As
filed with the Securities and Exchange Commission on June 13, 2019
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ranpak
Holdings Corp.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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98-1377160
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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7990 Auburn Road,
Concord Township, OH 44077
(440) 354-4445
(Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Michele Smolin
General Counsel
7990 Auburn Road
Concord Township, OH 44077
(440) 354-4445
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
John Meade
Lee Hochbaum
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
Approximate
date of commencement of proposed sale to the public
: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
☒
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Smaller reporting company
☐
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Emerging growth company
☒
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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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to Be Registered
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Amount to Be Registered
(1)
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Proposed Maximum Offering Price Per Unit
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Proposed Maximum Aggregate Offering Price
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Amount of
Registration Fee
(2)
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Class A common stock, par value $0.0001 per share
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41,493,961
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(3)(4)
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$
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9.54
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(5)
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$
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395,852,388
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(5)
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$
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47,977
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Class A common stock underlying Warrants
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20,127,479
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(6)
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$
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11.50
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(7)
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$
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231,466,009
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(7)
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$
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28,054
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Warrants
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5,127,482
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(8)
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—
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(9)
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—
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(9)
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—
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(9)
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Totals
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$
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76,031
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also
registering an indeterminate number of additional securities as may be issued to prevent dilution resulting from share dividends,
share splits or similar transactions.
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(2)
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Calculated by multiplying the estimated aggregate offering
price of the securities being registered by 0.0001212.
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(3)
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Includes the resale of (i) 26,112,332 shares of Class A common stock issued to certain accredited
investors in private placements pursuant to forward purchase agreements (the “forward purchase shares”), subscription
agreements (“subscription shares”) and in exchange for certain private placement warrants at the closing of the registrant’s
initial business combination (the “business combination”), (ii) 6,663,953 shares of Class A common stock issued upon
conversion of the registrant’s outstanding Class B common stock at the closing of the initial business combination and (iii)
3,590,194 shares of Class A common stock issuable upon the conversion of the registrant’s outstanding Class C common stock,
par value $0.0001 per share (“Class C common stock”), issued to certain accredited investors pursuant to forward purchase
agreements and subscription agreements, which are convertible into Class A common stock, subject to certain terms and restrictions
as described herein, at the election of the holder.
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(4)
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Includes the resale of (i) 4,556,738 shares of
Class A common stock issuable upon the exercise of the forward purchase warrants and (ii) 570,744 shares of Class A common stock
issuable upon the exercise of the private placement warrants, including in each case any shares of Class A common stock issued
upon exercise of a forward purchase warrant or private placement warrant which the holder, on purchase, had elected to treat as
a warrant to purchase shares of Class C common stock, but which prior to exercise had been converted into warrants to purchase
shares of Class A common stock.
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(5)
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Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed
maximum offering price is $9.54, which is the average of the high and low prices of the registrant’s Class A common stock
on June 11, 2019 on The New York Stock Exchange.
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(6)
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Includes (i) 14,999,997 shares of Class A common stock issuable upon the exercise of redeemable warrants included as part of
the units (the “public warrants”) issued in the registrant’s initial public offering (the “IPO”),
(ii) 4,556,738 shares of Class A common stock issuable upon the exercise of redeemable warrants issued to certain accredited investors
upon the closing of the business combination pursuant to forward purchase agreements (the “forward purchase warrants”)
and (iii) 570,744 shares of Class A common stock issuable upon exercise of warrants issued to the anchor investors and the BSOF
entities in a private placement in connection with the closing of our IPO (the “private placement warrants”), including
in the case of (ii) and (iii) any shares of Class A common stock issued upon conversion of a forward purchase warrant or private
placement warrant which the holder, on purchase, had elected to treat as a warrant to purchase Class C common shares.
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(7)
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Estimated solely for the purpose of the calculation of the registration fee pursuant to Rule 457(g), based
on the exercise price of the warrants.
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(8)
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Includes the resale of (i) 4,556,738 forward purchase warrants and (ii) 570,744 private placement warrants, including
forward purchase warrants and private placement warrants which the holder, on purchase, had elected to treat as a warrant to purchase
shares of Class C common stock, but which prior to resale pursuant to this registration statement had been converted into warrants
to purchase shares of Class A common stock.
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(9)
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In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the common stock underlying the
warrants, and no separate fee is payable for the warrants.
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The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is
not permitted.
SUBJECT
TO COMPLETION DATED JUNE 13, 2019
PRELIMINARY
PROSPECTUS
Ranpak
Holdings Corp.
20,127,479
Shares of Class A Common Stock underlying Warrants
41,493,961 Shares of Class A Common Stock
5,127,482 Warrants to Purchase Shares of Class A Common Stock
This
prospectus relates to the issuance from time to time by us of up to 20,127,479 shares of our Class A common stock, par value
$0.0001 per share (“
Class A common stock
”), including (i) 14,999,997 shares of Class A common stock
issuable upon the exercise of redeemable warrants (the “
public warrants
”) to purchase shares of Class A
common stock that were issued as part of the units in our initial public offering (the “IPO”), (ii)
4,556,738 shares of Class A common stock issuable upon the exercise of redeemable warrants to purchase shares of Class A
common stock that we issued in private placements to certain accredited investors upon the closing of our initial business
combination with Rack Holdings Inc. (the “
business combination
”) pursuant to forward purchase
agreements (the “
forward purchase warrants
”), and (iii) 570,744 shares of Class A common stock
issuable upon the exercise of warrants to purchase shares of Class A common stock that we issued to the anchor investors and
the BSOF entities (each as defined herein) in a private placement in connection with the closing of our IPO (the
“
private placement warrants
” and, collectively with the forward purchase warrants and the public warrants,
the “
warrants
”), including in the case of (ii) and (iii) any shares of Class A common stock issued upon
conversion of a forward purchase warrant or private placement warrant which the holder, on purchase, had elected to treat as
a warrant to purchase Class C common shares.
This prospectus also relates to the resale
from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “
selling
securityholders
”) of up to (i) 41,493,961 shares of Class A common stock and (ii) 5,127,482 warrants to purchase shares
of Class A common stock, consisting of 4,556,738 forward purchase warrants and 570,744 private placement warrants, including in
each case any shares of Class A common stock or warrants to purchase shares of Class A common stock, as the case may be, issued
upon conversion of a forward purchase warrant or private placement warrant which the holder, on purchase, had elected to treat
as a warrant to purchase Class C common shares.
The shares of Class A common stock covered
by this prospectus that may be offered and sold by the selling securityholders include up to (A)(i) 26,112,332 shares issued
in private placements to certain accredited investors upon the closing of the business combination pursuant to forward purchase
agreements (the “
forward purchase shares
"), subscription agreements (the “subscription shares”)
and the warrant exchange agreement, (ii) 6,663,953 shares issued upon conversion of the registrant’s outstanding Class B
common stock at the closing of the initial business combination to our Sponsor and certain other investors, including the Company’s
executive officers, which are subject to transfer restrictions as described herein, (iii) 3,590,194 shares which are convertible
at the holder’s election from outstanding shares of Class C common stock issued to certain accredited investors at the closing
of the business combination and (B) the resale of 5,127,482 shares issuable upon exercise of warrants to purchase shares
of Class A common stock, consisting of (i) 4,556,738 forward purchase warrants and (ii) 570,744 private placement warrants, including
shares of Class A common stock issuable upon exercise of forward purchase warrants and private placement warrants which the holder,
on purchase, had elected to treat as a warrant to purchase shares of Class C common stock, but which prior to exercise had been
converted into warrants to purchase shares of Class A common stock.
Each
forward purchase warrant and private placement warrant entitles the holder to purchase and, in each case, includes any shares
of Class A common stock issued upon conversion of a forward purchase warrant or private placement warrant which the holder, on
purchase, had elected to treat as a warrant to purchase Class C common shares, one share of Class A common stock at an exercise
price of $11.50 per share commencing on July 3, 2019 and will expire on June 3, 2024, at 5:00 p.m., New York City
time, or earlier upon redemption or liquidation. Once the warrants are exercisable, we may redeem the outstanding warrants (other
than the private placement warrants) in whole and not in part, at a price of $0.01 per warrant, if the last sale price
of the Class A common stock equals or exceeds $18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending on the third trading day before we send the
notice of redemption to the warrant holders, as described herein. The private placement warrants, however, are non-redeemable
so long as the anchor investors or the BSOF entities who purchased such warrants or their respective permitted transferees hold
them. Upon the sale or distribution of the forward purchase warrants and the private placement warrants as described herein, such
warrants will become fungible with the public warrants, and we expect that these transferred warrants will trade under the same
CUSIP and ticker symbol as the public warrants on The New York Stock Exchange (the “NYSE”).
We
are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The selling securityholders
may sell the securities covered by this prospectus in a number of different ways and at varying prices. We will not receive any
of the proceeds from the sale of the securities by the selling securityholders. We will receive proceeds from warrants exercised
in the event that such warrants are exercised for cash. We will pay certain expenses associated with the registration of the securities
covered by this prospectus, as described in the section titled “Plan of Distribution.”
Our
Class A common stock and public warrants trade on the NYSE under the symbols “PACK” and “PACK WS,”
respectively. On June 11, 2019, the closing prices of the Class A common stock and public warrants were $9.54 per share and
$1.29 per warrant, respectively.
Investing
in these securities involves certain risks. See “Risk Factors” beginning on page 9 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2019
table
of contents
Neither
we nor the selling securityholders have authorized anyone to provide you with information that differs from the information provided
in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement.
Neither we nor the selling securityholders are making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement or any documents
incorporated by reference is accurate as of any date other than the date of the applicable document. Since the respective dates
of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results
of operations and prospects may have changed.
About
this Prospectus
This prospectus is part of a registration
statement on Form S-3 that we filed with the United States Securities and Exchange Commission (the “SEC”) using a
“shelf” registration process. Under this shelf registration process, the selling securityholders may, from time to
time, offer and sell any combination of the securities described in this prospectus in one or more offerings. The selling securityholders
may use the shelf registration statement to sell up to an aggregate of 41,493,961 shares of Class A common stock and 5,127,482
warrants from time to time as described in the section entitled “Plan of Distribution.” This prospectus also relates
to the issuance by us of up to 20,127,479 shares of Class A common stock that are issuable upon the exercise of the warrants.
We
will not receive any proceeds from the sale of Class A common stock or warrants to be offered by the selling securityholders pursuant
to this prospectus, but we will receive proceeds from warrants exercised in the event that such warrants are exercised for cash.
We will pay the expenses, other than underwriting discounts and commissions, if any, associated with the sale of Class A common
stock and warrants pursuant to this prospectus. To the extent required, we and the selling securityholders, as applicable, will
deliver a prospectus supplement with this prospectus to update the information contained in this prospectus. The prospectus supplement
may also add, update or change information included in this prospectus. You should read both this prospectus and any applicable
prospectus supplement, together with additional information described below under the captions “Where You Can Find More
Information” and “Documents Incorporated by Reference.”
No
offer of these securities will be made in any jurisdiction where the offer is not permitted.
Unless
the context indicates otherwise, the terms “Ranpak,” “Company,” “we,” “us” and
“our” refer to Ranpak Holdings Corp., a Delaware corporation. References in this prospectus to the “business
combination” refer to the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated
as of December 12, 2018, as amended, which transactions were consummated on June 3, 2019.
Cautionary
Note Regarding Forward-Looking Statements
This
prospectus may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s
expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that are not historical facts, including
statements about the parties, perspectives and expectations, are forward-looking statements. In addition, any statements that
refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “forecast,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. Forward-looking statements in this Registration Statement and
the Exhibits attached hereto may include, for example, statements about: our expectations around the performance of the business;
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial
business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of
interest with our business; our public securities’ potential liquidity and trading; the lack of a market for our securities.
The
forward-looking statements contained in this Registration Statement and the Exhibits attached hereto are based on our current
expectations and beliefs concerning future developments and their potential effects on us taking into account information currently
available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks include, but are not limited to:
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our
inability to secure a sufficient supply of paper to meet our production requirements;
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the
impact of the price of kraft paper on our results of operations;
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our
reliance on third party suppliers;
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the
high degree of competition in the markets in which we operate;
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consumer
sensitivity to increases in the prices of our products;
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changes
in consumer preferences with respect to paper products generally;
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continued
consolidation in the markets in which we operate;
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the
loss of significant end-users of our products or a large group of such end-users;
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our
failure develop new products that meet our sales or margin expectations;
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our
future operating results fluctuating, failing to match performance or to meet expectations;
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our
ability to fulfill our public company obligations; and
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other
risks and uncertainties indicated from time to time in filings made with the SEC.
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Should
one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking
statements. We are not undertaking any obligation to update or revise any forward looking statements whether as a result of new
information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation
that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.
Frequently
Used Terms
Unless
the context otherwise requires, references in this prospectus to:
“additional
subscription agreement” are to the subscription agreement, dated as of May 9, 2019, by and between the Company and an additional
subscription investor;
“amendment
to stock purchase agreement” are to the amendment to the stock purchase agreement, dated January 24, 2019, by and among
the Company, Seller and Rack Holdings;
“anchor
earnout agreement” are to the earnout agreement, dated May 13, 2019, by and among the Company and certain of its anchor
investors, pursuant to which the consenting anchor investors agreed to an earnout provision with respect to the 3,750,000 founder
shares issued to the anchor investors;
“anchor
investors” are to the accredited investors with whom the Company entered into the forward purchase agreements, including
our founder and certain employees of our Sponsor and/or their affiliates;
“BSOF
entities” are to BSOF Master Fund L.P., a Cayman Islands exempted limited partnership, and BSOF Master Fund II L.P., a Cayman
Islands exempted limited partnership;
“business
combination” are to the transactions contemplated by the stock purchase agreement;
“bylaws”
refers to our bylaws adopted in connection with the domestication and as currently in effect, filed as an exhibit to the registration
statement of which this prospectus forms a part;
“charter”
refers to our certificate of incorporation filed with the Delaware Secretary of State of the State of Delaware on May 31, 2019
in connection with the domestication and as currently in effect, filed as an exhibit to the registration statement of which this
prospectus forms a part;
“Class
A common stock” or “Class A shares” are to our Class A common stock, par value $0.0001 per share;
“Class
A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share, converted into shares of Class A common
stock in connection with the domestication;
“Class
B common stock” or “Class B shares” are to our Class B common stock, par value $0.0001 per share;
“Class
B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share, converted into shares of Class B common
stock in connection with the domestication;
“Class
B share consent” are to the consent, dated December 12, 2018, by and among the Company and the holders of more than two-thirds
of the Class B ordinary shares;
“Class
C ordinary shares” are to our Class C ordinary shares, par value $0.0001 per share, converted into shares of Class C common
stock in connection with the domestication;
“Class
C common stock” or “Class C shares” are to our Class C common stock, par value $0.0001 per share;
“Code”
are to the Internal Revenue Code of 1986, as amended;
“common
stock” are to the Class A common stock, Class B common stock and Class C common stock;
“debt
financing” are to the debt financing incurred pursuant to the debt commitment letter, dated as of December 12, 2018, among
the Company and Goldman Sachs Lending Partners LLC and certain investment entities thereof (as amended, amended and restated,
supplemented or otherwise modified from time to time);
“DGCL”
are to the Delaware General Corporation Law;
“equity
financing” are to the (i) aggregate $150,000,000 of proceeds from the issuance of the forward purchase shares and the forward
purchase warrants, (ii) aggregate $162,000,000 of proceeds from the issuance of the subscription shares and the additional subscription
shares;
“equity
financing agreements” are to the forward purchase agreements and the subscription agreements;
“equity
financing investors” are to the anchor investors and the subscription investors;
“Exchange
Act” are to the Securities Exchange Act of 1934, as amended;
“financing”
are to the debt financing and the equity financing;
“first
earnout shares” are to the 3,397,500 founder shares, consisting of 50% of the founder shares held by the Sponsor immediately
following the IPO, which are subject to the terms of the sponsor earnout amendment;
“forward
purchase agreements” are to the forward purchase agreements, dated October 5, 2017 and amended on December 15, 2017 and
January 5, 2018, as amended or modified from time to time;
“forward
purchase shares” are to the 15,000,000 shares of common stock issued to the anchor investors pursuant to the forward purchase
agreements, unless the context otherwise requires;
“forward
purchase warrants” are to the 5,000,000 warrants to purchase Class A common stock or Class C common stock, as applicable,
issued to the equity financing sources pursuant to the equity financing agreements and the reallocation agreement, unless the
context otherwise requires;
“founder”
are to Omar Asali, our current Executive Chairman and former Chief Executive Officer;
“founder shares” are to the
6,663,953 shares of Class A common stock and 731,383 shares of Class C common stock which converted upon closing of the business
combination from Class B common stock, following redemptions in connection with the closing of the business combination from the
original 11,250,000 Class B ordinary shares issued to our Sponsor and the anchor investors in private placements prior to the
IPO;
“GAAP”
are to United States generally accepted accounting principles;
“holders
of our founder shares” are to the holders of founder shares, including our Sponsor, the anchor investors, the subscription
investors, the BSOF entities and certain of our Sponsor’s directors and employees;
“IPO”
are to the Company’s initial public offering of units, which closed on January 22, 2018;
“JS
Capital” are to JS Capital, LLC;
“management”
or our “management team” are to our offıcers and directors;
“the
Company ,” “we,” “our” or “us” are to Ranpak Holdings Corp., a Delaware corporation,
formerly known as One Madison Corporation, following its redomestication from an exempted company incorporated under the laws
of the Cayman Islands in connection with the closing of the business combination;
“ordinary
shares” are to, prior to the domestication, our Class A ordinary shares, Class B ordinary shares and Class C ordinary shares
and, following the domestication and where the context otherwise requires, to our Class A common stock, Class B common stock and
Class C common stock;
“organizational
documents” are to the charter and bylaws;
“private
placement warrants” are to the warrants issued to the anchor investors and the BSOF entities in a private placement in connection
with the closing of the IPO;
“public
shareholders” are to the holders of our public shares;
“public
shares” are to our Class A ordinary shares sold as part of the units in the IPO (whether they were purchased in the IPO
or thereafter in the open market), converted to Class A common stock in connection with the domestication;
“public
warrants” are to the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter
in the open market);
“Rack
Holdings” are to Rack Holdings Inc., a Delaware corporation;
“Ranpak”
are to Ranpak Holdings Corp., the registrant, unless the context otherwise requires;
“reallocation
agreement” are to the amended and restated reallocation agreement, dated as of December 12, 2018, among the Company and
the equity financing investors;
“registration
rights agreement” are to the Registration Rights Agreement, dated January 17, 2018, among the Company, our Sponsor and the
anchor investors;
“related
party” are to our directors, officers and substantial security holders;
“second
earnout shares” are to the 3,397,500 founder shares, consisting of 50% of the founder shares held by the Sponsor immediately
following the IPO, which are subject to the terms of the sponsor earnout amendment;
“securities
subscription agreement” are to the securities subscription agreement entered into on July 18, 2017, as subsequently amended
on December 1, 2017 and May 13, 2019, by and between the Company and the Sponsor;
“Seller”
are to Rack Holdings L.P., a Delaware limited partnership;
“Soros
Capital” are to Soros Capital LP;
“Sponsor”
are to One Madison Group LLC, a Delaware limited liability company;
“sponsor
earnout amendment” are to the second amendment, dated as of May 13, 2019, to the securities subscription agreement entered
into on July 18, 2017, as amended on December 1, 2017, by and between the Company and the Sponsor;
“stock
purchase agreement” are to the stock purchase agreement, dated as of December 12, 2018, as amended or modified from time
to time, by and among the Company, Seller and Rack Holdings;
“subscription
agreements” are to (i) the subscription agreements, dated as of December 12, 2018, by and between the Company and the subscription
investors and (ii) the additional subscription agreement, dated as of May 9, 2019, by and between the Company and an additional
subscription investor;
“subscription
investors” are to the accredited investors with whom the Company entered into the subscription agreements, including our
founder and certain of employees of our Sponsor and/or their affiliates;
“subscription
shares” are to the shares issued to the subscription investors as part of the subscription agreements;
“trust
account” are to the U.S.-based trust account at Morgan Stanley & Co., maintained by the trustee, established to hold
a portion of the net proceeds from the IPO and the sale of the private placement warrants;
“trust
agreement” are to the Investment Management Trust Agreement, dated as of January 17, 2018, by and between the Company and
the trustee;
“trustee”
are to Continental Stock Transfer & Trust Company;
“units”
are to our units sold in the IPO, each of which consisted of one Class A ordinary share and one-half of one warrant prior to their
automatic separation upon the closing of the business combination; and
“voting
agreement” are to the Amended and Restated Voting Agreement, dated as of December 7, 2018, by and among the Company and
the BSOF entities.
