Business Context and Reporting Period
This Form 8-K, dated May 29, 2019, reports on events occurring on May 28, 2019, regarding One Madison Corporation (soon to be renamed Ranpak Holdings Corp.). The filing details the reconvened extraordinary general meeting where shareholders approved the business combination with Rack Holdings, Inc. and its subsidiary, Ranpak Corp. The transaction involves One Madison acquiring all equity interests of Rack Holdings, domesticating from the Cayman Islands to Delaware, and changing its corporate name.
Key Financial Metrics and Voting Results
This filing is a current report on corporate governance and transaction approval; it does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics for the company. The primary quantitative data relates to shareholder voting and share redemptions:
- Share Redemptions: Public shareholders holding 15,418,654 shares validly elected to redeem their shares prior to the closing.
- Business Combination Approval: 35,857,803 votes For vs. 1,427,450 votes Against.
- NYSE Private Placement Approval: 35,857,803 votes For vs. 1,427,450 votes Against.
- Domestication and Name Change Approval: 30,780,278 votes For vs. 6,504,975 votes Against.
- Incentive Plan Approval: 34,383,866 votes For vs. 2,151,387 votes Against.
Material Changes and Corporate Actions
Shareholders approved several material changes to the company's structure and governance:
- Business Combination: Approval of the acquisition of Ranpak Corp., transitioning the company from a blank check SPAC to an operating entity.
- Domestication: Change of jurisdiction of incorporation from the Cayman Islands to the State of Delaware.
- Corporate Name: Change from "One Madison Corporation" to "Ranpak Holdings Corp."
- Governance Changes: Adoption of a classified board structure (three classes of directors), removal of shareholder ability to call special meetings, and removal of the ability to act by written consent.
- Capital Structure: Approval of a private placement to accredited investors to finance the transaction and provide working capital.
Outlook, Risks, and Forward-Looking Statements
Closing Date: The closing of the Ranpak Business Combination is expected to occur on June 3, 2019, subject to the satisfaction or waiver of conditions in the Stock Purchase Agreement.
Redemption Rights: Shareholders who elected to redeem shares may revoke their elections at any time prior to the closing.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Key risks identified include the failure to consummate the business combination, inability to obtain necessary financing, disruption of Ranpak's operations, failure to meet NYSE listing standards, and potential legal proceedings. The company notes that actual results may differ materially from expectations due to these uncertainties.
Investor Verification Checklist
- Verify the final closing date of the business combination (expected June 3, 2019) and confirm all conditions have been satisfied.
- Confirm the final number of shares redeemed, as this impacts the pro forma cash position and share count.
- Review the definitive terms of the private placement financing approved under the NYSE Proposal to understand the capital injection amount.
- Monitor the completion of the domestication process from the Cayman Islands to Delaware.
- Check for any subsequent filings regarding the revocation of redemption elections by shareholders.