SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP

 FOUR TIMES SQUARE

 NEW YORK 10036-6522

 FIRM/AFFILIATE

OFFICES

 TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 PALO ALTO

WASHINGTON, D.C.

 WILMINGTON

     DIRECT DIAL

 (212) 735-2438

     DIRECT FAX

(917) 777-2438

    EMAIL ADDRESS

HOWARD.ELLIN@SKADDEN.COM

January 16, 2020

 BEIJING

BRUSSELS

 FRANKFURT

HONG KONG

 LONDON

MOSCOW

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 TOKYO

TORONTO

 VIA EDGAR

 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

 Revised Preliminary Proxy Statement on Schedule 14A

 Filed January 9, 2020

 File No. 001-38518

Dear Ms. Purnell:

 On behalf of GS
Acquisition Holdings Corp (“we”), we submit the below in response to the comment of the staff (“Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission received by letter dated
January 15, 2020, concerning the above Revised Preliminary Proxy Statement on Schedule 14A filed on January 9, 2020.

 U.S. Securities and Exchange Commission

January 16, 2020

  Page
 2

 Form PRER14A

Unaudited Pro Forma Condensed Combined Financial Information Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 117

1.
 Please provide us with your full calculation of the adjustments reflected in footnote (h).

 In response to the Staff’s comment, attached as Exhibit A to this letter is the calculation of the
adjustments reflected in footnote (h) of the adjustments to unaudited pro forma combined statements of operations.

 U.S. Securities and Exchange Commission

January 16, 2020

  Page
 3

 Please contact me at (212) 735-2438 should you require further
information.

 Very truly yours,

 /s/ Howard L. Ellin

 Howard L. Ellin

cc:
 David M. Cote, Raanan A. Agus

GS Acquisition Holdings Corp

cc:
 Colin Flannery

Vertiv Holdings, LLC

cc:
 S. Kris Agarwal

Platinum Equity Advisors, LLC

cc:
 Todd A. Hentges

Morgan, Lewis Bockius, LLP

 Exhibit A

Proforma t/m (h) - detailed calculation for interest reduction ($ in thousands)

Assuming
no
redemptions

Assuming
max
redemptions

Reference

 Notes/calculation

 Term Loan Facility principal amount

$
2,070.0

$
2,070.0

<A>

 Paydown of Vertiv debt

$
(1,479.0
)

$
(1,113.0
)

<B>

pg. 116 pro forma t/m (c)

 Remaining Term Loan Facility principal amount

$
591.0

$
957.0

<C>

A+B=<C>

 Interest rate (LIBOR + 4%)

6
%

6
%

<D>

 Calculated interest expense on Remaining Term Loan Facility principal amount

$
35.5

$
57.4

<E>

CxD=<E>

 Amortization of deferred financing fees and original issue discount related to the remaining Term
Loan Facility

$
5.1

$
8.1

<F>

Based on effective interest method (approx
4.5 years remaining term)

 Pro forma interest expense on the Term Loan Facility principal amount for the full year
period

$
40.6

$
65.5

<G>

E+F=<G>

 Actual interest expense FY18 recorded on the Term Loan Facility

$
142.4

$
142.4

<H>

 FY18 Pro Forma adjustment to interest expense

$
(101.8
)

$
(76.9
)

G-H

pg. 117 pro forma t/m (h)

 Actual interest expense FY18 recorded on the Term Loan Facility YTD
P09-19

$
115.6

$
115.6

<I>

 YTD P09-19 Pro Forma adjustment to interest
expense

$
(85.2
)

$
(66.5
)

(G*.75)-I

pg. 117 pro forma t/m (h)