Unless
the context requires otherwise, references in this prospectus to the anchor investors, the subscription investors and the equity
financing investors refer to such persons in their capacities as such and not in any other capacity (including as directors and
officers of the Company, if applicable).
SUMMARY
This
summary highlights selected information and does not contain all of the information that is important to you. This summary is
qualified in its entirety by the more detailed information included in or incorporated by reference into this prospectus. Before
making your investment decision with respect to our securities, you should carefully read this entire prospectus, any applicable
prospectus supplement and the documents referred to in “Where You Can Find More Information; Documents Incorporated by Reference.”
Unless
the context indicates otherwise, the terms “Ranpak,” “Company,” “we,” “us” and
“our” refer to Ranpak Holdings Corp. (formerly known as One Madison Corporation), a Delaware corporation.
Ranpak
Holdings Corp.
Ranpak
is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial
supply chains. Since its inception in 1972, Ranpak has delivered high quality protective packaging solutions, while maintaining
its commitment to environmental sustainability.
Our
protective packaging systems are designed to be flexible and responsive to the needs of our end users, including the businesses
we serve directly or through our distributors that utilize our protective systems for the products they provide to their customers.
The flexibility and breadth of our full range of systems allows us to provide our end-users with the appropriate level of automation
to meet their specific needs. These protective packaging solutions, which include the accompanying paper consumables, fall into
four broad categories: void-fill, cushioning, wrapping and end of line automation.
Background
We
were originally formed as a blank check company incorporated on July 13, 2017 as One Madison Corporation, a Cayman Islands exempted
company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. On January 22, 2018, we consummated our initial public offering of
units, each consisting of one Class A ordinary share and one half of one warrant to purchase one Class A ordinary share. On June
3, 2019, we consummated the business combination whereby we acquired all of the issued and outstanding shares of common stock
of Rack Holdings, Inc., a Delaware corporation (“Rack Holdings”), pursuant to the terms of the stock purchase agreement
by and among the Company, Rack Holdings and Rack Holdings, L.P. In connection with the consummation of the business combination,
we deregistered as an exempted company in the Cayman Islands and domesticated as a Delaware corporation (the “domestication”).
On
the effective date of the domestication, our ordinary shares automatically converted by operation of law, on a one-for-one basis,
into shares of common stock in accordance with the terms of our charter and our outstanding warrants automatically became warrants
to acquire the corresponding shares of our common stock. The rights of holders of our common stock are now governed by our charter,
our bylaws and the Delaware General Corporation Law, each of which is described herein and in documents incorporated by reference
to the registration statement of which this prospectus forms a part.
Upon
the effective date of the domestication, we also changed our name to Ranpak Holdings Corp.
Additional
Information
Our
principal executive offices are located at 7990 Auburn Road, Concord Township, OH 44077, and our telephone number is (440) 354-4445.
We maintain a website at
www.ranpak.com
where general information about us is available. We are not incorporating the contents
of the website into this prospectus.
The
Offering
Issuer
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Ranpak
Holdings Corp.
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Shares
of Class A common stock issuable by us upon exercise of warrants
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20,127,479
shares (consisting of shares issuable upon exercise of the 14,999,997 public warrants, 4,556,738 forward purchase warrants
and 570,744 private placement warrants)
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Securities
that may be offered and sold from time to time by the selling securityholders named herein:
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Shares
of Class A common stock
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41,493,961
shares (including (i) 26,112,332 shares, (ii) 6,663,953 founder shares, (iii) 3,590,194 shares issuable upon the conversion
of outstanding Class C common stock)
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Shares
of Class A common stock issuable upon exercise of warrants
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5,127,482
shares, including any shares of Class A common stock issued upon conversion of a Class C common share received upon exercise
of a warrant which the holder, on purchase, had elected to treat as a warrant to purchase Class C common shares
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Warrants
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5,127,482
warrants (consisting of 4,556,738 forward purchase warrants and 570,744 private placement warrants)
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Shares
of Class A common stock issued and outstanding prior to any exercise of warrants (and prior to any conversion of outstanding
Class C common stock convertible into Class A common shares registered herein)
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47,357,632
shares (50,947,826 shares assuming the conversion of all shares of Class C common stock convertible into Class A common shares
registered herein)
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Shares
of Class A common stock to be issued and outstanding assuming exercise of all warrants (and prior to any conversion of outstanding
Class C common stock convertible into Class A common shares registered herein)
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67,485,111
shares (71,075,305 shares assuming the conversion of all shares of Class C common stock convertible into Class A common shares
registered herein)
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Transfer
restrictions on 4,275,000 founder shares held by anchor investors other than the Sponsor, its controlled affiliates and any
Sponsor-affiliate
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The
holders of our founder shares (other than our Sponsor, its controlled affiliates and any Sponsor-affiliate) have agreed to
not transfer, assign or sell any of their founder shares until the earlier of (A) one year after the completion of the initial business combination or (B) subsequent to the
initial business combination, if (x) the closing price of the Class A shares equals or exceeds $12.00 per share (as adjusted
for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the initial business combination, or (y) we complete a liquidation, merger,
share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class
A shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other
agreements of the holders of the founder shares prior to the IPO with respect to any founder shares.
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Transfer
restrictions on 2,940,336 founder shares held by the Sponsor, its controlled affiliates and any Sponsor-affiliates
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Our
Sponsor, its controlled affiliates and any Sponsor-affiliates have agreed not to transfer, assign or sell any of their
founder shares and any Class A shares or Class C shares issued upon conversion thereof until the earlier to occur of: (i)
the third anniversary of the consummation of the initial business combination or (ii) the waiver of the foregoing restriction
by anchor investors representing over 50% of the forward purchase shares.
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Use
of proceeds
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All
of the Class A common stock and warrants (including shares underlying such warrants) offered by the selling securityholders
pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive
any of the proceeds from these sales.
We
would receive up to an aggregate of approximately $172.5 million from the exercise of public warrants, approximately $52.4 million
from the exercise of the forward purchase warrants and approximately $6.6 million from the exercise of private placement warrants,
assuming the exercise in full of all the warrants for cash. The private placement warrants may be exercised on a “cashless
basis” so long as they are held by their initial purchasers or their permitted transferees. We expect to use the net proceeds
from the exercise of the warrants for general corporate purposes, which may include acquisitions and other business opportunities
and the repayment of indebtedness. Our management will have broad discretion over the use of proceeds from the exercise of the
warrants. See “Use of Proceeds.”
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Market
for our Class A common stock and warrants
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Our
Class A common stock and public warrants are currently listed on NYSE and, after resale, the forward purchase warrants and
the private placement warrants will also trade under the same CUSIP and ticker symbol as the public warrants.
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NYSE
ticker symbols
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Class
A common stock: “PACK”
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Warrants: “PACK WS”
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Risk
factors
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Any
investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider
the information set forth under “Risk Factors” on page 9 of this prospectus.
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RISK FACTORS
An investment in any securities
offered pursuant to this prospectus involves risk and uncertainties. You should consider carefully the risk factors below and
the risks described in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and any subsequent
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC we file after the
date of this prospectus, as well as the other information contained or incorporated by reference in this prospectus, and any applicable
prospectus supplement, before making an investment decision. Any of the risk factors could significantly and negatively affect
our business, financial condition, results of operations, cash flows, and prospects and the trading price of our securities. You
could lose all or part of your investment.
Risks Related to Our Business
We may be unable to secure
a sufficient supply of paper to meet our production requirements given the limited number of suppliers that produce paper suitable
for our products.
A limited number of paper mills
produce paper that is suitable for use in our products in the markets in which we operate, and if they fail, experience interruptions
in service, or are otherwise unable or unwilling to fill our purchase orders, we may not be able to produce enough of our paper
consumables to meet our own production requirements. In addition, there are several grades or types of paper that we use in our
products that we obtain from a single source due to the specificity of our requirements and limitations in the available paper
products in a given market. For example, in 2018 we purchased approximately 45% of our raw paper requirements in North America
from a single supplier, WestRock Company (“WestRock”). Increasing consolidation among our suppliers or the paper supply
market more broadly may increase our reliance on existing suppliers or impact our ability to obtain alternative suppliers, if
necessary. For example, WestRock announced in November 2018 the completion of its acquisition of Kapstone Paper and Packaging
Corporation, from whom we purchased approximately 25% of our raw paper requirements on a combined basis in Europe in 2018.
If WestRock, or one of our other
major suppliers of paper in any of the markets in which we operate, fails or experiences an interruption or delay in service,
there may be short-term or long-term disruption in our ability to secure paper from qualified sources and we may not have enough
inventory to maintain our production schedule or continue to provide paper consumables to our distributors and end-users on a
timely basis, or at all. For example, at most of our facilities, quantities of raw paper stored on-site represent approximately
five days of paper consumables production at such facilities due to cost savings and storage limitations. Any such failure, interruption
or delay may result in on-site paper storage at our paper consumable production facilities being depleted and, as a result, a
reduction in the volume of production and sales of our paper consumables, which may have a material adverse effect on our business,
results of operations and financial condition.
Paper pricing may negatively
impact our results of operations, including our profit margins, and financial condition.
Our primary input is kraft paper,
which we purchase from various paper suppliers around the world. Increases in global or regional market demand for paper-based
products could increase the cost of the kraft paper we purchase. Increases in the price of kraft paper could also result from,
among other things, increases in the cost of the raw materials used in paper production or increases in the cost of the energy
our suppliers use to manufacture paper.
While historically, we have been
able to successfully manage the impact of higher paper costs both by entering into annual fixed-price contracts with our suppliers,
as well as by increasing the selling prices of our products, if we are unable to minimize the effects of any increases in paper
costs through sourcing, pricing or other actions, our results of operations and financial condition may be materially adversely
affected.
Our business is exposed to risks
associated with our reliance on third party suppliers to provide both the components used in our protective packaging systems
as well as certain fully-assembled protective systems. These risks include, but are not limited to:
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the risk that our supplier agreements
will be terminated, or that we will not be able to renew our agreements on favorable
economic terms, and as a result our cost of goods will increase;
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the risk that our suppliers will experience
operational delays or disruptions that will affect our ability to produce protective
systems or provide them to our distributors and end-users;
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the risk that our suppliers will fail,
or will no longer be able to provide the components which we use to produce our protective
systems;
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the risk that our suppliers will not
be able to meet an increase in demand for the components which we use to produce our
protective systems;
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the risk that our suppliers’
costs will increase, and that they will increase the prices of components or fully-assembled
protective systems;
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the risk that suppliers of fully-assembled
protective systems will increase their prices or will no longer be able to provide us
with protective systems; and
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the risk that our suppliers in China,
that supply a majority of the components and systems provided to our end-users, will
be subject to increased trade barriers as a result of U.S.-Chinese trade measures, and
such trade barriers will increase the costs of these components and systems or negatively
impact our ability to purchase these components and systems.
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In addition, some of our third
party suppliers for components and fully-assembled systems represent our only source for such products. If we are unable to continue
to purchase such components and systems from such suppliers, we may face additional costs or delays, or be unable to obtain similar
components and systems. These and other factors may have a material adverse effect on our business, results of operation or financial
condition.
We experience competition in the markets for
our products and services.
We compete with a number of companies
that produce and/or sell similar or competing packaging products from a variety of materials. We have several foreign and domestic
competitors that are well established in the protective packaging market, including some with substantially greater financial,
technical and other resources than we have or broader geographic reach. Many of our existing competitors also invest substantial
resources in ongoing research and development, and we anticipate increased competition as consumer preferences and other trends
increase the appeal of our product areas. To the extent that our competitors introduce new products or technologies, such developments
could render our products obsolete, less competitive or uneconomical.
We compete with these companies
on, among other factors, the performance characteristics of our products, service, price, and the ability to develop new packaging
products and solutions. Accordingly, we may not be able maintain a competitive advantage over our competitors with respect to
these or other factors, which may adversely affect our net sales, which could have a material adverse effect on our business,
results of operations or financial condition.
Unfavorable end-user responses
to price increases could have a material adverse impact on our business, results of operations and financial condition.
From time to time, and especially in periods of
rising paper costs, we increase the prices of our products.
Significant price increases, particularly
if not taken by competitors in respect of similar products, could result in lower net sales. For instance, interruptions in paper
supply may lead us to increase the price of our paper consumables while plastic-based packaging competitors would not similarly
increase the price of our products, which may result in a reduction in our market share and net sales. Such loss of end-users
or lower net sales may materially adversely affect our business, results of operations and financial condition.
Demand for our products
could be adversely affected by changes in end-user or consumer preferences, which could have a material adverse effect on our
business, financial condition or results of operations.
Our net sales depends primarily
on the volume of purchases by our end-users in the e-commerce industry and other industries it serves. End-user preferences for
packaging formats, as well as the preferences of our end-users, can influence net sales. Changes in these preferences, as well
as changes in consumer behavior generally, could negatively impact demand for our products which could have a material adverse
effect on our business, financial condition or results of operations.
Moreover, we position ourselves
in the protective packaging market as the leading environmentally sustainable protective packaging solutions provider. Although
we believe a market and consumer preference for environmentally sustainable solutions is a trend that is likely to continue, there
is no guarantee that it will do so or that we will benefit from the continuing trend. If the current trend in favor of environmental
sustainability does not continue, diminishes, or shifts away from paper and fiber-based products, demand for our products could
decrease, which could have an adverse impact on our business or results of operations, including through reduced net sales and
a subsequent decrease in gross margin and earnings. Additionally, the advent of emerging or improved technologies, such as the
potential widespread availability of lower cost bio-plastics or increased recyclability of resin-based packaging solutions, could
satisfy market and consumer demand for environmentally sustainable packaging solutions and negatively impact our business, financial
condition or results of operations even if the current trend in favor of environmentally sustainable solutions continues.
Continued consolidation
in sectors in which many of our end-users operate may adversely affect our business, financial condition or results of operations.
Many of the sectors in which many
of our end-users operate, such as the e-commerce, automotive aftermarket, IT/electronics, machinery and home goods markets, have
been consolidating in recent years, and this trend may continue. Because our business relies on integrating our protecting packaging
systems into end-users’ existing operations and generating revenue through the sale of our paper consumables, increased
consolidation may have an adverse impact on our or our distributors’ ability to attract additional end-users or retain existing
end-users, or on the pricing of our products and services, which could in turn adversely affect our business, financial condition
or results of operations.
The loss of end-users, particularly
our e-commerce end-users, or a reduction in their production requirements, could have a significant adverse impact on our net
sales and profitability.
Although we have a diverse base
of end-users, the loss of significant end-users or a large group of end-users, or a reduction in their production requirements,
could have an adverse effect on our net sales and, depending on the magnitude of the loss or reduction, our financial condition
or results of operations. There can be no assurance that our existing end-user relationships will continue or be renewed at the
same level of production, or at all, in the future.
