Vertiv Closes $1.45 Billion Purchase of UtilityInnovation Group

Vertiv Holdings Co said on October 27, 2026 that its wholly-owned subsidiary Vertiv Corporation has completed the acquisition of Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group, for approximately $1.45 billion in upfront cash. The transaction includes additional contingent consideration of up to $1.15 billion in cash based on achieving certain earnings before interest, taxes, depreciation and amortization (EBITDA) targets over 12- and 24-month periods, according to Vertiv’s completion announcement.

Vertiv stated that at the approximately $1.45 billion purchase price, the acquisition represents approximately 13 times expected UIG 2027 EBITDA, and that the multiple is anticipated to be significantly lower if the full earnout is paid. The company said it expects the acquisition to be accretive to adjusted earnings per share in the first year following completion.

UIG provides microgrid solutions, advanced power controls and behind-the-meter power architecture design for data centers. Vertiv said the acquisition extends its portfolio upstream to the grid interconnect, adding microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture, and that the combined portfolio runs from grid interconnect to chip, independent of any single generation technology or supplier. Vertiv said these capabilities are expected to help data center operators secure power faster as grid constraints increasingly limit artificial intelligence infrastructure deployment.

“As AI data center operators work to accelerate deployment in an increasingly power-constrained environment, access to power has become a critical competitive advantage,” Vertiv Chief Executive Giordano Albertazzi said. He said that with UIG now part of Vertiv, the company can extend its capabilities upstream to the utility interconnect and onsite power sources, creating a coordinated solution from behind-the-meter power generation to chip that helps customers achieve faster time to power without tying them to a single generation technology or supplier.

Vertiv said the combination is expected to give customers greater flexibility in how they source, manage and scale power as data center requirements evolve by accelerating access to power to ease or eliminate dependence on utility interconnection timelines, enabling behind-the-meter site capacity to scale beyond what the grid alone can provide, and providing a single accountable relationship from grid interconnect through rack-level infrastructure.

Merger Structure and Filing Details

In a Form 8-K filed with the Securities and Exchange Commission on October 27, 2026 under Item 2.01, Vertiv reported that the acquisition was completed through the merger of Vultra Merger Sub, Inc., a wholly-owned subsidiary of Vertiv Corporation, with and into UIG, with UIG surviving the merger and becoming a wholly-owned subsidiary of Vertiv Corporation.

The filing states that the upfront cash consideration is subject to customary adjustments for working capital, indebtedness and transaction expenses, and that the potential additional cash consideration of up to $1.15 billion is payable in two tranches if earned, calculated based on the achievement of certain EBITDA targets of the acquired business. The transaction was governed by an Agreement and Plan of Merger dated September 1, 2026 among Vertiv Corporation, the merger subsidiary and UIG, which was filed as Exhibit 2.1 to the company’s Form 8-K filed on September 2, 2026.

The report was signed by Craig Chamberlin, Vertiv’s chief financial officer. It also includes Item 7.01, under which Vertiv furnished the October 27, 2026 press release announcing the completion as Exhibit 99.1, and Item 9.01 covering financial statements and exhibits. EDGAR filing records show the Form 8-K was accepted at 06:34:09 on October 27, 2026, with the period of report of October 27, 2026.

UIG Operations and Transaction Advisors

Founded in 2020, UIG is headquartered in Raleigh, North Carolina, with European headquarters in Dublin, Ireland, and manufacturing operations in North Carolina and New Jersey. The company designs and delivers power systems that support real-time load and frequency balancing across behind-the-meter systems and utility-connected energy resources, helping address the power demands of AI data center workloads. Its solutions include proprietary controls software, customized microgrid switchgear and energy storage.

“UIG is excited to advance its mission to solve the power constraints that are slowing AI data center development,” said Sidney Hinton, UIG’s founder and chief executive. “As part of Vertiv, we will be able to bring our microgrid and behind-the-meter power expertise to a broader set of customers globally, helping accelerate deployment of the critical infrastructure needed to support the growth of AI.”

J.P. Morgan Securities LLC acted as financial advisor to Vertiv, and Buchanan Ingersoll & Rooney PC served as legal counsel. Morgan Stanley (MS ) & Co. LLC acted as financial advisor to UIG, and Davis Polk & Wardwell LLP served as legal counsel.

Vertiv announced the agreement to acquire UIG on September 2, 2026, on the same terms of approximately $1.45 billion in cash at closing plus additional consideration of up to $1.15 billion tied to EBITDA targets. The transaction was then subject to regulatory approvals and customary closing conditions and was expected to close in the fourth quarter of 2026. The September announcement described UIG’s design and delivery of microgrid systems for AI data center operators across the United States and Europe, generation-agnostic designs that allow architectures to be built around the technologies a site can permit, fuel and finance, and pre-validated reference designs for grid-connected, bridge-to-grid and islanded sites.