Vertiv Completes Acquisition of UtilityInnovation Group

~$1.45 billion acquisition expected to expand Vertiv's addressable opportunity in power-constrained data centers 

UIG's proven team and proprietary technology add microgrid controls, onsite generation orchestration, microgrid-specific switchgear and behind-the-meter power architecture to Vertiv's portfolio

Extends Vertiv's power and cooling portfolio from grid interconnect to chip, independent of any single generation technology or supplier

Vertiv Holdings Co. (NYSE: VRT) ("Vertiv"), a global leader in critical digital infrastructure, announced its wholly-owned subsidiary, Vertiv Corporation, has completed its acquisition of Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group ("UIG") for approximately $1.45 billion in upfront cash. The transaction includes additional contingent consideration of up to $1.15 billion in cash based on achieving certain earnings before interest, taxes, depreciation and amortization ("EBITDA") targets over 12- and 24-month periods.

At the approximately $1.45 billion purchase price, the acquisition represents approximately 13x expected UIG 2027 EBITDA. The EBITDA multiple is anticipated to be significantly lower if the full earnout is paid. Vertiv expects the acquisition to be accretive to adjusted earnings per share in the first year following completion.

UIG is a leader in microgrid solutions, advanced power controls and behind-the-meter power architecture design for data centers. The acquisition extends Vertiv upstream to the grid interconnect, adding microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture. These capabilities are expected to help data center operators secure power faster as grid constraints increasingly limit AI infrastructure deployment.

"We are pleased to welcome the UIG team to Vertiv," said Vertiv CEO Giordano Albertazzi. "As AI data center operators work to accelerate deployment in an increasingly power-constrained environment, access to power has become a critical competitive advantage. With UIG now part of Vertiv, we can extend our capabilities upstream to the utility interconnect and onsite power sources, creating a coordinated solution, from behind-the-meter power generation to chip, that helps customers achieve faster time to power without tying them to a single generation technology or supplier."

The Vertiv and UIG combination is expected to give customers greater flexibility in how they source, manage and scale power as data center requirements evolve by:

• Accelerating access to power to ease or eliminate dependence on utility interconnection timelines,
• Enabling Behind the Meter (BTM) site capacity to scale beyond what the grid alone can provide, and
• Providing a single accountable relationship from grid interconnect through rack-level infrastructure.

"UIG is excited to advance its mission to solve the power constraints that are slowing AI data center development," said Sidney Hinton, Founder and CEO of UIG. "As part of Vertiv, we will be able to bring our microgrid and behind-the-meter power expertise to a broader set of customers globally, helping accelerate deployment of the critical infrastructure needed to support the growth of AI."

J.P. Morgan Securities LLC acted as financial advisor to Vertiv, and Buchanan Ingersoll & Rooney PC served as legal counsel. Morgan Stanley & Co. LLC acted as financial advisor to UIG, and Davis Polk & Wardwell LLP served as legal counsel.