In particular, a number of our
e-commerce end-users that currently use our paper consumables for void-fill, cushioning or wrapping, including our largest single
end-user which accounted for approximately 11% of our net sales for the year ended December 31, 2018, have established internal
goals or initiatives relating to reducing the quantity of consumables that they utilize in their product packaging as part of
environmental responsibility initiatives. If these end-users achieve their goals or if additional end-users pursue similar initiatives,
they may require a reduced quantity of our paper consumables for protective packaging of their products. The loss of any e-commerce
end-users, or a reduction in their purchasing levels, could have a material adverse effect on our business, financial condition
or results of operations.
Our performance, competitive
position and prospects for future growth could be negatively impacted if new products we develop do not meet sales or margin expectations,
which could have a material adverse effect on our business, financial condition or results of operations.
Our performance is dependent in
part on our continuing ability to develop products that appeal to end-users by providing new or enhanced value propositions and
provide us with a favorable return on the products’ cost through sales of paper consumables. The development and introduction
cycle of each of these new products can be lengthy and involve high levels of investment. New products may not meet sales or margin
expectations due to many factors, including our inability to (i) accurately predict demand, end-user preferences and evolving
industry standards; (ii) resolve technical and technological challenges in a timely and cost-effective manner; or (iii)
achieve manufacturing efficiencies. To the extent any new products do not meet our sales or margin expectations, our competitive
position and future growth prospects may be negatively impacted, which could have a materially adverse effect on our business,
financial condition or results of operations.
Our investments in research and development
may not yield the results expected.
In order to compete in the protective
packaging market, we must, among other things, adapt to changing consumer preferences and a competitive market through technological
innovation. As a result of technological innovation as well as changing consumer preferences, new products can become standardized
rapidly, leading to more intense competition and ongoing price erosion. In order to maintain our competitive advantage, we have
invested, and will continue to invest, in research and development of new products and technologies. However, these investments
may not yield the innovation or results expected on a timely basis, or at all, and any resulting technological innovations may
not lead to successful new products or otherwise improve our performance and competitive advantage. Furthermore, our competitors
may develop new products that are better suited to meet consumer demands, may develop and introduce such products before we are
able to do so or may otherwise negatively impact the success of our new products, any of which could have a material adverse impact
on our business, financial condition or results of operations.
Our efforts to expand beyond
our core product offerings and into adjacent markets may not succeed and could adversely impact our business, financial condition
or results of operations.
We may seek to expand beyond our
core fiber-based protective packaging systems and develop products or business strategies that have wider applications for manufacturers,
end-users, or consumers. Expanding into new markets would require us to devote substantial additional resources to such expansion,
and our ability to succeed in developing such products to address such markets is not certain. It is likely that we would need
to take additional steps, such as hiring additional personnel, partnering with new third parties and incurring considerable research
and development expenses, in order to pursue such an expansion successfully.
Any such expansion would be subject
to additional uncertainties. For example, we could encounter difficulties in attracting new end-users due to lower levels of familiarity
with our brand among potential distributor partners and end-users in markets we do not currently serve. As a result, we may not
be successful in future efforts to expand into or achieve profitability from new markets, new business models or strategies or
new product types, and our ability to generate net sales from our current products and continue our existing business may be negatively
affected. If any such expansion does not enhance our ability to maintain or grow net sales or recover any associated development
costs, our business, financial condition or results of operations could be adversely affected.
Uncertain global economic
conditions have had and could continue to have an adverse effect on our financial condition or results of operations.
Uncertain global economic conditions
have had and may continue to have an adverse impact on our business in the form of lower net sales due to weakened demand, unfavorable
changes in product price/mix, or lower profit margins. For example, global economic downturns have adversely impacted some of
our end-users, such as automotive companies, distributors, electronic manufacturers, machinery manufacturers, home goods manufacturers
and e-commerce and mail order fulfillment firms, and other end-users that are particularly sensitive to business and consumer
spending.
During economic downturns or recessions,
there can be heightened competition for net sales and increased pressure to reduce selling prices as end-users may reduce their
volume of purchases. Also, reduced availability of credit may adversely affect the ability of some of our end-users and suppliers
to obtain funds for operations and capital expenditures. This could negatively impact our ability to obtain necessary supplies
as well as the sales of materials and equipment to affected end-users. This could also result in reduced or delayed collections
of outstanding accounts receivable from distributors or end-users. If we lose significant sales volume, are required to reduce
our selling prices significantly or are unable to collect amounts due, there could be a negative impact on our profitability and
cash flows, which could have a material adverse effect on our business, financial condition or results of operations.
The global nature of our
operations exposes us to numerous risks that could materially adversely affect our financial condition or results of operations.
We maintain production facilities
in three countries and territories, and our products are distributed to approximately 50 countries and territories around the
world. A substantial portion of our operations are located outside of the United States and approximately 54% of our 2018 sales
were generated outside of the United States. These operations, particularly in developing regions, are subject to various risks
that may not be present or as significant for our U.S. and European operations. Economic uncertainty in some of the geographic
regions in which we operate, including developing regions, could result in the disruption of commerce and negatively impact our
cash flows or operations in those areas. Risks inherent in our international operations include:
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foreign currency exchange controls
and tax rates, and exchange rate fluctuations, including devaluations;
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the potential for changes in regional
and local economic conditions, including local inflationary pressures;
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laws and regulations governing foreign
investment, foreign trade and currency exchange, such as those on transfer or repatriation
of funds, which may affect our ability to repatriate cash as dividends or otherwise and
may limit our ability to convert foreign cash flows into U.S. dollars;
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restrictive governmental actions such
as those on trade protection matters, including antidumping duties, tariffs, embargoes
and prohibitions or restrictions on acquisitions or joint ventures;
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the imposition of tariffs and other
trade barriers, and the effects of retaliatory trade measures;
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compliance with U.S. laws and regulations,
including those affecting trade and foreign investment and the U.S. Foreign Corrupt Practices
Act of 1977, as amended (the “Foreign Corrupt Practices Act”);
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compliance with tax laws, or changes
to such laws or the interpretation of such laws, affecting taxable income, tax deductions,
or other attributes relating to our non-U.S. earnings or operations;
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difficulties of enforcing agreements
and collecting receivables through certain foreign legal systems;
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difficulties of enforcement and variations
in protection of intellectual property and other legal rights;
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more expansive legal rights of foreign
unions or works councils;
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changes in labor conditions and difficulties
in staffing and managing international operations;
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import and export delays caused, for
example, by an extended strike at the port of entry, or major disruptions to international
or domestic trade routes due to strikes, shortages, acts of terrorism or acts of war
could cause a delay in our supply chain operations;
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difficulties in staffing and managing
international operations;
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geographic, language and cultural differences
between personnel in different areas of the world; and
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political, social, legal and economic
instability, civil unrest, war, catastrophic events, acts of terrorism, and widespread
outbreaks of infectious diseases.
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These and other factors may have
a material adverse effect on our international operations and, consequently, on our financial condition or results of operations.
If
significant tariffs or other restrictions are placed on the import of Chinese goods, or if China places tariffs or other restrictions
on the import of U.S. goods, our business, financial condition or results of operations may be materially adversely affected.
If significant tariffs or other
restrictions are placed on the import of Chinese goods or if China places significant tariffs or other restrictions on the import
of U.S. goods, our business, financial condition or results of operations may be materially adversely affected. For example, in
September 2018, the U.S. government assessed a 10% tariff on thousands of categories of goods, including parts that we import
from China to our domestic facilities to assemble our protective systems. Additionally, the U.S. government continues to signal
that it may alter trade agreements and terms between China and the United States, including limiting trade with China, and may
impose additional tariffs on imports from China. If additional duties are imposed or increasingly retaliatory trade measures taken
by either the United States or China, we could need to materially increase our capital expenditures relating to the assembly of
our protective systems, which could require us to raise our prices and result in the loss of end-users and harm our operating
performance. Alternatively, we may seek alternative supply sources outside of China which may result in significant costs and
disruption to our operations. In any such event, our business could be impacted by retaliatory trade measures taken by China or
other countries in response to existing or future tariffs, or the imposition of additional tariffs, any of which could cause us
to raise prices or make changes to our operations, and could materially harm our business, financial condition or results of operations.
A major loss of or disruption
in our assembly and distribution operations could adversely affect our business, financial condition or results of operations.
A disruption in operations at
one or more of our assembly and distribution facilities, or those of our suppliers, could have a material adverse effect on our
business or operations. Disruptions could occur for many reasons, including fire, natural disasters, weather, unplanned maintenance
or other manufacturing problems, disease, strikes or other labor unrest, transportation interruption, government regulation, contractual
disputes, political unrest or terrorism. For example, we operate in leased facilities in Reno, Nevada, Raleigh, North Carolina,
Kansas City, Missouri, and Nyrany, Czech Republic. If we are unable to renew leases at existing facilities on favorable terms
or to relocate our operations to nearby facilities in an orderly fashion upon the expiration of those leases, we could suffer
interruptions in our production and significant increases in costs.
Furthermore, alternative facilities
with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start
production, each of which could negatively affect our business and financial performance. If one of our key assembly or paper
converter facilities is unable to assemble our products or convert raw paper into our paper consumables, respectively, for an
extended period of time, our net sales may be reduced by the shortfall caused by the disruption and we may not be able to meet
our distributors’ and end-users’ needs, which could have a material adverse effect on our business, financial condition
or results of operations.
Fluctuations between foreign
currencies and the U.S. dollar could materially impact our consolidated financial condition or results of operations.
Approximately 54% of our net sales
in 2018 were generated outside the United States. We translate net sales and other results denominated in foreign currency into
U.S. dollars for our consolidated financial statements. As a result, we are exposed to currency fluctuations both in receiving
cash from our international operations and in translating our financial results back to U.S. dollars. During periods of a strengthening
U.S. dollar, we reported international net sales and net earnings could be reduced because foreign currencies may translate into
fewer U.S. dollars. Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and
exported for sale into other jurisdictions. These changes may impact the value received for the sale of ours goods versus those
of our competitors.
Foreign exchange rates may also
impact the ability of our customers to secure sufficient funds in U.S. dollars or European currency to purchase goods for export.
For example, many of our distributors are local entities in the markets in which they operate and utilize foreign currencies to
operate their business. Such distributors must convert their local currency into U.S. dollars or European currency in their business
with us, for which foreign exchange rate fluctuations may present additional challenges for the operation of their business. We
cannot predict the effects of exchange rate fluctuations on our future operating results or business. As exchange rates vary,
our results of operations and profitability may be harmed.
Cyber risk and the failure
to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do
business, could have a material adverse effect on our business, financial condition or results of operations.
We are subject to an increasing
number of information technology vulnerabilities, threats and targeted computer crimes which pose a risk to the security of our
systems and networks and the confidentiality, availability and integrity of our data.
Disruptions or failures in the
physical infrastructure or operating systems that support our businesses and end-users, or cyber-attacks or security breaches
of our networks or systems, could result in the loss of end-users and business opportunities, legal liability, regulatory fines,
penalties or intervention, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, any
of which could materially adversely affect our business, financial condition or results of operations. While we attempt to mitigate
these risks, our systems, networks, products, solutions and services remain potentially vulnerable to advanced and persistent
threats.
We also maintain and have access
to sensitive, confidential or personal data or information in certain of our businesses that are subject to privacy and security
laws, regulations and end-user controls. Despite our efforts to protect such sensitive, confidential or personal data or information,
our facilities and systems and those of our end-users and third-party service providers may be vulnerable to security breaches,
theft, misplaced or lost data, programming and/or human errors that could lead to the compromising of sensitive, confidential
or personal data or information, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure,
modification or destruction of information, defective products, production downtimes and operational disruptions, which in turn
could adversely affect our business, financial condition or results of operations.
We are subject to anti-corruption
and anti-money laundering laws with respect to both our domestic and international operations, and non-compliance with such laws
can subject us to criminal and civil liability and harm our business.
We are subject to the Foreign
Corrupt Practices Act, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT
Act, and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption
laws are interpreted broadly and prohibit us from authorizing, offering, or directly or indirectly providing improper payments
or benefits to recipients in the public or private sector. We can be held liable for the corrupt or other illegal activities of
these third-parties, our employees, representatives, contractors and agents, even if we do not explicitly authorize such activities.
In addition, although we have implemented policies and procedures to ensure compliance with anticorruption and related laws, there
can be no assurance that all of our employees, representatives, contractors, partners, or agents will comply with these laws at
all times. Noncompliance with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements,
prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties
or injunctions, suspension and debarment from contracting with certain governments or other persons, the loss of export privileges,
reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched,
or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business,
results of operations and financial condition could be materially harmed. In addition, responding to any action will likely result
in a materially significant diversion of management’s attention and resources and significant defense costs and other professional
fees. Enforcement actions and sanctions could further harm our business, results of operations and financial condition.
Product liability claims
or regulatory actions could adversely affect our financial results or harm our reputation or the value of our brands.
Claims for losses or injuries
purportedly caused by some of our products arise in the ordinary course of business. In addition to the risk of substantial monetary
judgments, product liability claims or regulatory actions could result in negative publicity that could harm our reputation in
the marketplace or adversely impact the value of our brands or ability to sell our products in certain jurisdictions. We could
also be required to recall possibly defective products, or voluntarily do so, which could result in adverse publicity and significant
expenses and reduced net sales. Although we maintain product liability insurance coverage, potential product liabilities claims
could be excluded or exceed coverage limits under the terms of our insurance policies or could result in increased costs for such
coverage.
Political and economic instability
and risk of government actions affecting our business and our end-users or suppliers may adversely impact our business, results
of operations and cash flows.
We are exposed to risks inherent
in doing business in each of the countries/regions or regions in which we or our end-users or suppliers operate including: civil
unrest, acts of terrorism, sabotage, epidemics, force majeure, war or other armed conflict and related government actions, including
sanctions/embargoes, the deprivation of contract rights, the inability to obtain or retain licenses required by us to operate
our plants or import or export our goods or raw materials, the expropriation or nationalization of our assets, and restrictions
on travel, payments or the movement of funds. In particular, if additional restrictions on trade with Russia were adopted by the
European Union or the United States, and were applicable to our products, we could lose revenue and experience lower growth rates
in the future, which could have a material adverse effect on our business, financial condition or results of operations.
We rely on third party distributors to store,
sell, market, service and distribute our products.
We rely on our network of third
party distributors to store, sell (in the case of paper consumables), market, service and distribute our protective packaging
systems and paper consumables to a majority of our end-users. Because we rely on third party distributors, we are subject to a
number of risks, including:
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the risk that distributors may terminate
or decline to renew their contractual relationship with us;
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the risk that we may not be able to
renew our contracts with distributors on the same contractual terms;
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the risk that distributors, or the
services that they rely on, will fail, or will be unable to deliver our protective packaging
systems and paper-based products in a timely manner;
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the risk that distributors will be
otherwise unable or unwilling to sell, market, service and distribute our products to
end users at the same rate they have historically, or at all; and
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the risk that end-users will increasingly
seek to purchase consumables directly from suppliers, which would require us to alter
our business model in order to accommodate direct-to-consumer sales.
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If we fail to maintain our relationships
with our distributors, or if our distributors do not meet the sales, marketing and service expectations of our or our end-users,
our business, financial condition or results of operations could be materially adversely affected.
We depend on third parties for transportation
services.
We rely primarily on third parties
for delivery of our raw materials, as well as for transportation to certain select end-users to which we directly sell our products.
In particular, a significant portion of the raw materials we use are transported by ship, railroad or trucks, which modes of transportation
are highly regulated. If any of our third-party transportation providers were to fail to deliver raw materials to us in a timely
manner, or fail to deliver our products to our direct end-users in a timely manner, we might be unable to manufacture our products
in response to end-user demand. For example, at most of our facilities, quantities of raw paper stored on-site represent approximately
five days of paper consumables production at such facilities due to cost savings and storage limitations. In addition, if any
of these third parties were to cease operations or cease doing business with us, it might be unable to replace them at reasonable
cost. Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could
harm our reputation, negatively impact our end-user relationships and have a material adverse effect on our financial condition
or results of operations.
We could experience disruptions in operations
and/or increased labor costs.
In Europe, most of our employees,
including most of our employees in the Netherlands, are represented by either labor unions or workers councils and are covered
by collective bargaining agreements that are generally renewable on an annual or bi-annual basis. In addition, as our business
expands globally we may be subject to new labor-related requirements that may impose additional requirements or costs on our business.
As is the case with any negotiation, we may not be able to negotiate or renew acceptable collective bargaining agreements in such
cases, which could result in strikes or work stoppages by affected workers. Renewal of collective bargaining agreements could
also result in higher wages or benefits paid to union members. A disruption in operations or higher ongoing labor costs could
materially adversely affect our business, financial condition or results of operations.
We are subject to a variety
of environmental and product registration laws that expose us to potential financial liability and increased operating costs.
We are subject
to a number of federal, state, local and foreign environmental, health and safety laws and regulations that govern, among other
things, the manufacture and assembly of our products, the discharge of pollutants into the air, soil and water and the use, handling,
transportation, storage and disposal of hazardous materials.
Many jurisdictions require us
to have operating permits for our assembly and warehouse facilities and operations. Any failure to obtain, maintain or comply
with the terms of these permits could result in fines or penalties, revocation or nonrenewal of our permits, or orders to temporarily
or permanently cease certain operations, and may have a material adverse effect on our business, financial condition or results
of operations.
Some jurisdictions in which we
operate have laws and regulations that govern the registration and labeling of some of our products. For example, we expect significant
future environmental compliance obligations for our European operations as a result of the European Union (“EU”) Directive
“Registration, Evaluation, Authorization, and Restriction of Chemicals” (EU Directive No. 2006/1907) enacted on December
18, 2006. The directive, known as REACH, imposes several requirements related to the identification and management of risks related
to chemical substances manufactured or marketed in Europe. The EU also enacted in 2008 a “Classification, Labeling and Packaging”
regulation, known as the CLP Regulation, which aligns the EU system of classification, labeling and packaging of chemical substances
to the Globally Harmonized System. Other jurisdictions may impose similar requirements. Compliance with these requirements can
be costly.
