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CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP

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January 9, 2020

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 Erin
Purnell

 Division of Corporation Finance

 Office of
Manufacturing

 U.S. Securities and Exchange Commission

 100 F
Street, NE

 Washington, D.C. 20549

RE:
 GS Acquisition Holdings Corp

Preliminary Proxy Statement on Schedule 14A

Filed December 10, 2019

File No. 001-38518

Dear Ms. Purnell:

 On behalf of GS
Acquisition Holdings Corp (the “Company,” “we” or “our”), we have filed today a revised Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy Statement”) in response to
the comments of the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated January 6, 2020, concerning the above Preliminary Proxy Statement on Schedule
14A filed on December 10, 2019.

 The changes reflected in the Revised Proxy Statement include those made in response to the
Staff’s comments as well as other updates. All references in this letter to page numbers and captions correspond to the page numbers and captions in the Revised Proxy Statement. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Revised Proxy Statement.

 U.S. Securities and Exchange Commission

January 9, 2020

 Page 2

 Preliminary Proxy Statement on Schedule 14A

General

1.
 Please disclose the impact on the merger consideration that results from the Tax Receivable Agreement.
Since it appears that you use EBITDA and Adjusted EBITDA as significant metrics for measuring your financial performance and because these measures do not account for a reduction in a deferred tax asset, please describe the impact the arrangement
has on the business’s total enterprise value and, consequently, the amount of consideration you are offering in the merger. If the arrangement represents a windfall to the Vertiv Stockholder and shifts cash flows to the Vertiv Stockholder at
the expense of public shareholders, then disclose this scenario prominently throughout the prospectus. Please revise the Background of the Merger section to discuss the specific negotiations relating to the creation and structure of the agreement.

 The Company respectfully acknowledges the Staff’s comments. The Company believes that the Tax Receivable
Agreement is a component of the total merger consideration and is not a windfall to the Vertiv Stockholder. As detailed in the Background of the Merger section, the Tax Receivable Agreement and the potential payments thereunder were consistently a
part of the overall negotiation regarding the valuation of Vertiv and the merger consideration to be paid in the transaction. It was agreed during negotiations between the parties that the value of these deferred tax assets would not be reflected in
the enterprise value of Vertiv (i.e., in what is defined as the “Base Value” in the Merger Agreement), but would instead be negotiated separately as part of the total consideration necessary to consummate the merger. Furthermore, the value
of these deferred tax assets is not reflected in the EBITDA and the Adjusted EBITDA measures calculated by Vertiv, as set forth in the proxy statement.

As part of the total merger consideration, the Company agreed that the Vertiv Stockholder would be entitled to additional merger consideration
only with respect to the deferred tax assets created by corporate actions taken under its ownership (pursuant to the Tax Receivable Agreement) given that these assets were created under its ownership, to the extent they materialize in the future,
and for certain tax deductions generated by the transaction. Importantly, the Tax Receivable Agreement excludes deferred tax assets created in the normal course operation of the business, including substantial assets related to net operating losses.
It also does not permit any payments to be made to the Vertiv Stockholder until the fourth taxable year from the date

 U.S. Securities and Exchange Commission

January 9, 2020

 Page 3

of closing the Business Combination. Thereafter, it requires 65% of the tax benefits to be paid to the Vertiv Stockholder, allowing the public stockholders to also benefit from the remaining 35%
even though the tax attributes were generated under the ownership of the Vertiv Stockholder prior to closing of the Business Combination.

Accordingly, the Tax Receivable Agreement is not a windfall for the Vertiv Stockholder, but is instead a component of the total merger
consideration. The agreed upon valuation necessary to effect the merger included two components, the Tax Receivable Agreement and the enterprise value of Vertiv, or the “Base Value” in the Merger Agreement. The Company has revised the
references to the merger consideration in the proxy statement to clarify that the payments under the Tax Receivable Agreement are part of the overall merger consideration in the transaction.

