Under the terms of the agreement, UIG's stockholders and other equity holders will receive approximately $1.45 billion in cash at closing, subject to customary adjustments for working capital, indebtedness and transaction expenses, plus additional potential cash consideration of up to $1.15 billion, payable in two tranches if earned. The merger agreement structures this contingent consideration as a 2027 Earnout Amount and a 2028 Earnout Amount, each capped at $575,000,000, tied to UIG's Adjusted EBITDA performance over defined earnout periods running from October 1, 2026 through September 30, 2027 and September 30, 2028, respectively, measured against EBITDA targets set in a schedule to the agreement. Under the formula for both tranches, if Adjusted EBITDA for the applicable period comes in below 50 percent of that period's EBITDA target, the corresponding earnout amount is reduced to zero. At the approximately $1.45 billion upfront purchase price, Vertiv said the acquisition represents approximately 13 times UIG's expected 2027 EBITDA, a multiple the company said is anticipated to be significantly lower if the full earnout is paid.
Vertiv stated it expects to fund the acquisition from existing resources, and no new debt issuance or stock consideration has been disclosed in connection with the deal. Vertiv said it expects the acquisition to be accretive to adjusted earnings per share in the first year following completion; no specific EPS accretion figure, leverage impact, or pro forma combined financial metrics were disclosed.
Strategically, Vertiv said the deal is intended to extend its power and cooling portfolio upstream to the grid interconnect, adding microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture to help data center operators secure power faster amid growing grid constraints on AI infrastructure deployment. Vertiv CEO Gio Albertazzi said, "For AI data center operators, competitive advantage increasingly depends on how quickly they can move from site selection to first token. Vertiv has the most complete power and cooling portfolio in the industry. With UIG, we anticipate extending that portfolio upstream to the utility interconnect and onsite power sources, creating a coordinated architecture from source to chip without tying customers to a single generation technology or supplier." He added that the combination is expected to help the companies "support grid-connected sites, bridge-to-grid deployments and islanded sites supplied by onsite generation, while reducing complexity from site planning through rack-level deployment." UIG Founder and CEO Sidney Hinton, who also serves as the Seller Representative under the merger agreement, said UIG "was founded to solve increasingly complex power challenges for data center operators through flexible, technology-agnostic architectures," and that "Vertiv's global scale, critical infrastructure portfolio and service capabilities make it a strong strategic fit for what we have built."
UIG was founded in 2020 and is headquartered in Raleigh, North Carolina, with a European headquarters in Dublin, Ireland, and manufacturing operations in North Carolina and New Jersey. Per the press release, the company's technology includes a proprietary controls platform and pre-engineered microgrid switchgear designed to orchestrate multiple power sources in real time, with pre-validated reference designs for grid-connected, bridge-to-grid and islanded sites across the United States and Europe.
J.P. Morgan Securities LLC is acting as financial advisor to Vertiv, and Buchanan Ingersoll & Rooney PC is serving as its legal counsel. Morgan Stanley & Co. LLC is acting as financial advisor to UIG, and Davis Polk & Wardwell LLP is serving as its legal counsel.
The transaction has not yet closed. It is subject to regulatory approvals and customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close in the fourth quarter of 2026. The merger agreement sets an Outside Date (termination deadline) of 120 calendar days after the September 1, 2026 signing date, automatically extended to 210 days if all conditions other than regulatory-approval-related conditions have been satisfied or waived by that date. No termination fee provision was identified in the portions of the merger agreement reviewed. No closing 8-K, vote-result filing, or pro forma financial statements have been filed as of this update.