We cannot predict with reasonable
certainty the future cost of environmental compliance, industrial hygiene within our facilities, product registration, or environmental
remediation. Environmental laws have become more stringent and complex over time and may continue to do so. Our environmental
costs and operating expenses will be subject to these evolving regulatory requirements and will depend on the scope and timing
of the effectiveness of requirements in these various jurisdictions. As a result of such requirements, we may be subject to an
increased regulatory burden, including significant future environmental compliance, hygiene, health and safety obligations.
Increased compliance costs, increasing
risks and penalties associated with violations, or our inability to market some of our products in certain jurisdictions may have
a material adverse effect on our business, financial condition or results of operations.
Changes in laws or regulations,
or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
We are subject to laws, regulations
and rules enacted by national, regional and local governments and the NYSE. In particular, we are required to comply with certain
SEC, NYSE and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules
may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also
change from time to time and those changes could have a material adverse effect on our business, investments and results of operations.
In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material
adverse effect on our business and results of operations.
We are subject to litigation
in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may adversely impact our results of
operations and financial condition.
In the ordinary course of business,
we are subject to a variety of legal proceedings and legal compliance risks in our areas of operation around the world, including
product liability claims, actions brought against us by our employees and other legal proceedings. Any such claims, regardless
of merit, could be time-consuming and expensive to defend and could divert management’s attention and resources.
In accordance with customary practice,
we maintain insurance against some, but not all, of these potential claims. We may elect not to obtain insurance if we believe
that the cost of available insurance is excessive relative to the risks presented. The levels of insurance we maintain may not
be adequate to fully cover any and all losses or liabilities. Further, we may not be able to maintain insurance at commercially
acceptable premium levels or at all.
If any significant accident, judgment,
claim (or a series of claims) or other event is not fully insured or indemnified against, the cost of such accident, judgment,
claim(s) or other event could have a material adverse impact on our business, financial condition or results of operations. There
can be no assurance as to the actual amount of these liabilities or the timing thereof. We cannot be certain that the outcome
of current or future litigation will not have a material adverse impact on our business, results of operations and financial condition.
If we are not able to protect
or maintain our trademarks, patents and other intellectual property, we may not be able to prevent competitors from developing
similar products or from marketing their products in a manner that capitalizes on our trademarks, and this loss of a competitive
advantage may have a material adverse effect on our business, financial position or results of operations.
Our ability to compete effectively
with other companies depends, in part, on our ability to maintain the proprietary nature of our owned and licensed intellectual
property. If we are unable to maintain the proprietary nature of our intellectual property, this loss of a competitive advantage
could result in decreased net sales or increased operating costs, either of which could have a material adverse effect on our
business, financial condition or results of operations.
We own a large number of patents
and pending patent applications on our products, aspects thereof, methods of use and/or methods of manufacturing. There is a risk
that our patents may not provide meaningful protection and patents may never be issued for our pending patent applications. Furthermore,
we have historically focused and expect to continue to focus on strategically protecting our patents, including through pursuing
infringement claims, which, especially in Europe, carries the risk that a court will determine our patents are invalid or unenforceable.
Trademark and trade name protection
is important to our business. Although most of our trademarks are registered in the United States and in the foreign countries/regions
in which we operate, we may not be successful in asserting trademark or trade name protection. In addition, the laws of some foreign
countries/regions may not protect our intellectual property rights to the same extent as the laws of the United States. The costs
required to protect our trademarks and trade names may be substantial.
We cannot be certain that we will
be able to assert these intellectual property rights successfully in the future or that they will not be invalidated, circumvented
or challenged. Other parties may infringe on our intellectual property rights and may thereby dilute the value of our intellectual
property in the marketplace. Third parties, including competitors, may assert intellectual property infringement or invalidity
claims against us that could be upheld.
Intellectual property litigation,
which could result in substantial cost to and diversion of effort by us, may be necessary to protect our proprietary technology
or for us to defend against claimed infringement of the rights of others and to determine the scope and validity of others’
proprietary rights. We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any necessary
licenses on reasonable terms or at all.
Any failure by us to protect our
trademarks and other intellectual property rights may have a material adverse effect on our business, financial condition or results
of operations.
Our acquisition and integration
of businesses could adversely affect our business, financial condition or results of operations.
As part of our growth strategy,
from time to time we consider acquisitions that either complement or expand our existing lines of business. For example, in March
2017, we acquired End of Line Automation Neopack Solutions
S.A.S dba e3neo, a French packaging
automation company (“e3neo”). We are unable to predict the size, timing and number of acquisitions we may complete,
if any, in the future. Integrating acquired businesses may create substantial costs, delays or other problems for us that could
adversely affect our business, financial condition or results of operations. In addition, we may incur expenses associated with
sourcing, evaluating and negotiating acquisitions (including those that are not completed), and we also may pay fees and expenses
associated with financing acquisitions to investment banks and other advisors. We may also assume the liabilities of an acquired
company, there can be no assurances that all potential liabilities will be identified or known to us and any such liabilities
could materially adversely impact our business and financial condition.
Furthermore, we may not be able
to successfully integrate any acquired businesses or realize all of the expected synergies from previously acquired businesses
or related strategic initiatives. If we are unable to achieve the benefits that we expect to achieve from our strategic initiatives,
we could adversely affect our business, financial condition or results of operations. Additionally, while we execute these acquisitions
and related integration activities, it is possible that our attention may be diverted from our ongoing operations which may have
a negative impact on our business.
Our insurance policies may
not cover all operating risks and a casualty loss beyond the limits of our coverage could adversely impact our business.
Our business is subject to operating
hazards and risks relating to handling, storing, transporting and use of the products we sell. We maintain insurance policies
in amounts and with coverage and deductibles that we believe are reasonable and prudent. Nevertheless, our insurance coverage
may not be adequate to protect us from all liabilities and expenses that may arise from claims for personal injury or death or
property damage arising in the ordinary course of business, and our current levels of insurance may not be maintained or available
in the future at economical prices. If a significant liability claim is brought against us that is not adequately covered by insurance,
we may have to pay the claim with our own funds, which could have a material adverse effect on our business, financial condition
or results of operations.
Our annual effective income
tax rate can change materially as a result of changes in our mix of U.S. and foreign earnings and other factors, including changes
in tax laws and changes made by regulatory authorities.
Our overall effective income tax
rate is equal to our total tax expense as a percentage of total earnings before tax. However, income tax expense and benefits
are not recognized on a global basis but rather on a jurisdictional or legal entity basis. Losses in one jurisdiction may not
be used to offset profits in other jurisdictions and may cause an increase in our tax rate. Changes in the mix of earnings (or
losses) between jurisdictions and assumptions used in the calculation of income taxes, among other factors, could have a significant
effect on our overall effective income tax rate, which may have a material adverse effect on our financial condition or results
of operations.
U.S. federal income tax reform could adversely
affect us.
The 2017 Tax Cuts and Jobs Act (the “TCJA”),
which was enacted on December 22, 2017, significantly affects U.S. tax law by changing how the United States imposes income tax
on multinational corporations. The TCJA, among other things, reduced the U.S. corporate income tax rate from 35% to 21%, created
a territorial tax system with a one-time mandatory tax on previously deferred foreign earnings of U.S. subsidiaries, and created
a new tax on certain foreign earnings.
As of December 31, 2018, the Company completed
its accounting for the tax effects of the Act and recorded the impacts appropriately in the financial statements. There are ongoing
impacts as a result of the TCJA related to the current taxation of certain foreign earnings that would result in an increase to
our effective tax rate. Additionally, new guidance and regulations continues to be issued which are assessed on an ongoing basis
and can have an adverse affect on us.
The full realization of
our deferred tax assets may be affected by a number of factors, including earnings in the United States.
We have deferred tax assets including
state and foreign net operating loss carryforwards, accruals not yet deductible for tax purposes, employee benefit items, interest
expense carryforwards and other items. We have established valuation allowances to reduce the deferred tax assets to an amount
that is more likely than not to be realized. Our ability to utilize the deferred tax assets depends in part upon our ability to
generate future taxable income, including the scheduled reversal of deferred tax liabilities that have been generated as a result
of the transaction, within each respective jurisdiction during the periods in which these temporary differences reverse or our
ability to carryback any losses created by the deduction of these temporary differences. We expect to realize the assets over
an extended period. If we are unable to generate sufficient future taxable income in the U.S. and/or certain foreign jurisdictions,
or if there is a significant change in the time period within which the underlying temporary differences become taxable or deductible,
we could be required to increase our valuation allowances against our deferred tax assets. Our effective tax rate would increase
if we were required to increase our valuation allowances against our deferred tax assets. In addition, changes in statutory tax
rates or other legislation or regulation may change our deferred tax assets or liability balances, with either favorable or unfavorable
impacts on our effective tax rate.
We are subject to taxation
in multiple jurisdictions. As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement
with our tax positions could have a material adverse effect on our business, consolidated financial condition or results of operations.
We are subject to taxation in,
and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of our operations and corporate
and financing structure. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law
are issued or applied. For example, the United States in December 2018 enacted significant tax reform, and certain provisions
of the new law may adversely affect us. Many countries in the European Union, as well as a number of other countries and organizations
such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that,
if enacted, could increase our tax obligations in countries where we does business. Additional changes in tax laws could increase
our overall taxes and our business, consolidated financial condition or results of operations could be adversely effected in a
material way. In addition, the tax authorities in any applicable jurisdiction, including the U.S., may disagree with the positions
we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. If any applicable
tax authorities, including U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of
our transactions, it could have a material adverse effect on our business, consolidated financial condition or results of our
operations.
We may record a significant
amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets.
We record a significant amount
of goodwill and other identifiable intangible assets, including end user relationships, trademarks and developed technologies.
We test goodwill and intangible assets with indefinite useful lives for possible impairment annually during the fourth quarter
of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. Amortizable
intangible assets are periodically reviewed for possible impairment whenever there is evidence that events or changes in circumstances
indicate that the carrying value may not be recoverable. Impairment may result from, among other things, (i) a decrease in our
expected net earnings; (ii) adverse equity market conditions; (iii) a decline in current market multiples; (iv)
a decline in our common stock price; (v) a significant adverse change in legal factors or business climates; (vi) heightened
competition; (vii) strategic decisions made in response to economic or competitive conditions; or (viii) a more-likely-than-not
expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of. In the event that
we determine that events or circumstances exist that indicate that the carrying value of goodwill or identifiable intangible assets
may no longer be recoverable, we might have to recognize a non-cash impairment of goodwill or other identifiable intangible assets,
which could have a material adverse effect on our consolidated financial condition or results of operations.
Unanticipated changes in
effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our
financial condition and results of operations.
Following our domestication as
a Delaware corporation in connection with the closing of the business combination, we are subject to income and other taxes in
the United States, and our domestic tax liabilities are subject to the allocation of expenses in differing jurisdictions. Our
future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:
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changes in the valuation of our deferred
tax assets and liabilities;
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expected timing and amount of the release
of any tax valuation allowances;
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tax effects of stock-based compensation;
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costs related to intercompany restructurings;
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changes in tax laws, regulations or
interpretations thereof; or
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lower than anticipated future earnings
in jurisdictions where we have lower statutory tax rates and higher than anticipated
future earnings in jurisdictions where we have higher statutory tax rates.
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In addition, we may be subject
to audits of our income, sales and other taxes by U.S. federal and state authorities. Outcomes from these audits could have an
adverse effect on our financial condition and results of operations.
Disruption and volatility of the financial
and credit markets could affect our external liquidity sources.
Our principal sources of liquidity
are accumulated cash and cash equivalents, short-term investments, cash flow from operations and amounts available under our lines
of credit, including secured credit facilities, term loans and a revolving credit facility. We may be unable to refinance any
of our indebtedness on commercially reasonable terms or at all.
Additionally, conditions in financial
markets could affect financial institutions with which we have relationships and could result in adverse effects on our ability
to utilize fully our committed borrowing facilities. For example, a lender under the first lien secured credit facilities may
be unwilling or unable to fund a borrowing request, and we may not be able to replace such lender.
We may be required to take
write-downs or write-offs, restructuring and impairment or other charges in connection with the business combination that could
have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to
lose some or all of your investment.
Although we have conducted due
diligence on Rack Holdings, we cannot assure you that this diligence revealed all material issues that may be present in Rack
Holdings’ business, that it would be possible to uncover all material issues through a customary amount of due diligence,
or that factors outside of our and Rack Holdings’ control will not later arise. As a result, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in losses. Even if our
due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in
a manner not consistent with our preliminary risk analysis. Even though these charges may be noncash items and may not have an
immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions
about us or our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable
terms or at all.
We are dependent upon certain
key personnel to successfully operate our business, including our executive officers and directors, and their loss could adversely
affect our ability to operate. The loss of such key personnel and our inability to hire and retain replacements could negatively
impact our operations and profitability following the business combination.
Our ability to successfully operate
our business is dependent upon the efforts of certain key personnel, including our senior management. Furthermore, other than
key-man insurance on the life of Mr. Asali that we are required to obtain under the terms of the forward purchase agreements,
we do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.
The unexpected loss of the services of one or more of our directors or executive officers and our inability to hire and retain
replacements could have a detrimental effect on us and negatively impact our operations and profitability.
We have incurred and expect
to continue to incur significant transaction costs in connection with the business combination and related transactions.
We have incurred and expect to
continue to incur significant, non-recurring costs in connection with consummating the business combination and related transactions.
All expenses incurred in connection with the business combination and related transactions, including all legal, and other fees,
expenses and costs, will be for the account of the party incurring such fees, expenses and costs. Our transaction expenses as
a result of the business combination and related transactions are currently estimated to be approximately $42.2 million, including
$10.5 million in accompanying deferred underwriting commissions and private placement fees to the underwriters of our IPO. See
the notes to the unaudited pro forma financial statements for more information.
We may not have sufficient funds to satisfy
indemnification claims of our directors and executive officers.
We have agreed to indemnify our
officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right,
title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account
for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient
funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers
and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary
duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors,
even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.
Our debt financing entered
into for the purposes of consummating the business combination may adversely affect our leverage and financial condition and thus
negatively impact the value of our shareholders’ investment in us.
In connection
with the closing of the business combination, we entered into senior secured credit facilities provided by Goldman Sachs Merchant
Banking Division consisting of a $378,175,000 dollar-denominated first lien term facility, a €140.0 million euro-denominated
first lien term facility and a $45.0 million revolving facility. Our senior secured credit facilities, impose, and future financing
agreements are likely to impose, operating and financial restrictions on our activities which may adversely affect our ability
to finance capital expenditures, acquisitions, debt service requirements or to engage in new business activities or otherwise
adversely affect our ability to execute our business strategy compared to our competitors who have less debt. In some cases, these
restrictions require us to comply with or maintain certain financial tests and ratios. Subject to certain exceptions, such agreements
restrict our ability to, among other things:
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declare dividends or redeem or repurchase
capital stock, including with respect to our Class A common stock;
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prepay, redeem or purchase other debt;
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make loans, guarantees, acquisitions
and other investments;
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incur additional indebtedness;
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engage in sale and leaseback transactions;
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amend or otherwise alter debt and other
material agreements;
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engage in mergers, acquisitions or
asset sales;
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engage in transactions with affiliates;
and
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enter into arrangements that would
prohibit us from granting liens or restrict our ability to pay dividends, make loans
or transfer assets among our subsidiaries.
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Further, various risks, uncertainties
and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants
in our existing or future financing agreements, including with respect to the senior secured credit facilities, could result in
a default under those agreements and under other agreements containing cross-default provisions. Such a default would permit lenders
to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt. Under these
circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations
imposed by our existing and future financing agreements on our ability to incur additional debt and to take other actions might
significantly impair our ability to obtain other financing. We cannot assure you that we will be granted waivers or amendments
to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt
on terms acceptable to us, or at all.
Our substantial levels of
outstanding indebtedness could adversely affect our financial condition and ability to fulfill our obligations.
We have incurred substantial levels of outstanding
debt, and the outstanding indebtedness may:
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adversely impact our ability to obtain
additional financing in the future for working capital, capital expenditures, acquisitions
or other general corporate purposes;
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require us to dedicate a substantial
portion of our cash flow to payment of principal and interest on our debt and fees on
our letters of credit, which reduces the availability of our cash flow to fund working
capital, capital expenditures, acquisitions and other general corporate purposes;
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subject us to the risk of increased
sensitivity to interest rate increases based upon variable interest rates, including
our outstanding borrowings (if any);
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increase the possibility of an event
of default under the financial and operating covenants contained in our existing debt
instruments; and
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limit our ability to adjust to rapidly
changing market conditions, reduce our ability to withstand competitive pressures and
make it more vulnerable to a downturn in general economic conditions of our business
than their competitors with less debt.
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Our ability to make scheduled
payments of principal or interest with respect to our debt will depend on our ability to generate cash and our future financial
results. If we are unable to generate sufficient cash flow from operations in the future to service our debt obligations, we might
be required to refinance all or a portion of our existing debt or to obtain new or additional such facilities. However, we might
not be able to refinance our existing debt or obtain any such new or additional facilities on favorable terms or at all.
We may be unable to obtain additional financing
to fund our operations or growth.
We may require additional financing
to fund our operations or growth. The failure to secure additional financing could have a material adverse effect on the continued
development or growth of the Company. Other than pursuant to the working capital promissory note, none of our officers, directors
or shareholders is required to provide any financing to us in connection with or after our initial business combination.
We are an emerging growth
company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult
to compare our performance with other public companies.
We are an emerging growth company
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important.
We could remain an emerging growth company for up to five years from the date of our IPO, although circumstances could cause us
to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds $700,000,000
as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December
31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If
some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our
securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading
prices of our securities may be more volatile.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out
of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make comparison of our financial statements with another public company
which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accountant standards used.
Compliance obligations under
the Sarbanes-Oxley Act require substantial financial and management resources, and increase the time and costs of integrating
an acquisition.
