XML 34 R19.htm IDEA: XBRL DOCUMENT v3.22.4
RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS
Services Agreement
Prior to the Business Combination, Vertiv 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 Vertiv. During the year ended December 31, 2020, the Company recorded $0.5 in charges related to the CASA. This agreement was terminated on February 7, 2020.
During the year ended December 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.
During the year ended December 31, 2020, the Company recorded $5.5 of cash related to a true-up of merger consideration in connection with the business combination.
Transactions with Affiliates of Advisors
The Company also purchased and sold goods in the ordinary course of business with affiliates of Advisors. For the year ended December 31, 2022, 2021, and 2020 purchases were $137.0, $98.0, and $64.3, respectively. For the year ended December 31, 2022 and 2021 sales were $146.0 and $86.9, respectively. There were an insignificant amount of sales in 2020 with affiliates of Advisors. Accounts payable to affiliates of Advisors were $3.8 and $3.9, respectively, as of December 31, 2022 and 2021. Accounts receivable from affiliates of Advisors were $33.3 and $42.9, respectively, as of December 31, 2022 and 2021.
Tax Receivable Agreement
On December 31, 2021, the Company and an affiliate of the Vertiv Stockholder agreed to amend and supplement the tax receivable agreement entered into by the Company and the Vertiv Stockholder on February 7, 2020, (the “Tax Receivable Agreement”) to replace the Company’s remaining payment obligations under the Tax Receivable Agreement with an obligation to pay $100.0 in cash in two equal installments. The first installment payment was scheduled to be on or before June 15, 2022 and the second payment was scheduled to be due on or before September 15, 2022. On June 15, 2022, the Company and the Vertiv Stockholder agreed to further amend the payment schedule under the Tax Receivable Agreement into three installment payments, wherein the first installment payment of $12.5 became due and was paid on June 15, 2022, the second installment of $12.5 became due and was paid on September 15, 2022, and the third installment of $75.0 became due and was paid on November 30, 2022. The Tax Receivable Agreement terminated on November 30, 2022 upon receipt of final payment.
For the years ended December 31, 2021 and 2020 the Company recorded $4.5 and $21.3 of accretion expense in “Interest expense, net”, respectively, in the Consolidated Statement of Earnings (Loss). An unrealized loss of $(3.2) was recorded in “Accumulated other comprehensive income” in the Consolidated Balance Sheet, related to the change in fair value of the tax receivable liability for the year ended December 31, 2021, respectively. Upon execution of the amended Tax Receivable Agreement on December 31, 2021, the Company reversed $4.1 previously recorded in “Accumulated other comprehensive income”, and recognized a gain of $59.2, recorded in “Gain on tax receivable agreement” in the Consolidated Statement of Earnings (Loss), for the difference between the amount accrued for this obligation in comparison to the amount at which the obligation will be settled.