Business Context and Reporting Period
This Form 8-K is a Current Report filed by One Madison Corporation (the "Company") on May 15, 2019. The filing serves to update an investor presentation regarding a previously announced business combination. Under the terms of a Stock Purchase Agreement dated December 12, 2018, One Madison Corporation intends to acquire all issued and outstanding equity interests of Rack Holdings, Inc. (doing business as Ranpak). The filing references an updated investor presentation furnished as Exhibit 99.1.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The document notes that the attached investor presentation (Exhibit 99.1) contains non-GAAP financial measures for Rack Holdings, including net sales, cost of sales, gross profit on a constant currency basis, adjusted EBITDA, and pro forma adjusted EBITDA. However, the specific figures for these metrics are not included in the text of this 8-K report.
Material Changes
The primary material event reported is the update to the investor presentation used in connection with the proposed acquisition of Ranpak. The filing confirms that the Registration Statement on Form S-4, which includes the definitive proxy statement/prospectus, was declared effective by the SEC on May 2, 2019. Materials were mailed to shareholders as of May 6, 2019, which serves as the record date for the extraordinary general meeting to vote on the business combination.
Guidance, Outlook, and Risks
The filing contains extensive forward-looking statements regarding the Company's expectations for the business combination and the future performance of the combined entity. Management cautions that actual results may differ materially due to various risks, including:
- Failure to consummate the initial business combination.
- Inability to obtain stockholder approval or necessary financing.
- Disruption of Ranpak's current plans and operations.
- Changes in applicable laws or regulations.
- Failure to meet NYSE listing standards post-combination.
- Legal proceedings instituted against the Company or Ranpak.
The document explicitly states that it does not constitute an offer to sell or a solicitation of an offer to buy securities.
Investor Verification Checklist
- Verify the contents of the updated investor presentation (Exhibit 99.1) for specific non-GAAP financial metrics of Ranpak.
- Review the definitive proxy statement/prospectus filed on Form S-4 (File No. 333-230030) for detailed terms of the acquisition.
- Confirm the status of the extraordinary general meeting scheduled for One Madison shareholders to vote on the business combination.
- Assess the risks associated with the failure to obtain regulatory approval or financing for the transaction.
- Check the Company's website or SEC filings for any updates regarding the domestication of One Madison as a Delaware corporation.