Section 404 of the Sarbanes-Oxley
Act required that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for
the year ending December 31, 2018. However, we have yet to evaluate and report on the internal control over financial reporting
of Rack Holdings, and there can be no guarantee that the internal control over financial reporting at Rack Holdings is in compliance
with the provisions of the Sarbanes-Oxley Act. As such, the development of the internal controls of Rack Holdings in order to
achieve compliance with the Sarbanes-Oxley Act may involve expense, time and be a distraction to management.
Only in the event we are deemed
to be a large accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. However, for as long as we remain an emerging growth
company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our
internal control over financial reporting. In addition, as we have yet to evaluate and report on the internal control over financial
reporting of Rack Holdings, the independent registered public accounting firm attestation requirement may result in the identification
of issues with respect to Rack Holdings’ internal controls over financial reporting, which may result in increased time
and expense.
Provisions in our organizational
documents may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class
A common stock and could entrench management.
Our organizational documents contain
provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These
provisions include the ability of the board of directors to designate the terms of and issue new series of preference shares,
which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of
a premium over prevailing market prices for our securities.
Our organizational documents
designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between
the Company and our stockholders, to the fullest extent permitted by law, which could limit the Company’s stockholders’
ability to obtain a favorable judicial forum for disputes with the Company or our directors, officers, stockholders, employees
or agents.
Our organizational documents provide
that, to the fullest extent permitted by law, unless the Company consents to the selection of an alternative forum, the Court
of Chancery of the State of Delaware will be the sole and exclusive forum for:
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any derivative action or proceeding
brought on behalf of the Company;
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any action asserting a claim of breach
of a fiduciary duty owed to the Company or the Company’s stockholders by any of
the Company’s directors, officers or other employees;
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any action asserting a claim against
the Company or any of the Company’s directors, officers or employees arising out
of or relating to any provision of the DGCL or the proposed organizational documents;
or
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any action asserting a claim against
the Company or any of the Company’s directors, officers, stockholders or employees
that is governed by the internal affairs doctrine of the Court of Chancery of the State
of Delaware.
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This choice of forum provision
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company
or any of the Company’s directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
However, stockholders will not be deemed to have waived the Company’s compliance with the federal securities laws and the
rules and regulations thereunder and this provision would not apply to suits brought to enforce a duty or liability created by
the Exchange Act, which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, this provision applies
to Securities Act claims and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over
all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Accordingly, there is uncertainty
as to whether a court would enforce such provision with respect to suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. If a court were to find the choice of forum provision contained in the
Company’s proposed organizational documents to be inapplicable or unenforceable in an action, the Company may incur additional
costs associated with resolving such action in other jurisdictions, which could harm the Company’s business, results of
operations and financial condition.
Risks Related to Ownership of Our Securities
The grant of registration
rights to certain holders of our shares and warrants and the future exercise of such rights may adversely affect the market price
of our Class A common stock.
Pursuant to the registration rights
agreements entered into in connection with the IPO and the sales of the subscription shares, the equity financing investors and
holders of the private placement warrants and the warrants that may be issued upon conversion of the working capital loans are
entitled to registration rights with respect to such equity financing shares, warrants and the common stock underlying such warrants,
as applicable. The registration rights are exercisable with respect to the equity financing shares, the private placement warrants
(including any Class A common stock or Class C common stock issuable upon exercise of such private placement warrants) and the
warrants that may be issued upon conversion of working capital loans (including any Class A common stock that may be issued upon
the exercise of such warrants). Pursuant to the forward purchase agreements and the strategic partnership agreement, we have agreed
that we will use our reasonable best efforts (i) to file within 30 days after the closing (and, with respect to clause (B) below,
within 30 days following announcement of the results of the shareholder vote relating to our business combination, which we refer
to as the “disclosure date”) a registration statement with the SEC for a secondary offering of (A) the forward purchase
securities, the subscription securities, the Class A common stock underlying the forward purchase warrants, and the anchor investors’
and the BSOF entities’ founder shares, and (B) any other Class A common stock or warrants acquired by the anchor investors,
the BSOF entities and the subscription investors, including any time after we complete our business combination, (ii) to cause
such registration statement to be declared effective promptly thereafter, but in no event later than 60 days after the closing
or the disclosure date, as the case may be and (iii) to maintain the effectiveness of such registration statement until the earliest
of (A) the date on which such relevant party ceases to hold the securities covered thereby and (B) the date all of the securities
covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the
requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set
forth in the forward purchase agreements, the subscription agreements and the voting agreement, as applicable. We will bear the
cost of registering these securities. The registration and availability of such a significant number of securities for trading
in the public market may have an adverse effect on the market price of our Class A common stock.
A significant portion of
our total outstanding shares may be sold into the market in the near future. This could cause the market price of our common stock
to drop significantly, even if our business is doing well.
Sales of a substantial number
of shares of common stock in the public market could occur at any time. These sales, or the perception in the market that the
holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. Following consummation
of the business combination, our Sponsor holds approximately 5.1% of our total outstanding shares, our officers and directors
hold approximately 6.0% of our total outstanding shares, JS Capital holds approximately 43.8% of our total outstanding shares,
and the BSOF entities hold approximately 8.4% of our total outstanding shares, which does not take into account any warrants outstanding
as of the closing and that may be exercised thereafter. Pursuant to the terms of the forward purchase agreements entered into
at the time of the IPO and the reallocation agreement, the founder shares may not be transferred until the earlier to occur of
(i) one year after the closing or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction
that results in all of our public shareholders having the right to exchange their common stock for cash, securities or other property.
Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the closing, the common stock into which the founder shares convert
will be released from these transfer restrictions. Additional sales of our common stock into the market may cause the market price
of our common to drop significantly.
Certain of our stockholders,
including JS Capital and our Sponsor, own a significant portion of the outstanding voting stock of the Company.
Upon completion of the business
combination and the related transactions, JS Capital owns approximately 43.8% of our common stock and our Sponsor owns approximately
5.1% of our outstanding common stock. As long as JS Capital and our Sponsor own or control a significant percentage of outstanding
voting power, they will have the ability to strongly influence all corporate actions requiring shareholder approval, including
the election and removal of directors and the size of our board of directors, any amendment of our organizational documents, or
the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. The
interests of JS Capital and our Sponsor may not align with the interests of our other shareholders. JS Capital and our Sponsor
are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly
or indirectly with us. JS Capital and our Sponsor may also pursue acquisition opportunities that may be complementary to our business,
and, as a result, those acquisition opportunities may not be available to us.
The NYSE may delist our
securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and
subject us to additional trading restrictions.
Our Class A common stock and warrants
are listed on the NYSE. We cannot guarantee that our securities will remain listed on the NYSE. In order to continue listing our
securities on the NYSE, we must maintain certain financial, distribution and share price levels. If the NYSE delists our securities
from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our
securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences,
including:
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a limited availability of market quotations
for our securities;
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reduced liquidity for our securities;
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a determination that our Class A common
stock are a “penny stock” which will require brokers trading in our Class
A common stock to adhere to more stringent rules and possibly result in a reduced level
of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst
coverage; and
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a decreased ability to issue additional
securities or obtain additional financing in the future.
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The National Securities Markets
Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,
which are referred to as “covered securities.” Our Class A common stock and warrants are listed on the NYSE, and,
as a result, are covered securities. Although the states are preempted from regulating the sale of our securities, the federal
statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a
state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the
State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten
to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer
listed on the NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which
we offer our securities.
We may amend the terms of
the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then outstanding
public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and
the number of shares of common stock purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants were issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants
to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the
public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of
such amendment. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants,
shorten the exercise period or decrease the number of Class A common stock purchasable upon exercise of a warrant.
We may redeem unexpired
warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
We have the ability to redeem
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant,
provided that the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for share splits,
share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending
on the third trading day prior to proper notice of such redemption. If and when the warrants become redeemable by us, we may exercise
our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state
securities laws.
Redemption of the outstanding
warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous
for you to do so, (ii) sell your warrants at the then current market price when you might otherwise wish to hold your warrants
or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely
to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by
us so long as they are held by the anchor investors, the BSOF entities or their respective permitted transferees.
Warrants, including those
issued in connection with the business combination, will become exercisable for our common stock, which may have an adverse effect
on the market price of our Class A common stock, would increase the number of shares eligible for future resale in the public
market, and result in dilution to our shareholders.
We issued warrants to purchase
15,000,000 shares of our Class A common stock as part of the units sold in the IPO and, simultaneously with the closing of the
IPO, we issued in the private placement an aggregate of 8,000,000 private placement warrants, approximately 570,700 of which are
still outstanding as of the date of this prospectus, each exercisable to purchase one share of Class A common stock or Class C
common stock, as applicable, at $11.50 per share. We also issued 5,000,000 forward purchase warrants concurrently with the closing
of the sale of the forward purchase shares. Such warrants, when exercised, will increase the number of issued and outstanding
Class A common stock and reduce the value of the Class A common stock.
To the extent our outstanding
warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the then existing holders
of our common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of
such shares in the public market could adversely affect the market price of our common stock. In addition, such dilution could,
among other things, limit the ability of our current shareholders to influence our management through the election of directors.
The market for our securities may be volatile
following the closing.
Following the business combination,
the price of our securities may fluctuate significantly due to the market’s reaction to the business combination and general
market and economic conditions. The price of our securities after the business combination can vary due to general economic conditions
and forecasts, our general business condition and the release of our financial reports.
If the business combination’s
benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of our securities may
decline.
If the benefits of the business
combination do not meet the expectations of investors or securities analysts, the market price of our securities prior to the
closing may decline. In addition, fluctuations in the price of our securities could contribute to the loss of all or part of your
investment. Prior to the business combination, trading in the shares of our Class A common stock had not been active. Accordingly,
the valuation ascribed to our Class A common stock in the subscription agreements may not be indicative of the price that will
prevail in the trading market following the business combination. If an active market for our securities develops and continues,
the trading price of our securities following the business combination could be volatile and subject to wide fluctuations in response
to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect
on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In
such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of our securities
following the business combination may include:
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actual or anticipated fluctuations
in our quarterly financial results or the quarterly financial results of companies perceived
to be similar to us;
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changes in the market’s expectations
about our operating results;
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success of competitors;
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our operating results failing to meet
the expectation of securities analysts or investors in a particular period;
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changes in financial estimates and
recommendations by securities analysts concerning the Company or the market in general;
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operating and stock price performance
of other companies that investors deem comparable to the Company;
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changes in laws and regulations affecting
our business;
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commencement of, or involvement in,
litigation involving the Company;
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changes in our capital structure, such
as future issuances of securities or the incurrence of additional debt;
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the volume of common stock available
for public sale;
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any major change in our board of directors
or management;
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sales of substantial amounts of common
stock by our directors, executive officers or significant shareholders or the perception
that such sales could occur; and
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general economic and political conditions
such as recessions, interest rates, fuel prices, international currency fluctuations
and acts of war or terrorism.
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Broad market and industry factors
may materially harm the market price of our securities irrespective of our operating performance. The stock market in general
and NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance
of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable.
A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be
similar to the Company following the business combination could depress our stock price regardless of our business, prospects,
financial conditions or results of operations. A decline in the market price for our securities also could adversely affect our
ability to issue additional securities and our ability to obtain additional financing in the future.
If securities or industry
analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their
recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline.
The trading market for our common
stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business,
our market, or our competitors. If any of the analysts who may cover us change their recommendation regarding our stock adversely,
or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline.
If any analyst who may cover us were to cease their coverage or fail to regularly publish reports on us, we could lose visibility
in the financial markets, which could cause our stock price or trading volume to decline.
Use of
Proceeds
All of the shares of Class A common stock
and warrants (including shares of Class A common stock underlying such warrants and convertible from shares of Class C common
stock) offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their
respective accounts. We will not receive any of the proceeds from these sales.
We would receive up to an aggregate of
approximately $172.5 million from the exercise of public warrants, approximately $52.4 million from the exercise of forward purchase
warrants and approximately $6.6 million from the exercise of private placement warrants, assuming the exercise in full of all
the warrants for cash. We expect to use the net proceeds from the exercise of the warrants for general corporate purposes, which
may include acquisitions and other business opportunities and the repayment of indebtedness. Our management will have broad discretion
over the use of proceeds from the exercise of the warrants.
There is no assurance that the holders
of the warrants will elect to exercise any or all of the warrants. To the extent that the warrants are exercised on a “cashless
basis,” the amount of cash we would receive from the exercise of the warrants will decrease.
Description
of Securities
The following summary of the material
terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. We urge you
to read our charter and bylaws in their entirety for a complete description of the rights and preferences of our securities.
Authorized and Outstanding Stock
Our charter authorizes the issuance of
426,000,000 shares of capital stock, consisting of (i) 200,000,000 shares of Class A common stock, par value $0.0001 per share,
(ii) 25,000,000 shares of Class B common stock, par value $0.0001 per share, (iii) 200,000,000 shares of Class C common stock,
par value $0.0001 per share and (iv) 1,000,000 shares of preferred stock, par value $0.0001 per share.
As of June 4, 2019, there were (i) 47,357,632
shares of Class A common stock outstanding, held of record by approximately 36 holders, (ii) no shares of Class B common stock
outstanding, (iii) 6,511,293 shares of Class C common stock outstanding, held of record by approximately 2 holders, (iv) no shares
of preferred stock outstanding, and (v) 20,570,741 warrants outstanding, held of record by approximately 20 holders. Such numbers
do not include DTCC participants or beneficial owners holding shares through nominee names.
Common Stock
Voting Power
Each holder of Class A common stock and
Class B common stock, as such, shall be entitled to one vote for each share of Class A common stock and Class B common stock held
of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that, except
as otherwise required by law, holders of Class A common stock and Class B common stock, as such, shall not be entitled to vote
on any amendment to the charter (including any certificate of designations relating to any class or series of preferred stock)
that relates solely to the terms of one or more outstanding classes or series of preferred stock if the holders of such affected
class or series are entitled, either separately or together with the holders of one or more other such classes or series, to vote
thereon pursuant to the charter (including any certificate of designations relating to any class or series of preferred stock)
or pursuant to the DGCL.
Notwithstanding any other provision in
the charter, the holders of the outstanding shares of each class of common stock shall be entitled to vote separately upon any
amendment to the charter (including by merger, consolidation, reorganization or similar event) that would alter or change the
powers, preferences or special rights of such class of common stock in a manner that is disproportionately adverse as compared
to the other classes of common stock.
Shares of Class C common stock have identical
terms as shares of Class A common stock, except Class C common stock does not grant its holders any voting rights.
Class C Conversion
Each share of issued Class C common stock
shall be converted to one share of Class A common stock, subject to any necessary adjustments for any share splits, capitalizations,
consolidations or similar transactions occurring in respect of the Class A common stock or the Class C common stock (a “Class
C Share Conversion”): (1) on the 65th calendar day (or such other period as the Company and the registered holder may otherwise
agree) following receipt by the Company of notice in writing from the registered holder to convert such share of Class C common
stock; or (2) automatically upon the transfer by the registered holder of such share of Class C common stock, whether or not for
value, to a third party, except for transfer to a nominee or “affiliate” (as such term is defined in Rule 12b-2 under
the Exchange Act) of such holder in a transfer that will not result in a change of “beneficial ownership” (as determined
under Rule 13d-3 under the Exchange Act) or to a person that already holds shares of Class A common stock.
The Company shall at all times reserve
and keep available, free from preemptive rights, such number of its authorized but unissued shares of Class A common stock as
may be required to effect conversions of the Class C common stock.
Dividends
Subject to the rights, if any, of the
holders of any outstanding series of the preferred stock, holders of common stock will be entitled to receive such dividends and
other distributions, if any, as may be declared from time to time by the board of directors in its discretion out of funds legally
available therefor and shall share equally on a per share basis in such dividends and distributions.
Liquidation, Dissolution and Winding-Up
In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of common stock will be entitled to
receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders,
subject to the rights, if any, of the holders of any outstanding series of the preferred stock.
Preemptive or Other Rights
The Company’s stockholders have
no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock.
Election of Directors
There is no cumulative voting with respect
to the election of directors. The charter establishes a classified board of directors that is divided into three classes with
staggered three-year terms, Class I, Class II and Class III. Only the directors in one class are subject to election by a plurality
of votes cast at each annual meeting of the Company’s stockholders, with the directors in the other classes continuing for
the remainder of their respective three-year terms.
Founder Shares
In connection with the consummation of
the business combination, the founder shares automatically converted on a one-for-one basis into shares of Class A common stock
(or, at the election of the holder, Class C common stock). As of the closing of the business combination, an aggregate of 2,940,336
founder shares owned by the Sponsor are subject to certain transfer restrictions, including an earnout provision, pursuant to
the terms of that certain securities subscription agreement, dated as of July 18, 2017 (as amended, the “securities subscription
agreement”), as amended on December 1, 2017 and May 13, 2019 (the “sponsor earnout amendment”), by and between
the Company and the Sponsor. In addition, on May 13, 2019, the Company and certain of its anchor investors entered into an earnout
agreement (the “anchor earnout agreement”), pursuant to which the consenting anchor investors agreed to an earnout
provision with respect to the 3,750,000 founder shares issued to the anchor investors.
While subject to these restrictions, these
shares may not be disposed of except in accordance with such restrictions. For a description of the terms of the Securities
Subscription Agreement and the Anchor Earnout Agreement, please see “Principal and Selling Shareholders—Material Relationships
with Related Parties—Transactions in Connection with the Business Combination—Securities Subscription Agreement.”
Preferred Stock
The charter authorizes 1,000,000 shares
of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The board
of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
The board of directors is able, without stockholder approval, to issue preferred stock with voting and other rights that could
adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The
ability of the board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring
or preventing a change of control of the Company or the removal of existing management.
As of June 11, 2019, the Company has no
preferred stock outstanding. Although the Company does not currently intend to issue any shares of preferred stock, we cannot
assure you that it will not do so in the future.
