Vertiv’s UIG deal: about $1.45 billion cash up front, up to $1.15 billion contingent

Vertiv is buying UtilityInnovation Group, a power company that sits upstream of the AI data-center plug — about $1.45 billion cash up front plus up to $1.15 billion contingent. Close is aimed at the fourth quarter of 2026 if HSR and other customary conditions clear.

On September 1, 2026, Vertiv Corporation (“Buyer”) and Vultra Merger Sub, Inc. (“Merger Sub”) — each an indirect wholly-owned subsidiary of Vertiv Holdings Co — signed an Agreement and Plan of Merger with Utility Innovation Holdings, Inc. (“Target”). Subject to the agreement’s terms, Merger Sub merges into Target; Target survives as a wholly-owned subsidiary of Buyer. Vertiv’s Form 8-K, accepted by the SEC on September 2, 2026 at 6:42:34 a.m. ET (AccNo 0001193125-26-379306; Period of Report September 1, 2026; Items 1.01, 7.01, and 9.01), is the legal record of that entry into a material definitive agreement. A press release followed the same calendar morning. Announcement and closing remain different days.

What the cash is — and what it is not

The consideration splits into money due at closing and money that may never arrive.

Item 1.01 of the 8-K describes aggregate consideration upon consummation as roughly $1.45 billion in upfront cash at closing, subject to customary adjustments for working capital, indebtedness, and transaction expenses, plus additional potential cash of up to $1.15 billion, payable in two tranches if earned against EBITDA targets of the acquired business as set forth in the Acquisition Agreement.

Exhibit 2.1 puts exact dollars under those rounded phrases. “Base Purchase Price” means $1,450,000,000. “Maximum Earnout Amount” means $1,150,000,000. Earnout mechanics sit in §2.09 (2027 Earnout Period / 2028 Earnout Period / Adjusted EBITDA targets). Tranche splits and the EBITDA target figures themselves are not quoted here.

The furnished press release (Exhibit 99.1) restates the same cash architecture on a slightly different clock: about $1.45 billion in cash at closing, with additional consideration of up to $1.15 billion based on certain EBITDA targets over 12- and 24-month periods. The 8-K’s “two tranches if earned” and the release’s “12- and 24-month periods” describe the same contingent package from two registers — not a second earnout.

The two stacks are not a single “$2.6 billion deal” as cash received. The upfront is closing cash, still subject to adjustments. The earnout is potential, performance-based, and capped.

Vertiv says it expects to fund the Acquisition from existing resources — the company’s funding statement in Item 1.01, not a financing draw, bond sale, or proceeds table.

HSR and the Q4 2026 window

Closing remains subject to customary conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Vertiv expects the Acquisition to close in the fourth quarter of 2026.

“Expected” is the company’s word. The 8-K does not print a calendar close date. Until those conditions clear and the merger consummates, UtilityInnovation Group is still a target under contract — not a Vertiv subsidiary.

Why Vertiv says it wants UIG

Exhibit 99.1 is furnished under Item 7.01 — Regulation FD disclosure, not filed for Section 18 purposes except by specific reference. Treat its strategic framing as company pitch.

The release’s headline: “Vertiv Announces Agreement to Acquire UtilityInnovation Group to Accelerate Time to Power for AI Data Centers.” Dateline: Columbus, Ohio (September 2, 2026). The pitch centers on microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture — the time-to-power and grid-interconnect problem for AI data centers, as Vertiv describes it. That is EX-99.1 language, not a TickerGrove capacity forecast.Megawatts, customer wins, and market-shortage statistics stay limited to what the furnished release states — nothing beyond that filing language is added here.

About UIG, per the same exhibit: headquarters in Raleigh, North Carolina; European headquarters in Dublin; founded in 2020. Sidney Hinton appears as Founder/CEO on the release and as Seller Representative on the Exhibit 2.1 caption. The filing does not spell out post-close employment terms.

Advisors named in EX-99.1: J.P. Morgan Securities LLC (Vertiv financial); Buchanan Ingersoll & Rooney PC (Vertiv legal); Morgan Stanley & Co. LLC (UIG financial); Davis Polk & Wardwell LLP (UIG legal).

Furnished multiple and accretion — attributed, not verified

At the roughly $1.45 billion purchase price, Vertiv’s press release says the acquisition represents about 13x expected UIG 2027 EBITDA, and that the EBITDA multiple is anticipated to be significantly lower if the full earnout is paid. Vertiv also says it expects the acquisition to be accretive to adjusted earnings per share in the first year following completion.

Those lines are management claims on a furnished release — not independent TickerGrove valuations, not audited multiples, and not a guarantee of first-year adjusted EPS accretion. Attribute them; leave them as pitch.

Closing conditions to watch

HSR waiting-period expiration or termination, and the other customary closing conditions printed in Item 1.01. The expected fourth-quarter 2026 window is the company’s schedule, not a settled date.

Working-capital, indebtedness, and transaction-expense adjustments on the roughly $1.45 billion upfront. Exact Base Purchase Price $1,450,000,000 in EX-2.1 versus “approximately $1.45 billion” in the 8-K and release — same consideration, two registers.

Whether either earnout tranche is earned against the Adjusted EBITDA targets in §2.09. Maximum Earnout Amount $1,150,000,000 is a cap, not cash received at announcement.

A later Vertiv ThermoKey deal is a different target and a different story.

Until close, the accurate tense is agreed — not acquired.