UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):

September 3, 2020

 

RANPAK HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-38348   98-1377160
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

7990 Auburn Road
Concord Township, OH
  44077
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +1 440-354-4445

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
Class A Common Stock, par value $0.0001 per share   PACK   New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   PACK WS   New York Stock Exchange

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 3, 2020, Ranpak Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Warrant Agent”), entered into Amendment No. 1 (the “Warrant Amendment”) to the Warrant Agreement, dated as of January 17, 2018 (the “Warrant Agreement”), by and between the Company and the Warrant Agent.

 

The Warrant Amendment amends the Warrant Agreement to provide the Company with the right to require the holders of the Company’s public warrants, forward purchase warrants and private placement warrants (collectively, the “warrants”) to exchange their public warrants for shares of Class A common stock, par value $0.0001 per share, of the Company (“common stock”) at an exchange ratio of 0.198 shares of common stock for each warrant. The Company has the right to require the exchange of not less than all of the warrants at any time while such warrants are exercisable and prior to their expiration, at the office of the Exchange Agent, upon notice to the registered holders of the outstanding warrants at least fifteen days prior to the date of exchange fixed by the Company.

 

The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.

 

Item 3.03 Material Modifications to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

As previously disclosed in the definitive consent solicitation materials filed by the Company with the U.S. Securities and Exchange Commission on August 6, 2020, in connection with the Company’s offer to each holder of the warrants to receive 0.22 shares of Class A common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”), the Company solicited consents from holders of the public warrants and the forward purchase warrants to approve the Warrant Amendment (the “Consent Solicitation”).

 

The Offer and Consent Solicitation expired at 11:59 p.m. Eastern Daylight Time on September 2, 2020. A total of 14,477,507 public warrants (including 80,889 public warrants tendered through guaranteed delivery), 5,000,000 forward purchase warrants, and 570,744 private placement warrants, or approximately 99.58% of the 14,537,997 outstanding public warrants, 100% of the 5,000,000 outstanding forward purchase warrants and 100% of the 570,744 outstanding private placement warrants, were properly tendered and not withdrawn in the Offer, and were therefore deemed to have consented to the Warrant Amendment. Because consents were received from holders of more than 65% of the Company’s public warrants and more than 65% of the Company’s forward purchase warrants, the Warrant Amendment was approved.

 

Item 8.01 Other information.

 

On September 3, 2020, the Company issued a press release announcing the results of the Offer and the Consent Solicitation.

 

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Amendment No. 1 to Warrant Agreement, dated as of September 3, 2020, by and among the Company and Continental Stock Transfer & Trust Company.
99.1   Press Release issued by the Company dated September 3, 2020 announcing results of the Offer and Consent Solicitation.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RANPAK HOLDINGS CORP.
   
Date: September 3, 2020 By: /s/ William Drew
    William Drew
    Chief Financial Officer

 

 

2

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO WARRANT AGREEMENT

 

This Amendment (this “Amendment”) is made as of September 3, 2020 by and between Ranpak Holdings Corp., a Delaware corporation (f/k/a One Madison Corporation) (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of January 17, 2018 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.

 

WHEREAS, in connection with the closing of the Business Combination on June 3, 2019, the Company deregistered as an exempted company in the Cayman Islands and domesticated and continued as a corporation incorporated under the laws of the State of Delaware effective May 31, 2019 (the “domestication”), pursuant to which all outstanding classes of Ordinary Shares of the Company converted on a one-for-one basis to shares of corresponding classes of common stock of the Company, par value $0.0001 per share (“Common Stock”), and the Company was renamed Ranpak Holdings Corp.;

 

WHEREAS, in accordance with Section 4.4 of the Existing Warrant Agreement, upon effectiveness of the domestication and the reclassification of the outstanding Ordinary Shares, the holders of the Warrants thereafter had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance (as defined in the Existing Warrant Agreement) in shares of Common Stock;

 

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the Existing Warrant Agreement with the vote or written consent of the Registered Holders of 65% of the number of the then outstanding Public Warrants and 65% of the number of the then outstanding Forward Purchase Warrants, prior to effectiveness of a registration statement covering the resale of the Forward Purchase Warrants and the Class A common stock, par value $0.0001 per share (“Class A common shares”) and/or Class C Ordinary Shares underlying such Forward Purchase Warrants;

 

WHEREAS, the Company desires to amend the Existing Warrant Agreement to provide the Company with the right to require the holders of the Warrants to exchange all of the outstanding Warrants for shares of Common Stock, on the terms and subject to the conditions set forth herein; and

 

WHEREAS, in the exchange offer and consent solicitation undertaken by the Company pursuant to the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission, the Registered Holders of more than 65% of the then outstanding Public Warrants and 65% of the then outstanding Forward Purchase Warrants consented to and approved this Amendment.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.