Warrants
The warrants are issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any
defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants and forward
purchase warrants to make any change that adversely affects the interests of the registered holders. You should review a copy
of the warrant agreement, which is incorporated by reference as an exhibit to the registration statement of which this prospectus
is a part, for a complete description of the terms and conditions applicable to the warrants.
Public Shareholders’ and Forward
Purchase Warrants
Each public warrant and forward
purchase warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share,
subject to adjustment as discussed below, at any time commencing 30 days after the closing of the business combination, provided
that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon
exercise of the warrants and a current prospectus relating thereto is available (or the Company permits holders to exercise their
warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified
or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only
a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the closing of
the business combination, or earlier upon redemption or liquidation.
We will not be obligated to deliver any
Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective
and a prospectus relating thereto is current, subject to us satisfying our obligations described below with respect to registration.
No warrant will be exercisable and we will not be obligated to issue a share of Class A common stock upon the exercise of a warrant
unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the
two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash
settle any warrant.
Once the warrants become exercisable,
we may call the warrants for redemption:
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon not less than 30 days’ prior written notice of
redemption to each warrant holder; and
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if, and only if, the reported last sales price of our Class
A common stock equals or exceeds $18.00 per share (as adjusted for share splits, share
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
a 30-trading day period ending on the third trading day prior to the date on which we
send the notice of redemption to the warrant holders.
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If and when the warrants become redeemable,
we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all
applicable state securities laws.
If the foregoing conditions are satisfied
and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant
prior to the scheduled redemption date. However, the price of our Class A common stock may fall below the $18.00 redemption trigger
price (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant
exercise price after the redemption notice is issued.
If we call the warrants for redemption
as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant
to do so on a “cashless basis.” In determining whether to require any holders to exercise their warrants on a “cashless
basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are
outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A common stock issuable upon the
exercise of the Company’s warrants. If management takes advantage of this option, all holders of warrants would pay the
exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference
between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.
The “fair market value” will mean the average reported closing price of one share of Class A common stock for the
10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of
warrants. If management takes advantage of this option, the notice of redemption will contain the information necessary to calculate
the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value”
in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the
dilutive effect of a warrant redemption. If we call the warrants for redemption and our management does not take advantage of
this option, the holders of the private placement warrants and their permitted transferees would still be entitled to exercise
their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders
would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described
in more detail below.
A holder of a warrant may notify us in
writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant
agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of Class A common
stock issued and outstanding immediately after giving effect to such exercise.
If the number of shares of outstanding
Class A common stock is increased by a share capitalization, a share dividend payable in Class A common stock, a split-up of common
stock or other similar event, then, on the effective date of such share capitalization, dividend, split-up or similar event, the
number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase
in the outstanding common stock. A rights offering to holders of common stock entitling holders to purchase Class A common stock
at a price less than the fair market value will be deemed a share dividend of a number of Class A common stock equal to the product
of (i) the number of Class A common stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) the quotient of (x) the
price per share of Class A common stock paid in such rights offering and (y) the fair market value. For these purposes, (i) if
the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable
for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common
stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class
A common stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while
the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of Class A common stock on account of such Class A common stock (or other securities into which the warrants are convertible),
other than (a) as described above, (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective
immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other
assets paid on each Class A common stock in respect of such event.
If the number of outstanding shares of
Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of the Class A common
stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification
or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion
to such decrease in outstanding shares of Class A common stock.
Whenever the number of shares of Class
A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will
be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of
which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to
such adjustment, as applicable, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable
immediately thereafter, as applicable.
In case of any reclassification or reorganization
of the outstanding Class A common stock (other than those described above or that solely affects the par value of such Class A
common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our
outstanding Class A common stock), or in the case of any sale or conveyance to another corporation or entity of all or substantially
all of the assets or other property of the Company in connection with which we are dissolved, the holders of the warrants will
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants
and in lieu of the Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of Class A common stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants
would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration
receivable by the holders of Class A common stock in such a transaction is payable in the form of common stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or
is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly
exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced
as specified in the warrant agreement based on the Black-Scholes value (as such term is defined in the warrant agreement) of the
warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary
transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive
the full potential value of the warrants.
The warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the
reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(unless on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being
exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they
exercise their warrants and receive Class A common stock. After the issuance of Class A common stock upon exercise of the warrants,
each holder will be entitled to one vote for each Class A common stock held of record on all matters to be voted on by shareholders.
No fractional shares will be issued upon
exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a
share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued
to the warrant holder.
Private Placement Warrants
The private placement warrants (including
the shares of Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable
or salable until 30 days after the completion of the business combination, subject to certain exceptions and they will not be
redeemable by us so long as they are held by the anchor investors or BSOF entities who initially purchased such warrants or their
respective permitted transferees. Such anchor investors or BSOF entities or their respective permitted transferees have the option
to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have
terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders
other than the anchor investors, the BSOF entities or their permitted transferees, the private placement warrants will be redeemable
by us and exercisable by the holders on the same basis as the public warrants.
If holders of the private placement warrants
elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that
number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the
“fair market value” (defined below) by (y) the fair market value. The “fair market value” will mean the
average reported closing price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of warrant exercise is sent to the warrant agent.
The anchor investors and the BSOF entities
have agreed not to transfer, assign or sell any of the private placement warrants (including the shares of Class A common stock
issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete the business combination,
except that, among other limited exceptions, transfers can be made to our officers and directors and other persons or entities
affiliated with our Sponsor.
Dividends
We have not paid any cash dividends on
our common stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,
capital requirements and general financial condition. The payment of any cash dividends is within the discretion of our board
of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring
any stock dividends in the foreseeable future. Further, our ability to declare dividends will also be limited by restrictive covenants
pursuant to the debt financing.
Registration Rights
Currently, our Sponsor, certain of our
directors and officers, the BSOF entities and the equity financing investors have registration rights for certain of their respective
securities of the Company pursuant to the registration rights agreement, the strategic partnership agreement and the equity financing
agreements, as applicable.
Pursuant to the registration rights agreement,
the holders of the private placement warrants, the founder shares and the warrants that may be issued upon conversion of any working
capital loans (and the shares underlying such warrants) are entitled to make up to three demands, excluding short form registration
demands, that we register such securities for sale under the Securities Act. In addition, the holders of such securities will
have “piggy-back” registration rights to include their securities in other registration statements filed by us subsequent
to the consummation of the business combination.
Pursuant to the strategic partnership
agreement and the equity financing agreements, we have agreed that we will use our reasonable best efforts (i) to file within
30 days after the closing of the initial business combination (and, with respect to clause (i)(B) below, within 30 days following
announcement of the results of the shareholder vote relating to our initial business combination or the results of our offer to
shareholders to redeem their ordinary shares in connection with our initial business combination (whichever is later), which we
refer to as the “disclosure date”) a registration statement with the SEC for a secondary offering of (A) the forward
purchase shares, the Class A shares underlying the forward purchase warrants, the Class A shares issuable upon conversion
of the Class C shares, the subscription shares, and the equity financing investors’ and BSOF Entities’ founder shares,
and (B) any other Class A shares or warrants acquired by the equity investors and the BSOF entities any time after we complete
our business combination, (ii) to cause such registration statement to be declared effective promptly thereafter, but in no event
later than 60 days after the closing or the disclosure date, as the case may be and (iii) to maintain the effectiveness of such
registration statement until the earliest of (A) the date on which the equity investors or the BSOF entities cease to hold the
securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or
limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the
Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements, the strategic partnership
agreement and the subscription agreements. We will bear the cost of registering these securities.
The foregoing description of the registration
rights currently in effect is not a complete description thereof and is qualified in its entirety by reference to the full text
of the registration rights agreement, the strategic partnership agreement and the equity financing agreements, which are filed
as exhibits to the registration statement of which this prospectus forms a part and incorporated herein by reference.
Certain Anti-Takeover Provisions of Delaware Law, Our Charter
and Bylaws
We are subject to the provisions of Section
203 of the DGCL, which we refer to as “Section 203,” regulating corporate takeovers. Section 203 prevents certain
Delaware corporations, under certain circumstances, from engaging in a “business combination” with:
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A stockholder who owns fifteen percent
or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
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an affiliate of an interested stockholder;
or
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an associate of an interested stockholder,
for three years following the date that the stockholder became an interested stockholder.
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A
“business combination” includes a merger or sale of more than ten percent of our assets.
However,
the above provisions of Section 203 do not apply if:
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our board of directors approves the
transaction that made the stockholder an “interested stockholder,” prior
to the date of the transaction;
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after the completion of the transaction
that resulted in the stockholder becoming an interested stockholder, that stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced,
other than statutorily excluded shares of common stock; or
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on or subsequent to the date of the
transaction, the business combination is approved by our board of directors and authorized
at a meeting of our stockholders, and not by written consent, by an affirmative vote
of at least two-thirds of the outstanding voting stock not owned by the interested
stockholder.
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The organizational documents and the DGCL
contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable
by our board of directors. These provisions could also make it difficult for stockholders to take certain actions, including electing
directors who are not nominated by the members of our board of directors or taking other corporate actions, including effecting
changes in our management. For instance, our charter does not provide for cumulative voting in the election of directors and provides
for a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change
the membership of a majority of our board of directors. Our board of directors is empowered to elect a director to fill a vacancy
created by the expansion of the board of directors or the resignation, death, or removal of a director in certain circumstances;
and advance notice provisions in our bylaws require that stockholders must comply with certain procedures in order to nominate
candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting.
Our authorized but unissued common stock
and preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of
corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence
of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt
to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Rule 144
Pursuant to Rule 144 under the Securities
Act (“Rule 144”), a person who has beneficially owned our restricted common stock or warrants for at least six months
would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the
time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting
requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange
Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned our
restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three
months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any
three-month period only a number of securities that does not exceed the greater of:
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1% of the total number of Class A common
stock then outstanding; or
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the average weekly reported trading
volume of Class A common stock during the four calendar weeks preceding the filing of
a notice on Form 144 with respect to the sale.
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Sales by our affiliates under Rule 144
are also limited by manner of sale provisions and notice requirements and to the availability of current public information about
us.
Restrictions on the Use of Rule 144 by Shell Companies or
Former Shell Companies
Rule 144 is not available for the resale
of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have
been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the
following conditions are met:
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the issuer of the securities that was
formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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the issuer of the securities has filed
all Exchange Act reports and material required to be filed, as applicable, during the
preceding 12 months (or such shorter period that the issuer was required to file
such reports and materials), other than Form 8-K reports; and
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at least one year has elapsed from
the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.
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As a result, (i) our anchor investors
will be able to sell their founder shares and private placement warrants, as applicable and (ii) our subscription investors will
be able to sell their subscription shares, in each case pursuant to Rule 144 without registration one year after we have completed
our initial business combination.
Following the consummation of the business
combination, we are no longer a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied,
Rule 144 will become available for the resale of the above noted restricted securities.
Transfer Agent, Warrant Agent and Escrow
Agent
The transfer agent, warrant agent and
escrow agent for our common stock and warrants is Continental Stock Transfer & Trust Company.
Listing of Securities
Our Class A common stock and warrants
are listed on the NYSE under the symbols “PACK” and “PACK WS,” respectively.
Selling
Securityholders
This prospectus relates to the possible resale by the selling securityholders of up to (i) 41,493,961
shares of Class A common stock (including 26,112,332 forward purchase shares, subscription shares and warrant exchange shares,
6,663,953 shares issued upon conversion of the registrant’s outstanding Class B common stock, 5,127,482 shares of Class A
common stock issuable upon the exercise of warrants held by such selling securityholders, and 3,590,194 shares of Class A common
stock issuable upon the conversion of outstanding Class C common stock held by such selling securityholders, including any shares
of Class A common stock issued upon conversion of a Class C common share received upon exercise of a warrant which the holder,
on purchase, had elected to treat as a warrant to purchase Class C common shares,) and (ii) 5,127,482 warrants to purchase shares
of Class A common stock, consisting of 4,556,738 forward purchase warrants and 570,744 private placement warrants, including in
each case any shares of Class A common stock issued upon conversion of a forward purchase warrant or private placement warrant
which the holder, on purchase, had elected to treat as a warrant to purchase Class C common shares.
The selling securityholders may from time
to time offer and sell any or all of the Class A common stock and warrants set forth below pursuant to this prospectus. When we
refer to the “selling securityholders” in this prospectus, we mean the persons listed in the tables below, and the
pledgees, donees, transferees, assignees, successors and others who later come to hold any of the selling securityholders’
interest in our securities after the date of this prospectus.
The table below sets forth, as of the
date of this prospectus, the name of the selling securityholders for which we are registering shares of Class A common stock and
warrants for resale to the public, and the aggregate principal amount that the selling securityholders may offer pursuant to this
prospectus. In calculating percentages of Class A common stock owned by a particular holder, we treated as outstanding the
number of shares of such Class A common stock issuable upon exercise of that particular holder’s warrants, if any, and did
not assume exercise of any other holder’s warrants. In addition, we treated as outstanding the number of shares of Class
A common stock registered herein that are issuable upon conversion of outstanding shares of Class C common stock held by such
selling securityholder. The Class A common stock and warrants issued to the selling securityholders are subject to transfer restrictions,
as described herein.
We cannot advise you as to whether the
selling securityholders will in fact sell any or all of such shares of Class A common stock or warrants. In addition, the selling
securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of Class A common stock
or warrants in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus,
subject to applicable law and transfer restrictions, as described herein.
Selling securityholder
information for each additional selling securityholder, if any, will be set forth by prospectus supplement to the extent required
prior to the time of any offer or sale of such selling securityholder’s securities pursuant to this prospectus. Any prospectus
supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each
Selling Securityholder and the number of shares and warrants registered on its behalf. A Selling Securityholder may sell all,
some or none of such securities in this offering. See “Plan of Distribution.”
Except where noted, we have based percentage
ownership of our Class A common stock prior to this offering on 47,357,632 shares of Class A common stock issued and outstanding
as of June 11, 2019.
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Class A Common Stock
Beneficially Owned(1)
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Warrants
Beneficially
Owned
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Class A Common Stock Registered Hereby
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Warrants
Registered
Hereby
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Class A Common Stock
Beneficially Owned
After Sale of All Class A Common Stock Offered Hereby(1)
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Name of Selling Securityholder
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Shares
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Percentage
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Shares
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Shares
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Percentage
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AllianceBernstein Accounts(2)
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1,949,317
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4.1
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%
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—
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|
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1,949,317
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—
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|
|
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—
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|
|
|
—
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Bharani Bobba(3)
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66,881
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|
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|
*
|
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3,014
|
|
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|
66,881
|
|
|
|
3,014
|
|
|
|
—
|
|
|
|
—
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BSOF Entities(4)
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7,085,000
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14.2
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%
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2,560,000
|
|
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|
1,085,000
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|
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560,000
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6,000,000
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12.0
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%
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David Murgio(5)
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32,116
|
|
|
|
*
|
|
|
|
—
|
|
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|
32,116
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
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|
Ehsan Zargar(6)
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|
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50,327
|
|
|
|
*
|
|
|
|
19,077
|
|
|
|
50,327
|
|
|
|
19,077
|
|
|
|
—
|
|
|
|
—
|
|
Ernest Behr(7)
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34,718
|
|
|
|
*
|
|
|
|
4,433
|
|
|
|
34,718
|
|
|
|
4,433
|
|
|
|
—
|
|
|
|
—
|
|
Evan Behr(8)
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10,415
|
|
|
|
*
|
|
|
|
1,330
|
|
|
|
10,415
|
|
|
|
1,330
|
|
|
|
—
|
|
|
|
—
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|
Gerard Griffin(9)
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471,011
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|
|
|
1.0
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%
|
|
|
62,057
|
|
|
|
471,011
|
|
|
|
62,057
|
|
|
|
—
|
|
|
|
—
|
|
Joon-Sik Cho(10)
|
|
|
13,888
|
|
|
|
*
|
|
|
|
1,773
|
|
|
|
13,888
|
|
|
|
1,773
|
|
|
|
—
|
|
|
|
—
|
|
Joon-Won Cho (Jason)(11)
|
|
|
48,298
|
|
|
|
*
|
|
|
|
3,546
|
|
|
|
48,298
|
|
|
|
3,546
|
|
|
|
—
|
|
|
|
—
|
|
JS Capital Management LLC(12)
|
|
|
28,103,144
|
|
|
|
55.2
|
%
|
|
|
3,514,894
|
|
|
|
27,121,758
|
|
|
|
3,514,894
|
|
|
|
981,386
|
|
|
|
2.1
|
%
|
Michael A. Jones(13)
|
|
|
60,000
|
|
|
|
*
|
|
|
|
—
|
|
|
|
60,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Omar M. Asali(14)
|
|
|
5,663,484
|
|
|
|
11.9
|
%
|
|
|
351,684
|
|
|
|
5,663,484
|
|
|
|
351,684
|
|
|
|
—
|
|
|
|
—
|
|
One Madison Group, LLC(15)
|
|
|
2,769,929
|
|
|
|
5.8
|
%
|
|
|
—
|
|
|
|
2,769,929
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Robert C. King(16)
|
|
|
60,000
|
|
|
|
*
|
|
|
|
—
|
|
|
|
60,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Salil Seshadri(17)
|
|
|
533,209
|
|
|
|
*
|
|
|
|
66,667
|
|
|
|
514,595
|
|
|
|
66,667
|
|
|
|
18,614
|
|
|
|
*
|
|
Soros Capital(18)
|
|
|
4,122,109
|
|
|
|
8.0
|
%
|
|
|
531,915
|
|
|
|
4,122,109
|
|
|
|
531,915
|
|
|
|
—
|
|
|
|
—
|
|
Thomas F. Corley(19)
|
|
|
60,000
|
|
|
|
*
|
|
|
|
—
|
|
|
|
60,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
William Drew(20)
|
|
|
130,044
|
|
|
|
*
|
|
|
|
7,092
|
|
|
|
130,044
|
|
|
|
7,092
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
The shares of our Class A common stock beneficially
owned are reported on the basis of regulations of the SEC governing the determination
of beneficial ownership of securities. Under the rules of the SEC, a person is deemed
to be a “beneficial owner” of a security if that person has or shares voting
power, which includes the power to vote, or direct the voting of, such security, or investment
power, which includes the power to dispose of, or to direct the disposition of, such
security. Under these rules, more than one person may be deemed beneficial owner of the
same securities and a person may be deemed to be a beneficial owner of securities as
to which such person has no economic interest. Except as otherwise indicated in these
footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment
power with respect to the indicated shares of common stock. For purposes of this table,
except where noted we have assumed that none of the beneficial owners has purchased shares
of our Class A common stock or warrants in the open market.
|
Under the regulations of the
SEC, a person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire
beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of
computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.
