Company, through its wholly-owned subsidiaries Vertiv Holdings Ireland DAC, a private company limited by shares incorporated in Ireland (the "Irish buyer") and Vertiv International Holding Corporation, an Ohio corporation (the “US Buyer” and together with the Irish Buyer, the “Buyers” and each a “Buyer”) acquired (the "Acquisition") the shares of E&I Engineering Ireland Limited, a private company limited by shares incorporated in Ireland, and Powerbar Gulf LLC ("E&I").

As of March 31, 2022 in conjunction with the E&I acquisition, there is $2.2 of contingent earnout related to their projected future results recorded in "Accrued expenses and other liabilities" in the Unaudited Condensed Consolidated Balance Sheets. For the three months ended March 31, 2022 the change in fair value of contingent consideration of $1.5 is included within "Other operating expense (income)" on the Unaudited Condensed Consolidated Statements of Earnings(Loss).

There were no material changes to the purchase price allocation for the three months ended March 31, 2022. The following is the preliminary purchase price allocation of assets acquired and liabilities assumed related to the Acquisition:

	Preliminary Allocation
Accounts receivable	$	87.7
Inventories	50.1
Other current assets	15.7
Property, plant and equipment	87.1
Goodwill	748.2
Other intangible assets	1,004.2
Other assets	10.4
Accounts payable	33.9
Accrued expenses and other liabilities	50.0
Deferred income taxes	129.8
Other long-term liabilities	24.3
Net assets acquired and liabilities assumed	$	1,765.4

Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized for E&I, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the Acquisition of E&I. The goodwill arising from the Acquisition is not expected to be deductible for tax purposes. As of March 31, 2022, goodwill of $273.4 and $474.8 has been allocated to the Americas and the Europe, Middle East and Africa segments, respectively.

The following table represents the definite lived intangible assets acquired, the preliminary fair values and respective useful lives:

	Useful Life	Preliminary Fair Value
Customer relationships	15 to 16 years	$	731.6
Developed technology	13 years	180.7
Trademarks	15 to 16 years	52.3
Backlog	1 year	39.6
Total intangible assets		$	1,004.2

The Company used the multi-period excess earnings method to value the customer relationship intangible assets and the relief from royalty method to value the developed technology intangible assets. The significant assumptions used to estimate the fair value of customer relationships included forecasted earnings before interest, taxes, and amortization, customer attrition rates and a discount rate. The significant assumptions used to estimate the fair value of developed technology included the forecasted revenues, royalty rates and a discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The estimated weighted-average useful lives was 14.2 years for finite lived intangible assets.

For the three months ended March 31, 2022, E&I net sales were $87.5 which are included in "Net sales" and operating losses of $16.8 were included in "Income (loss) before income taxes, net" on the Unaudited Condensed Consolidated Statement of Earnings (Loss).

Pro Forma Financial Information

In accordance with ASC 805 Business Combination, the following unaudited pro forma results of operations for the three months ended March 31, 2021 assumes the E&I acquisition was completed on January 1, 2020. The following pro forma results include adjustments to reflect acquisition related costs, additional interest expense and amortization of debt issuance costs, accounting policies applied to E&I after the business combination, amortization of intangibles associated with the acquisition and the effects of adjustments made to the carrying value of certain assets.

Unaudited proforma information	Three months ended March 31, 2021
Net sales	$	1,192.8
Net income (loss)	23.9

The unaudited pro forma results contain the following nonrecurring adjustments to give effect to pro forma events that are directly attributable to the transaction, factually supportable, and expected to have a continuing impact on the combined results. Proforma data may not be indicative of the results that would have been obtained had the acquisition occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. Additionally, the pro forma financial information does not reflect the costs which the company has incurred or may incur to integrate the acquired business.