Separately, the Company respectfully acknowledges the Staff’s request to revise the Background of the Merger section to discuss the
specific negotiations relating to the creation and structure of the Tax Receivable Agreement. In response to the Staff’s comment, the Company has revised its disclosure on pages 149 to 155.

Summary Term Sheet, page 13

2.
 Please revise to include a structure chart showing the relationship and ownership of the various Vertiv
entities discussed in the filing, in particular the Vertiv Stockholder.

 In response to the Staff’s comment,
the Company has revised its disclosure on pages 13 and 14.

3.
 We note that you have provided the approximate per share redemption amount available to public
stockholders calculated as of September 30, 2019. Please revise your disclosure to provide the approximate redemption amount per outstanding public share as of a more recent date.

In response to the Staff’s comment, the Company has revised its disclosure on pages 15, 27, 51, 123 and 124 to provide the approximate
redemption amount per outstanding public share as of December 31, 2019. In addition, the Company advises the Staff that it will update such disclosure to provide the approximate redemption amount per outstanding public share as of the most
recent practicable date prior to the date of the definitive proxy statement.

 U.S. Securities and Exchange Commission

January 9, 2020

 Page 4

 Selected Consolidated Historical Financial and Other Information of Vertiv Holdings, page 59

4.
 We note you indicate on page 61 that the most comparable GAAP measure to EBITDA and adjusted EBITDA is
Earnings (loss) from continuing operations. Revise to reconcile these non-GAAP measures to Net earnings (loss) as the most comparable GAAP measure. Please refer to Question 103.02 in our updated Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures.

 In response
to the Staff’s comment, the Company has revised its disclosure on pages 6 and 64 to 65.

5.
 Additionally, we note that your earnings (loss) from continuing operations is adjusted for multiple items
which you consider non-recurring such as costs to achieve operational initiatives, digital project implementation costs, transitions costs, foreign currency losses, contingent consideration, advisory fees,
impacts of purchase accounting, and loss (gain) on asset disposals. However, we note that these items appear to have occurred as adjustments in multiple periods. Please tell us how you concluded that these adjustments are consistent with guidance in
Item 10(e) of Regulation S-K and see Question 102.03 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In addition, revise your
disclosures to provide enough detail for readers to understand why you consider these adjustments to be non-recurring or revise to remove the reference of non-recurring
when describing certain of these adjustments.

 The Company respectfully acknowledges the Staff’s comment and
advises the Staff of the following:

 Vertiv management believes that it is appropriate and useful to investors to adjust for each of the
items included because each item fits into one or both of the following categories: (1) items that relate to certain organizational restructuring initiatives or result from unique facts and circumstances that may or may not recur with similar
materiality and are not reflective of Vertiv’s future ongoing operations, and (2) items that are useful to measure period-to-period comparisons of
Vertiv’s core business results.

 U.S. Securities and Exchange Commission

January 9, 2020

 Page 5

 The reconciliation of Adjusted EBITDA on pages 64 to 65 of the Proxy Statement reflects
adjustments of the items below, as well as certain one-time items, which Vertiv management believes are appropriate for the following reasons:

1)    Costs to achieve operational initiatives – while adjustments have been made for multiple periods, Vertiv
management does not view them as normal, recurring, cash operating expenses, because they each relate to separate transformative activities contemplated in connection with the separation from Emerson and are expected to be significantly complete by
2020. Although the transformational initiatives have occurred in consecutive years following the acquisition, they were of a magnitude and frequency that had been unprecedented in the historical predecessor period and are not reflective of
Vertiv’s future ongoing operations. Consequently, because of the volatility of restructuring and transformation costs and because these costs were incremental and materially related to specific transformative activities, Vertiv management does
not view these costs as normal operating expenses.

 2)    Digital project implementation costs – these adjustments
are substantially comprised of acquiring and implementing critical information and accounting systems required post separation from Emerson. These systems include but are not limited to enterprise resource planning, human capital management,
payroll, travel and entertainment management and reporting, product life management and several others. The projects for each of these initiatives span multiple years, but once complete, future operating and maintenance cost will not be considered
when calculating Adjusted EBITDA.