The numbers in this column include warrants, each of which is exercisable shares of Class A common stock within 30 days of
June 11, 2019. Except where noted, this table does not reflect the beneficial ownership of shares of Class A common stock
into which shares of Class C common stock may convert because such Class C common stock is not convertible into Class A
common stock within 60 days and therefore such shares of Class A common stock are not deemed to be beneficially owned by the
holders thereof. As at June 11, 2019, there were 6,511,293 shares of Class C common stock outstanding and warrants to
purchase 975,177 shares of Class C common stock outstanding.
|
(2)
|
Includes (i) 955,939
Class A shares owned by AB Cap Fund, Inc. - AB Small Cap Growth Portfolio, (ii) 347,507
Class A shares owned by Principal Funds, Inc. – Small Cap Growth Fund I, (iii)
237,001 Class A shares owned by Verizon Master Savings Trust, (iv) 163,578 Class A shares
owned by Kaiser Foundation Hospitals, (v) 59,799 Class A shares owned by Schwab Institutional
Trust Funds - Schwab Institutional Small Cap Trust Fund, (vi) 51,243 Class A shares owned
by The District of Columbia Retirement Board, (vii) 37,908 Class A shares owned by AB
Variable Products Series Fund, Inc. - AB Small Cap Growth Portfolio, (viii) 33,676 Class
A shares owned by Bell Atlantic Master Trust, (ix) 29,929 Class A shares owned by Laborers'
Pension Plan, (x) 27,630 Class A shares owned by Bakery and Confectionary Union and Industry
International Pension Fund, (xi) 3,729 Class A shares owned by AXA Offshore Multimanager
Funds Trust - AXA Offshore Moderate Multimanager Fund, (xii) 1,330 Class A shares owned
by AXA Offshore Multimanager Funds Trust - AXA Offshore Aggressive Multimanager Fund
and (xiii) 48 Class A shares owned by AXA Offshore Multimanager Funds Trust - AXA Offshore
Conservative Multimanager Fund (collectively, the “AllianceBernstein Accounts”).
AllianceBernstein L.P. is investment advisor to the AllianceBernstein Accounts. Neil
Ruffell, in his position as Head of Portfolio Administration of AllianceBernstein L.P.,
may be deemed to have voting and investment power with respect to the common stock owned
by the AllianceBernstein Accounts. The address for the foregoing persons is 1345 Avenue
of the Americas, New York, NY 10105.
|
|
(3)
|
Includes 63,867 Class A shares and 3,014 warrants, each exerciseable for one Class A share. Mr. Bharani
Bobba has served as Head of Growth Strategies at the Company since June 2019 and served as the Company’s Chief Financial
Officer from September 2017 to June 2019. Mr. Bobba also served as a Managing Director of our Sponsor from July 2017 to June 2019.
|
(4)
|
Includes 4,525,000 Class A shares and 2,560,000 warrants, each exerciseable for one Class A share. According
to a Schedule 13G filed with the SEC on June 12, 2019, BSOF Master Fund L.P. (“BSOF I”) directly holds 3,891,500 shares
of Class A Common Stock and BSOF Master Fund II L.P. (“BSOF II” and together with BSOF I, the “BSOF Entities”)
directly holds 633,500 shares of Class A Common Stock. In addition, BSOF directly holds warrants to purchase 2,201,600 shares of
Class A Common Stock and BSOF II directly holds warrants to purchase 358,400 shares of Class A Common Stock. Blackstone Strategic
Opportunity Associates L.L.C. (“BSOA”) is the general partner of each of the BSOF Entities. Blackstone Holdings II
L.P. (“Holdings II”) is the sole member of BSOA. Blackstone Alternative Solutions L.L.C. (“BAS”) is the
investment manager of each of the BSOF Entities. Blackstone Holdings I L.P. (“Holdings I”) is the sole member of BAS.
Blackstone Holdings I/II GP Inc. (“Holdings GP”) is the general partner of each of Holdings I and Holdings II. The
Blackstone Group L.P. (“Blackstone”) is the controlling shareholder of Holdings GP. Blackstone Group Management L.L.C.
(“Blackstone Management”) is the general partner of Blackstone. Blackstone Management is wholly owned by its senior
managing directors and controlled by its founder, Stephen A. Schwarzman.
|
|
(5)
|
Includes 32,116 Class A shares. Mr. David Murgio has served
as the Company’s Secretary since September 2018. Mr. Murgio has been General Counsel and Chief Operating Officer of our
Sponsor since September 2018.
|
|
(6)
|
Includes 31,250 Class A shares and 19,077 warrants, each
exerciseable for one Class A share.
|
|
(7)
|
Includes 30,285 Class A shares and 4,433 warrants, each
exerciseable for one Class A share. Mr. Ernest Behr is an immediate family member of our Head of Business Development, Mr. William
Drew.
|
|
(8)
|
Includes 9,085 Class A shares and 1,330 warrants, each
exerciseable for one Class A share. Mr. Evan Behr is an immediate family member of our Head of Business Development, Mr. William
Drew.
|
|
(9)
|
Includes (i) 244,011 shares and 41,783 warrants held by
the Griffin Family Trust, (ii) 56,717 shares and 9,712 warrants held by Mrs. Sarah Botts Griffin and (iii) 108,226 shares and
10,562 warrants held by Mr. Gerard Griffin. Gerard Griffin is a Managing Director of our Sponsor.
|
|
(10)
|
Includes 12,115 Class A shares and 1,773 warrants, each
exerciseable for one Class A share. Mr. Joon Sik-Cho is an immediate family member of Joon Won-Cho, a Managing Director of our
Sponsor.
|
|
(11)
|
Includes 44,752 Class A shares and 3,546 warrants, each
exerciseable for one Class A share. Mr. Joon Won-Cho has been a Managing Director of our Sponsor since May 2017.
|
(12)
|
Includes 24,588,251 Class A shares and 3,514,894 warrants,
each exerciseable for one Class A share. According to a Form 3 filed with the SEC on June 5, 2019, the shares are held for the
account of JS Capital LLC, a Delaware limited liability company. JS Capital Management LLC is the sole managing member of JS Capital
LLC. Jonathan Soros is the sole managing member of JS Capital Management LLC and has sole voting and investment power with respect
to the shares held by JS Capital LLC. JS Capital LLC’s business address is 888 Seventh Avenue, Floor 40, New York, NY 10106.
|
|
|
(13)
|
Mr. Michael F. Jones has served on our
board of directors since July 2017.
|
|
(14)
|
Includes (i) 1,124,800 shares and 145,758 warrants held directly by Mr. Asali, (ii) 1,389,406 shares and
201,243 warrants held by Vivoli Holdings, LLC, a Delaware limited liability company beneficially owned by Mr. Asali, (iii) 27,665
shares and 4,683 warrants held by an IRA in Mr. Asali’s name and (iv) 2,769,929 shares held by One Madison Group LLC, our
Sponsor. Mr. Asali is the Executive Chairman of the Company and the managing member of our Sponsor and has sole voting and dispositive
power over the founder shares held by our Sponsor. Mr. Asali disclaims beneficial ownership of the reported securities except to
the extent of his pecuniary interest therein.
|
(15)
|
Includes 2,769,929 Class A shares. One Madison Group LLC,
a Delaware limited liability company, is our Sponsor. Mr. Asali is the managing member of our Sponsor and has sole voting and
dispositive power over the founder shares held by our Sponsor. The principal executive offices of the Company are located at 3
East 28th Street, 8th Floor, New York, New York 10016.
|
|
|
(16)
|
Mr. Robert C. King has served on our board of directors since July 2017.
|
|
(17)
|
Includes 466,542 Class A shares and 66,667 warrants, each exerciseable for one Class A share. Mr. Salil
Seshadri has served on our board of directors since June 2019. Mr. Seshadri currently serves as Chief Investment Officer at JS
Capital Management, LLC, the sole managing member of JS Capital LLC, one of our shareholders. Mr. Seshadri disclaims beneficial
ownership of the shares held by JS Capital LLC except to the extent of his pecuniary interest therein.
|
(18)
|
Includes 4,122,109 Class A shares issuable upon conversion
of (i) 3,590,194 shares of Class C common stock held by Soros Capital which are convertible at the holder’s election upon
65 days’ written notice into shares of Class A common stock subject to the terms of the charter and (ii) 531,915 shares
of Class C common stock, issuable upon exercise of warrants to purchase shares of Class C common stock, which are convertible
at the holder’s election upon 65 days’ written notice into shares of Class A common stock subject to the terms of
the charter. Soros Capital L.P. currently holds zero shares of Class A common stock and zero warrants to purchase Class A common
stock. Soros Capital’s principal business address is c/o Soros Capital Management LLC, 250 West 55
th
Street,
New York, NY 10019.
|
|
|
(19)
|
Mr. Thomas F. Corley has served on our
board of directors since July 2017.
|
|
(20)
|
Includes 122,952 Class A shares and 7,092 warrants, each
exerciseable for one Class A share. Mr. William Drew is currently Head of Business Development at the Company since June 2019.
Mr. Drew also served as the Company’s Secretary from September 2017 to September 2018 and was a Managing Director of our
Sponsor from July 2017 to June 2019.
|
Selling security holder information
for each additional selling securityholder, if any, will be set forth by prospectus supplement to the extent required prior
to the time of any offer or sale of such selling securityholder’s securities pursuant to this prospectus. Any
prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the
identity of each selling securityholder and the number of shares of Class A common stock and warrants registered on its
behalf. A selling securityholder may sell all, some or none of such securities in this offering. See “Plan of
Distribution.”
We have determined beneficial ownership
in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other
purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and
sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.
Unless otherwise indicated, the address
of each beneficial owner listed in the tables below is c/o Ranpak Holdings Corp., 7990 Auburn Road, Concord Township, OH
44077.
Material Relationships with Selling Securityholders
The description of our relationships with
the selling securityholders and their affiliates set forth in “Certain Relationships and Related Party Transactions”
in the proxy statement/prospectus, under Item 2.01 in the section titled “Certain Relationships and Related Transactions”
in the Current Report on Form 8-K filed by the Company on June 6, 2019 and in the section titled “Related Party Transactions”
in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 are incorporated by reference herein.
Transactions Related to the Initial
Public Offering
On January 22, 2018, we consummated
the IPO of 30,000,000 units (the “units”). Each unit consisted of one Class A ordinary share and one-half of
one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share.
The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $300,000,000. Prior
to the consummation of the IPO, the Sponsor purchased 8,625,000 Class B shares for an aggregate purchase price of $25,000, or
approximately $0.003 per share, and the Company’s founder, Omar M. Asali, along with certain other investors, including
the Company’s executive officers, (collectively the “anchor investors”) purchased 3,750,000 Class B shares for
an aggregate purchase price of $37,500, or approximately $0.01 per share (together, the “founder shares”). The founder
shares were issued to the anchor investors in connection with their agreement to purchase an aggregate of 15,000,000 ordinary
shares (13,025,000 Class A shares and 1,975,000 Class C shares) (the “forward purchase shares”), plus an aggregate
of 5,000,000 redeemable warrants (“forward purchase warrants”) for $10.00 per share, for an aggregate purchase price
of $150,000,000, in a private placement which closed concurrently with the closing of the business combination. We also entered
into a strategic partnership agreement (the “Strategic Partnership Agreement), pursuant to which the Sponsor transferred
525,000 Founder Shares to BSOF Master Fund L.P., a Cayman Islands exempted limited partnership, and BSOF Master Fund II L.P.,
a Cayman Islands exempted limited partnership, both affiliates of The Blackstone Group L.P. (together, the “BSOF entities”).
In January 2018, the Sponsor transferred
240,000 founder shares to the Company’s independent directors at their original purchase price. Subsequently, 60,000 of
the 240,000 founder shares were forfeited back to the Sponsor due to the resignation of one of the Company’s directors in
May 2018. In March 2018, following the expiration of the underwriters’ over-allotment option granted in the IPO, the
Sponsor surrendered 1,125,000 Class B shares to the Company for no consideration, which the Company cancelled. In October 2018,
the Sponsor sold 100,000 founder shares to the Company’s then Chief Financial Officer and 423,000 founder shares to certain
employees of the Sponsor for total consideration of $3,138, or $0.006 per share.
Upon execution of the forward purchase
agreements, each anchor investor elected to receive a fixed number of Class A shares or Class C shares. The Class C shares have
identical terms as the Class A shares, except that the Class C shares do not grant their holders any voting rights. Our charter
provides that the Class C shares may be converted into Class A shares on a one-for-one basis at the election of the holder
with 65 days’ written notice or upon the transfer of such Class C share to a non-affiliate of the holder. See “Description
of Securities—Class C Conversion.”
Private Placement Warrants
Simultaneously with the closing of the
IPO, the anchor investors, Vivoli Holdings LLC, an entity beneficially owned by Mr. Asali, and BSOF entities purchased an
aggregate of 8,000,000 warrants (“private placement warrants”) at a price of $1.00 per warrant, generating $8,000,000
in gross proceeds. Each whole private placement warrant is for one share of Class A common stock or Class C common stock at a
price of $11.50 per share. On March 27, 2019, we entered into a warrant exchange agreement with certain of the anchor investors,
pursuant to which, immediately prior to the closing of the business combination, 7,429,256 private placement warrants (out of
8,000,000 outstanding private placement warrants) were deemed automatically cancelled in full and, in consideration therefor,
we issued an aggregate 658,051 Class A common shares and 84,875 Class C common shares (at the election of the holder) on a private
placement basis.
Strategic Partnership Agreement
Pursuant to the Strategic Partnership
Agreement, the BSOF entities agreed to act as our strategic partner, incluindg by providing debt or equity financing in connection
with our business combination (but were not required to do so). The founder shares held by the BSOF entities are subject to certain
transfer restrictions, forfeiture and earnout provisions similar to those imposed upon our Sponsor and the anchor investors. The
BSOF entities agreed to vote any founder shares they may own in favor of the business combination. The BSOF entities also separately
purchased an aggregate of 560,000 private placement warrants, at a price of $1.00 per warrant, in the private placement. Such
private placement warrants have the same terms and conditions as those purchased by our anchor investors.
Amended and Restated Registration
Rights Agreement
Currently, our Sponsor, certain of our
directors and officers, the BSOF entities and the equity financing investors have registration rights for certain of their respective
securities of the Company pursuant to the registration rights agreement, the strategic partnership agreement and the equity financing
agreements, as applicable.
Pursuant to the registration rights agreement,
the holders of the private placement warrants, the founder shares and the warrants that may be issued upon conversion of any working
capital loans (and the common stock underlying such warrants) are entitled to make up to three demands, excluding short form registration
demands, that the Company register such securities for sale under the Securities Act. In addition, the holders of such securities
will have “piggy-back” registration rights to include their securities in other registration statements filed by the
Company subsequent to the consummation of the business combination.
Pursuant to the strategic partnership
agreement and the equity financing agreements, we have agreed that we will use our reasonable best efforts (i) to file within
30 days after the closing of the business combination (and, with respect to clause (i)(B) below, within 30 days following announcement
of the results of the shareholder vote relating to the business combination or the results of our offer to shareholders to redeem
their common stock in connection with our business combination (whichever is later), which we refer to as the “disclosure
date”) a registration statement with the SEC for a secondary offering of (A) the forward purchase shares, the Class A
common stock underlying the forward purchase warrants, the Class A shares issuable upon conversion of the Class C shares,the
subscription shares, and the equity financing investors’ and BSOF Entities’ founder shares, and (B) any other Class
A common stock or warrants acquired by the equity investors and the BSOF entities any time after we complete the business combination,
(ii) to cause such registration statement to be declared effective promptly thereafter, but in no event later than 60 days after
the closing or the disclosure date, as the case may be, and (iii) to maintain the effectiveness of such registration statement
until the earliest of (A) the date on which the equity investors or the BSOF entities cease to hold the securities covered thereby
and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under
the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain
conditions and limitations set forth in the forward purchase agreements, the strategic partnership agreement and the subscription
agreements. We will bear the cost of registering these securities.
The foregoing description of the registration
rights currently in effect is not a complete description thereof and is qualified in its entirety by reference to the full text
of the registration rights agreement, the strategic partnership agreement and the equity financing agreements, which are filed
as exhibits to the registration statement of which this prospectus forms a part and incorporated herein by reference.
Shared Services Agreement
In connection with closing of the business
combination, the Company entered into a shared services agreement (the “shared services agreement”) with the Sponsor,
pursuant to which the Sponsor may provide or cause to be provided to the Company certain services from and after the closing.
The shared services agreement provides for a broad array of potential services, including administrative and “back office”
or corporate-type services. Costs incurred by the Sponsor in providing the shared services will be allocated to the Company.
Payment under the shared services agreement will be made on a quarterly basis, based on a good faith estimate of company expenses
for each upcoming fiscal quarter, subject to a true-up for the actual expenses incurred by the Company at the end of each
such fiscal quarter.