 

1.      Amendment of Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended by adding:

 

(a) the new Section 6A thereto:

 

6A Mandatory Exchange.

 

6A.1 Company Election to Exchange. Notwithstanding any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Warrants may be exchanged, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the outstanding Warrants, as described in Section 6A.2 below, for Class A common shares (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.198 Class A common shares (or any Alternative Issuance pursuant to Section 4.4) for each Warrant held by the holder thereof (the “Consideration”) (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Class A common shares). In lieu of issuing fractional shares, any holder of Warrants who would otherwise have been entitled to receive fractional shares as Consideration will, after aggregating all such fractional shares of such holder, be paid in cash (without interest) in an amount equal to such fractional part of a share multiplied by $9.20.

 

 

 

 

6A.2 Date Fixed for, and Notice of, Exchange. In the event that the Company elects to exchange all of the Warrants, the Company shall fix a date for the exchange (the “Exchange Date”). Notice of exchange shall be mailed by first class mail, postage prepaid, by the Company not less than fifteen (15) days prior to the Exchange Date to the registered holders of the Warrants at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. The Company will make a public announcement of its election following the mailing of such notice.

 

6A.3 Exercise After Notice of Exchange. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of this Agreement) at any time after notice of exchange shall have been given by the Company pursuant to Section 6A.2 hereof and prior to the Exchange Date. On and after the Exchange Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Consideration.”

 

2.      Miscellaneous Provisions.

 

2.1    Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

2.2    Applicable Law. The validity, interpretation, and performance of this Amendment and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

 

2.3    Counterparts. This Amendment may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this Amendment, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

 

2.4    Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

2.5    Entire Agreement. The Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

[Signature Pages Follow]

 

 

 

 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.

 

  RANPAK HOLDINGS CORP.
   
  By: /s/ David Murgio
    Name: David Murgio
    Title: Chief Sustainability Officer & General Counsel

 

  CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent
   
  By:  /s/ Margaret B. Lloyd
    Name: Margaret B. Lloyd
    Title: Vice President

 

 

 

 

Exhibit 99.1

 

Ranpak Holdings Corp. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants

 

CONCORD TOWNSHIP, OH, September 3, 2020 –– Ranpak Holdings Corp. (NYSE: PACK) (“Ranpak” or the “Company”) announced today the expiration and results of its previously announced exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to certain of its outstanding warrants. The Exchange Offer and Consent Solicitation expired at 11:59 p.m., Eastern Daylight Time, on September 2, 2020.

 

Ranpak has been advised that 14,477,507 public warrants (including 80,889 public warrants tendered through guaranteed delivery), 5,000,000 forward purchase warrants, and 570,744 private placement warrants, or approximately 99.58% of the outstanding public warrants, 100% of the outstanding forward purchase warrants and 100% of the outstanding private placement warrants, respectively, were validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer and Consent Solicitation. Ranpak expects to accept all validly tendered warrants for exchange and settlement on September 4, 2020.

 

In addition, pursuant to the Consent Solicitation, the Company received the approval of approximately 99.58% of the outstanding public warrants and 100% of the outstanding forward purchase warrants to the Warrant Amendment, which exceeds the 65% of the outstanding public warrants and 65% of the outstanding forward purchase warrants required to effect the Warrant Amendment. The Warrant Amendment was executed on September 3, 2020.

 

Evercore Group L.L.C. was the Dealer Manager for the Exchange Offer and Consent Solicitation.

 

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the securities described herein and is also not a solicitation of the related consents. The exchange offer was made only pursuant to the terms and conditions of the Prospectus/Offer to Exchange and related letter of transmittal.

 

About Ranpak Holdings Corp.

 

Founded in 1972, Ranpak’s goal was to create the first environmentally responsible system to effectively protect products during shipment. The development and improvement of materials, systems and total solution concepts have earned Ranpak a reputation as an innovative leader in e-commerce and industrial supply chain solutions. Ranpak is headquartered in Concord Township, Ohio and has approximately 550 employees.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by the Company in the reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect the Company’s business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.

 

Investor Contact:

 

Investor Inquiries:

Bill Drew

ir@ranpak.com

 

Source: Ranpak Holdings Corp.