Business Context and Reporting Period
This Form 8-K reports the consummation of the initial public offering (IPO) by GS Acquisition Holdings Corp (the "Company"), a special purpose acquisition company (SPAC). The report date is June 7, 2018, with the IPO closing on June 12, 2018. The Company is incorporated in Delaware and is not an emerging growth company.
Key Financial Metrics
The filing details the capital raised through the IPO and a concurrent private placement:
- Units Sold: 69,000,000 Units (including 9,000,000 from the underwriters' full exercise of their option).
- Unit Price: $10.00 per Unit.
- IPO Gross Proceeds: $690,000,000.
- Private Placement Warrants: 10,533,333 warrants sold to the Sponsor (GS DC Sponsor I LLC) at $1.50 per warrant.
- Private Placement Proceeds: $15,800,000.
- Total Funds in Trust: $690,000,000 (including $24,150,000 of deferred underwriting discount) held at Wilmington Trust, N.A.
- Warrant Exercise Price: $11.50 per share.
The filing does not provide data on revenue, profit, operating cash flow, or debt, as the Company is a pre-business combination SPAC.
Material Changes
This filing represents the Company's initial entry into the public markets. There is no prior comparable period for financial performance as the Company was formed solely to effect a business combination. The primary material change is the transition from a private entity to a public company with $690 million in trust assets.
Outlook, Risks, and Contingencies
Business Combination Timeline: The Company has 24 months from the closing of the IPO to complete an initial business combination. If unsuccessful, public shares will be redeemed.
Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a vote to amend the certificate of incorporation regarding redemption obligations, or a liquidation event. Interest earned may be used to pay taxes.
Warrant Terms: Private Placement Warrants held by the Sponsor are non-transferable until 30 days after a business combination, are non-redeemable while held by the Sponsor, and may be exercised on a cashless basis.
Agreements: The Company entered into standard SPAC agreements including an Underwriting Agreement with Goldman Sachs & Co. LLC, an Investment Management Trust Agreement, and various indemnity agreements with officers and directors.
Investor Verification Checklist
- Verify the exact date of the IPO closing (June 12, 2018) versus the report date (June 7, 2018).
- Confirm the total amount held in the trust account ($690,000,000) and the deferred underwriting discount portion ($24,150,000).
- Review the 24-month deadline for completing a business combination and the redemption rights of public shareholders.
- Check the specific terms of the Private Placement Warrants regarding transfer restrictions and cashless exercise provisions.
- Identify the Sponsor (GS DC Sponsor I LLC) and the underwriters (Goldman Sachs & Co. LLC) for potential conflicts of interest or related party transactions.