Business Context and Reporting Period
This Form 8-K is a current report filed by One Madison Corporation (the "Company") on April 15, 2019, regarding events occurring on April 7, 2019. The filing details the appointment of Trent Meyerhoefer as the new Chief Financial Officer and Senior Vice President of Ranpak Corp., contingent upon the consummation of a business combination between One Madison and Ranpak Holdings Inc. The transaction is expected to close in the second quarter of 2019. Upon closing, Mr. Meyerhoefer will also serve as the CFO of the combined entity, replacing current CFO Bharani Bobba, who will transition to a non-executive officer role.
Key Financial Metrics and Compensation
The filing does not provide revenue, profit, cash flow, or debt metrics for the Company or Ranpak. The primary financial data disclosed relates to the compensation package for the new CFO, Trent Meyerhoefer, effective upon the business combination:
- Base Salary: $350,000 annually.
- Annual Bonus Target: 60% of base salary ($210,000).
- Long-Term Incentive (RSUs): Target grant date fair value of $450,000, subject to performance conditions.
- One-Time Equity Award: RSUs valued at $330,000 to compensate for foregone compensation from his prior employer, vesting ratably over three years (2020-2022).
- Catch-Up Awards: Potential cash award up to $122,500 and additional RSUs based on 2019 performance targets.
- Severance: 12 months of base salary and 6 months of COBRA coverage if terminated without cause or for good reason.
Material Changes
The primary material change is the leadership transition in the finance function. Trent Meyerhoefer, formerly Senior Vice President and Treasurer of Eaton Corporation, is appointed to lead Ranpak's finance operations. This appointment is directly tied to the pending merger between One Madison and Ranpak. The filing notes that Mr. Meyerhoefer will serve as a consultant to One Madison starting April 24, 2019, prior to the formal appointment.
Guidance, Outlook, and Risks
Outlook: The business combination is expected to occur in the second quarter of 2019. The Company has filed a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus, but it has not yet been declared effective.
Risks and Contingencies: The filing includes extensive forward-looking statements and risk factors, including:
- Failure to consummate the initial business combination.
- Failure to obtain stockholder approval or necessary financing.
- Disruption to Ranpak's current plans and operations due to the transaction.
- Changes in the proposed structure of the combination due to regulatory requirements.
- Ability to meet NYSE listing standards post-combination.
Management Commentary: The filing emphasizes that the appointment is part of the strategic preparation for the merger and that Mr. Meyerhoefer brings significant experience from Eaton Corporation and Accenture.
Investor Verification Checklist
- Verify the status of the Form S-4 registration statement (File No. 333-230030) and the definitive proxy statement/prospectus.
- Confirm the closing date of the business combination between One Madison and Ranpak.
- Review the full terms of the Offer Letter (Exhibit 10.1) and Severance Agreement (Exhibit 10.2) for specific performance metrics and vesting schedules.
- Monitor for any updates regarding the transition of Bharani Bobba from CFO to a non-executive role.
- Check for any regulatory approvals required for the merger that may impact the timeline.