Vertiv completes $1.45 billion acquisition of UtilityInnovation Group
Vertiv paid about $1.45 billion in upfront cash, with up to $1.15 billion more payable in two tranches if EBITDA targets are met.
Key takeaways
- Vertiv Holdings Co. (VRT) completed its acquisition of Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group, on Oct. 27, the company said in a regulatory filing. The deal carries approximately $1.45 billion in upfront cash plus up to $1.15 billion in contingent payments tied to EBITDA targets.
Vertiv Holdings Co. (VRT) completed its acquisition of Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group, the company said Tuesday in a regulatory filing.
The deal closed on Oct. 27. Vertiv Corporation, an Ohio subsidiary of Vertiv Holdings, bought the company through a merger in which Vultra Merger Sub, Inc., a wholly owned subsidiary of Vertiv Corporation, merged into UIG. UIG survived as a wholly owned subsidiary of Vertiv Corporation.
The transaction was set out in an Agreement and Plan of Merger dated Sept. 1, 2026. The company had filed that agreement as an exhibit to a Form 8-K on Sept. 2.
At closing, Vertiv Corporation paid approximately $1.45 billion in cash. That upfront price is subject to customary adjustments for working capital, indebtedness and transaction expenses.
The buyer also agreed to pay up to $1.15 billion more in cash, payable in two tranches if earned. The payments depend on the acquired business reaching certain earnings before interest, depreciation and amortization targets.
The press release attached to the filing sets the EBITDA measurement periods at 12 and 24 months after completion.
At the upfront price, the acquisition represents about 13 times UIG's expected 2027 EBITDA, the company said. The multiple would 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 after completion.
UIG provides microgrid solutions, advanced power controls and behind-the-meter power architecture design for data centers. Founded in 2020, it is headquartered in Raleigh, North Carolina, with European headquarters in Dublin, Ireland, and manufacturing operations in North Carolina and New Jersey.
The company said the deal extends Vertiv upstream to the grid interconnection. It adds microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture. The company expects these capabilities to help data center operators secure power faster as grid constraints 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."
According to the release, the combination is expected to give customers more flexibility in how they source, manage and scale power. It cites faster access to power that reduces reliance on utility interconnection timelines, and 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.
J.P. Morgan Securities LLC acted as financial advisor to Vertiv, and Buchanan Ingersoll & Rooney PC served as its legal counsel. Morgan Stanley & Co. LLC acted as financial advisor to UIG, and Davis Polk & Wardwell LLP served as its legal counsel.
The filing does not disclose the specific EBITDA targets or the amount of any adjustments to the upfront payment.