 3)    Transition costs – Vertiv management believes that expenses to facilitate
the separation from Emerson will only be incurred the first three years post acquisition and therefore are not indicative of future ongoing operations of the business. Furthermore, transition costs are not expected to be incurred beyond the fiscal
year ending December 31, 2019.

 4)    Foreign currency gains and losses – Vertiv management has excluded the
impact of foreign currency transaction gains and losses in order to facilitate period to period comparability of operating results. Vertiv management believes that future periods will be impacted by both foreign currency transaction gains and losses
and such adjustment is useful to investors to better identify trends in Vertiv’s business.

 5)    Contingent
consideration – contingent consideration adjustments relate to resolution of specific events resulting from the acquisitions of the Emerson Network Power business and Energy Labs. Additionally, as the magnitude and volatility of changes in the
fair value of contingent consideration vary significantly from period to period based on the arrangements related to specific acquisitions, Vertiv management does not believe the adjustments are reflective of Vertiv’s ongoing operations.

 U.S. Securities and Exchange Commission

January 9, 2020

 Page 6

 6)    Advisory fees – Vertiv receives certain corporate and advisory
services from Platinum Equity Advisors, LLC, an affiliate of Platinum. These services are provided pursuant to a corporate advisory services agreement between the advisors and Vertiv. This agreement will be terminated in connection with the
consummation of the Business Combination. As a result, the fees are not representative of Vertiv’s ongoing core business or future operations.

7)    Impacts of purchase accounting – purchase accounting adjustments represent fair value adjustments that generally
include the discount to assumed deferred revenue balances and step-up in the inventory balances on the relevant acquisition dates for each of Vertiv’s business acquisitions. The deferred revenue
adjustment was recognized in multiple periods to match the corresponding long-term service revenue that was in existence at the time of the Emerson Network Power business acquisition. Vertiv management does not expect to have deferred revenue
adjustments related to Vertiv’s prior acquisitions subsequent to the fiscal year ending December 31, 2019. Vertiv management notes that this adjustment is useful to investors to better identify trends in Vertiv’s business.

8)    Loss (gain) on asset disposals – Vertiv management adjusts the impact of loss (gain) on asset disposals in order
to facilitate period to period comparability of operating results for investors. Although Vertiv periodically disposes of assets, the magnitude of the gains and losses vary and Vertiv management does not believe that these gains and losses are
reflective of Vertiv’s ongoing operating results.

 Vertiv management uses financial measures that exclude these charges to facilitate
reviews of operational performance and as a basis for strategic planning. Vertiv management believes presenting non-GAAP financial measures that exclude these charges allows investors to supplement their
understanding of Vertiv’s short-term and long-term financial trends, as the items excluded are not indicative of underlying ongoing and future performance. Consistent with C&DI 102.03, the Company does not describe these charges as non-recurring or in other terms that mischaracterize the frequency of these adjustments, and, in response to the Staff’s comment, the Company has revised its disclosure on pages 64 to 65.

6.
 We note that your adjustment for cost to achieve operational initiatives include transformation efforts
and restructuring. We also note the adjustment is significantly higher than restructuring costs as disclosed in the footnotes to your financial statements. Please further explain the amount and nature of the operational initiatives included in this

 U.S. Securities and Exchange Commission

January 9, 2020

 Page 7

adjustment and how they relate to your restructuring costs. In addition, tell us how you considered the guidance of Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures with respect to if you consider these expenses to be normal, recurring, cash operating expenses.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that operational initiatives represent a larger category
of spend that encompasses both transformational activities as well as restructuring costs. The transformational activities include a variety of projects that are aimed at rationalizing the business, increasing the profitability of the operations and
simplifying the operating model. These activities are also aimed at creating a better alignment to the customer to help Vertiv increase its competitive position in the market. A natural outcome of many transformational activities is the
restructuring of a business unit, department or function. For this reason, the Company has combined transformational activity and restructuring costs in the same line item