Transactions Related to the Business
Combination
Amended Securities Subscription
Agreement
On
May 13, 2019, the Company and the Sponsor entered into the second amendment (the “sponsor earnout amendment”) to that
certain securities subscription agreement entered into on July 18, 2017, as amended on December 1, 2017 (the “securities
subscription agreement”), by and between the Company and the Sponsor
. Pursuant to the sponsor earnout a
mendment
,
the Sponsor agreed to certain modifications with respect to the earnout provision that applies to the founder shares it holds
pursuant to the securities subscription agreement. As a result of these modifications, (i) 50% of the founder shares held
by the Sponsor immediately following the IPO, or 3,397,500 founder shares (the “first earnout shares”), will be surrendered
for no consideration unless, prior to the tenth anniversary of the closing of the business combination, (A) the closing price
of the Company’s Class A shares equals or exceeds $15.00 per share for any 20 trading days within any 30 consecutive trading
day period or (B) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all
or substantially all of its shareholders having the right to exchange their shares or the Company otherwise undergoes a change
of control and (ii) 50% of the founder shares held by the Sponsor immediately following the IPO, or 3,397,500 founder shares (the
“second earnout shares”), will be surrendered for no consideration unless, prior to the tenth anniversary of the closing
of the business combination, (A) the closing price of the Company’s Class A shares equals or exceeds $17.00 per share for
any 20 trading days within any 30 consecutive trading day period or (B) the Company completes a liquidation, merger, stock exchange
or other similar transaction that results in all or substantially all of its shareholders having the right to exchange their shares
or the Company otherwise undergoes a change of control. Prior to the execution of the sponsor earnout agreement, 30% of the founder
shares held by the Sponsor immediately following the IPO would have been surrendered for no consideration unless, prior to the
fifth anniversary of the closing of the business combination, (A) the closing price of the Company’s Class A shares
equaled or exceeded $12.50 per share for any 20 trading days within any 30 consecutive trading day period or (B) the Company completed
a liquidation, merger, stock exchange or other similar transaction that resulted in all or substantially all of its shareholders
having the right to exchange their shares for consideration which equals or exceeds $12.50 per share. The portion of the founder
shares held by the Sponsor that were forfeited to the Company as a result of the redemption of the Company’s Class A shares
in connection with the shareholder vote to approve the business combination, reduced first, the second earnout
shares and next, the first earnout shares.
The first earnout shares and the second
earnout shares will not participate in cash dividends or other cash distributions payable to holders of the common stock of the
Company prior to the date on which the earnout conditions applicable to the first earnout shares and the second earnout shares,
respectively, have been satisfied, whereupon the first earnout shares or the second earnout shares, as applicable, will be entitled
to all cash dividends and cash distributions paid on the common stock of the Company after the business combination as if they
had been holders of record entitled to receive distributions on the applicable record date.
Additional Earnout for Anchor Investors
On May 13, 2019,
the Company and certain of its anchor investors entered into an earnout agreement (the “anchor earnout agreement”),
pursuant to which the consenting anchor investors agreed to an earnout provision with respect to the 3,750,000 founder shares
issued to the anchor investors. As a result of the anchor earnout agreement, all 3,750,000 founder shares issued to the anchor
investors will be surrendered for no consideration unless, prior to the tenth anniversary of the closing of the business combination,
(A) the closing price of the Company’s Class A shares equals or exceeds $12.50 per share for any 20 trading days within
any 30 consecutive trading day period or (B) the Company completes a liquidation, merger, stock exchange or other similar transaction
that results in all or substantially all of its shareholders having the right to exchange their shares or the Company otherwise
undergoes a change of control. Prior to the execution of the anchor earnout agreement, the founder shares issued to the anchor
investors were not subject to any earnout provision.
The founder shares
issued to the anchor investors will not participate in cash dividends or other cash distributions payable to holders of common
stock of the Company prior to the date on which the applicable earnout conditions have been satisfied, whereupon the founder shares
issued to the anchor investors will be entitled to all cash dividends and cash distributions paid on the common stock of the Company
after the closing of the business combination as if they had been holders of record entitled to receive distributions on the applicable
record date.
Subscription Agreements
In order to finance a portion of the stock
purchase agreement consideration and the costs and expenses incurred in connection therewith, the Company entered into the subscription
agreements with certain equity financing investors concurrently with the execution of the stock purchase agreement, providing
for the commitments of such equity financing investors to purchase an aggregate of 14,200,000 shares of the Company’s
Class A shares, or Class C shares, for $10.00 per share, for an aggregate purchase price of $142,000,000. Such equity financing
investors were granted customary demand and piggyback registration rights on either (i) the same terms negotiated in connection
with the forward purchase agreement to which they were a party (if applicable) or (ii) the terms of the registration rights set
forth in an exhibit to the applicable subscription agreement to the extent such party did not have existing registration rights
for other securities of the Company held by it at the effective time of such subscription agreement.
Reallocation Agreement
Concurrently with the execution of the
stock purchase agreement, the Company entered the reallocation agreement with the sources of equity financing for the business
combination under the forward purchase agreements and the subscription agreements, pursuant to which the 3,750,000 Class B shares
issued and the rights to acquire 5,000,000 warrants to purchase Class A shares arising under the forward purchase agreements were
reallocated among all equity financing investors pro rata based on the aggregate amount of equity financing provided by such equity
financing investors under the forward purchase agreements and the subscription agreements. The holders of the Class B shares and
warrants that were transferred pursuant to the reallocation agreement are entitled to registration rights for such securities
consistent with those set forth in such party’s forward purchase agreement or subscription agreement, as applicable. The
reallocation was effective as of the execution of the stock purchase agreement and reflected in the Company’s register of
members promptly thereafter.
Redemption Rights
In conection with the business combination,
our public shareholders were provided with the opportunity to have their public shares redeemed at the closing at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to
the consummation of the business combination, including interest (net of taxes payable), divided by the number of then outstanding
public shares. The holders of our founder shares entered into agreements with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares and, with respect to the holders of our founder shares other than
certain anchor investors, any public shares they may have acquired after our IPO in connection with the completion of the business
combination. The other members of our management team have entered into agreements similar to the one entered into by our Sponsor
with respect to any public shares acquired by them since our IPO. The founder shares are excluded from the pro rata calculation
used to determine the per share redemption price.
In connection with the business combination,
certain of our public shareholders elected to have their public shares redeemed for cash at the applicable redemption price per
share calculated in accordance with our existing organizational documents. An aggregate of 15,418,654 public shares were redeemed
at a redemption price of $10.265 per share, resulting in a total redemption amount of $158,273,000 as of the actual redemption
date. Pursuant to the terms of our organizational documents and the forward purchase agreements, in connection with the redemption
of public shares in the business combination, one Class B founder share originally issued to the Sponsor prior to the IPO (other
than those held by the BSOF entities) was forfeited for every four public shares redeemed, with each holder of such founder shares
forfeiting such holder’s pro rata portion of such forfeited shares. Accordingly, our Sponsor and certain transferees of our Sponsor forfeited
an aggregate of 3,854,664 Class B founder shares in connection with the redemptions.
Plan of
distribution
We are registering (A) the issuance by us of up to 20,127,479 shares of our Class A common stock, including
(i) 14,999,997 shares issuable upon the exercise of the public warrants, (ii) 4,556,738 shares issuable upon the exercise
of the forward purchase warrants and (iii) 570,774 shares issuable upon the exercise of the private placement warrants,
and (B) the resale from time to time by the selling securityholders of up to (i) 41,493,961 shares of Class A common stock, consisting
of 26,112,332 forward purchase shares, subscription shares and warrant exchange shares, 6,663,953 founder shares issued upon conversion
of the Class B common stock, and 3,590,194 shares issuable upon the conversion of outstanding shares of Class C common stock, including
any shares of Class A common stock issued upon conversion of a Class C common share received upon exercise of a warrant which the
holder, on purchase, had elected to treat as a warrant to purchase shares of Class C common stock, (ii) 5,127,482 shares underlying
warrants to purchase shares of Class A common stock and (iii) 5,127,482 warrants to purchase shares of Class A common stock, consisting
of 4,556,738 forward purchase warrants and 570,744 private placement warrants. We will not receive any of the proceeds from the
sale of the securities by the selling securityholders. We will receive proceeds from warrants exercised in the event that such
warrants are exercised for cash. The aggregate proceeds to the selling securityholders will be the purchase price of the securities
less any discounts and commissions borne by the selling securityholders.
The selling securityholders will pay any
underwriting discounts and commissions and expenses incurred by the selling securityholders for brokerage, accounting, tax or
legal services or any other expenses incurred by the selling securityholders in disposing of the securities. We will bear all
other costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including,
without limitation, all registration and filing fees, NYSE listing fees and fees and expenses of our counsel and our independent
registered public accountants.
The securities beneficially owned by the
selling securityholders covered by this prospectus may be offered and sold from time to time by the selling securityholders. The
term “selling securityholders” includes donees, pledgees, transferees or other successors in interest selling securities
received after the date of this prospectus from a selling securityholder as a gift, pledge, partnership distribution or other
transfer. The selling securityholders will act independently of us in making decisions with respect to the timing, manner and
size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and
under terms then prevailing or at prices related to the then current market price or in negotiated transactions. Each selling
securityholder reserves the right to accept and, together with its respective agents, to reject, any proposed purchase of securities
to be made directly or through agents. The selling securityholders and any of their permitted transferees may sell their securities
offered by this prospectus on any stock exchange, market or trading facility on which the securities are traded or in private
transactions. If underwriters are used in the sale, such underwriters will acquire the shares for their own account. These sales
may be at a fixed price or varying prices, which may be changed, or at market prices prevailing at the time of sale, at prices
relating to prevailing market prices or at negotiated prices. The securities may be offered to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a syndicate. The obligations of the underwriters to
purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities
offered if any of the securities are purchased.
Subject to the limitations set forth in
any applicable registration rights agreement, the selling securityholders may use any one or more of the following methods when
selling the securities offered by this prospectus:
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purchases by a
broker-dealer as principal and resale by such broker-dealer for its own account pursuant
to this prospectus;
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ordinary brokerage
transactions and transactions in which the broker solicits purchasers;
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block trades in
which the broker-dealer so engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the transaction;
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an over-the-counter
distribution in accordance with the rules of the NYSE;
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through trading
plans entered into by a selling securityholder pursuant to Rule 10b5-1 under the Exchange
Act that are in place at the time of an offering pursuant to this prospectus and any
applicable prospectus supplement hereto that provide for periodic sales of their securities
on the basis of parameters described in such trading plans;
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to or through underwriters
or broker-dealers;
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in “at the
market” offerings, as defined in Rule 415 under the Securities Act, at negotiated
prices,
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at prices prevailing
at the time of sale or at prices related to such prevailing market prices, including
sales made directly on a national securities exchange or sales made through a market
maker other than on an exchange or other similar offerings through sales agents;
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directly to purchasers,
including through a specific bidding, auction or other process or in privately negotiated
transactions;
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in options transactions;
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through a combination
of any of the above methods of sale; or
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any other method
permitted pursuant to applicable law.
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There can be no assurance that the selling
securityholders will sell all or any of the securities offered by this prospectus. In addition, the selling securityholders may
also sell securities under Rule 144 under the Securities Act, if available, or in other transactions exempt from registration,
rather than under this prospectus. The selling securityholders have the sole and absolute discretion not to accept any purchase
offer or make any sale of securities if they deem the purchase price to be unsatisfactory at any particular time.
The selling securityholders also may transfer
the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling
beneficial owners for purposes of this prospectus. Upon being notified by a selling securityholder that a donee, pledgee, transferee,
other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this
prospectus to name specifically such person as a selling securityholder.
With respect to a particular offering
of the securities held by the selling securityholders, to the extent required, an accompanying prospectus supplement or, if appropriate,
a post-effective amendment to the registration statement of which this prospectus is part, will be prepared and will set forth
the following information:
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the specific securities
to be offered and sold;
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the names of the
selling securityholders;
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the respective
purchase prices and public offering prices, the proceeds to be received from the sale,
if any, and other material terms of the offering;
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settlement of short
sales entered into after the date of this prospectus;
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the names of any
participating agents, broker-dealers or underwriters; and
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any applicable
commissions, discounts, concessions and other items constituting compensation from the
selling securityholders.
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In connection with distributions of the
securities or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of
the securities in the course of hedging the positions they assume with selling securityholders. The selling securityholders may
also sell the securities short and redeliver the securities to close out such short positions. The selling securityholders may
also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling securityholders may also pledge securities to a broker-dealer or other financial institution, and, upon a default,
such broker-dealer or other financial institution, may effect sales of the pledged securities pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
In order to facilitate the offering of
the securities, any underwriters or agents, as the case may be, involved in the offering of such securities may engage in transactions
that stabilize, maintain or otherwise affect the price of our securities. Specifically, the underwriters or agents, as the case
may be, may overallot in connection with the offering, creating a short position in our securities for their own account. In addition,
to cover overallotments or to stabilize the price of our securities, the underwriters or agents, as the case may be, may bid for,
and purchase, such securities in the open market. Finally, in any offering of securities through a syndicate of underwriters,
the underwriting syndicate may reclaim selling concessions allotted to an underwriter or a broker-dealer for distributing such
securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the
securities above independent market levels. The underwriters or agents, as the case may be, are not required to engage in these
activities, and may end any of these activities at any time.
The selling securityholders may solicit
offers to purchase the securities directly from, and it may sell such securities directly to, institutional investors or others.
In this case, no underwriters or agents would be involved. The terms of any of those sales, including the terms of any bidding
or auction process, if utilized, will be described in the applicable prospectus supplement.
It is possible that one or more underwriters
may make a market in our securities, but such underwriters will not be obligated to do so and may discontinue any market making
at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our securities. Our Class
A common stock and warrants are listed on NYSE under the symbols “PACK” and “PACK WS,” respectively.
The selling securityholders may authorize
underwriters, broker-dealers or agents to solicit offers by certain purchasers to purchase the securities at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth any commissions we or the selling securityholders pay for solicitation of these contracts.
A selling securityholder may enter into
derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the
third party may use securities pledged by any selling securityholder or borrowed from any selling securityholder or others to
settle those sales or to close out any related open borrowings of stock, and may use securities received from any selling securityholder
in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition,
any selling securityholder may otherwise loan or pledge securities to a financial institution or other third party that in turn
may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic
short position to investors in our securities or in connection with a concurrent offering of other securities.
In effecting sales, broker-dealers or
agents engaged by the selling securityholders may arrange for other broker-dealers to participate. Broker-dealers or agents may
receive commissions, discounts or concessions from the selling securityholders in amounts to be negotiated immediately prior to
the sale.
In compliance with the guidelines of The
Financial Industry Regulatory Authority, Inc. (“FINRA”), the aggregate maximum discount, commission, fees or other
items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8%
of the gross proceeds of any offering pursuant to this prospectus and any applicable prospectus supplement.
If at the time of any offering made under
this prospectus a member of FINRA participating in the offering has a “conflict of interest” as defined in FINRA Rule
5121 (“Rule 5121”), that offering will be conducted in accordance with the relevant provisions of Rule 5121.
To our knowledge, there are currently
no plans, arrangements or understandings between the selling securityholders and any broker-dealer or agent regarding the sale
of the securities by the selling securityholders. Upon our notification by a selling securityholder that any material arrangement
has been entered into with an underwriter or broker-dealer for the sale of securities through a block trade, special offering,
exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file, if required by applicable
law or regulation, a supplement to this prospectus pursuant to Rule 424(b) under the Securities Act disclosing certain material
information relating to such underwriter or broker-dealer and such offering.
Underwriters, broker-dealers or agents
may facilitate the marketing of an offering online directly or through one of their affiliates. In those cases, prospective investors
may view offering terms and a prospectus online and, depending upon the particular underwriter, broker-dealer or agent, place
orders online or through their financial advisors.
In offering the securities covered by
this prospectus, the selling securityholders and any underwriters, broker-dealers or agents who execute sales for the selling
securityholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such
sales. Any discounts, commissions, concessions or profit they earn on any resale of those securities may be underwriting discounts
and commissions under the Securities Act.
The underwriters, broker-dealers and agents
may engage in transactions with us or the selling securityholders, or perform services for us or the selling securityholders,
in the ordinary course of business.
In order to comply with the securities
laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
We have advised the selling securityholders
that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities in the market and to
the activities of the selling securityholders and their affiliates. In addition, we will make copies of this prospectus available
to the selling securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling
securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the securities against
certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the selling
securityholders against certain liabilities, including certain liabilities under the Securities Act, the Exchange Act or other
federal or state law. Agents, broker-dealers and underwriters may be entitled to indemnification by us and the selling securityholders
against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments
which the agents, broker-dealers or underwriters may be required to make in respect thereof.
We have agreed with the selling securityholders
to use commercially reasonable efforts to keep the registration statement of which this prospectus constitutes a part effective
until the earliest of (A) the date on which the equity financing sources or the BSOF Entities cease to hold the securities covered
thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule
144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject
to certain conditions and limitations set forth in the equity financing agreements, the strategic partnership agreement, the subscription
agreements.
Exercise of Warrants
The warrants may be exercised commencing
on July 3, 2019 and on or before June 3, 2024 by delivering to the warrant agent, Continental Stock Transfer & Trust Company
(the “Warrant Agent”), at its corporate trust department in the Borough of Manhattan, City and State of New York,
(i) the certificate in physical form (the “Definitive Warrant Certificate”) evidencing the warrants to be exercised,
or, in the case of a book-entry certificate (the “Book-Entry Warrant Certificate”) the warrants to be exercised on
the records of the Depositary to an account of the Warrant Agent at The Depository Trust Company (the “Depositary”)
designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase
common stock spursuant to the exercise of a warrant, properly completed and executed by the holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the DTC participant in accordance
with the Depositary’s procedures, and (iii) by paying in full the warrant price for each full share of common stock as to
which the warrant is exercised and any and all applicable taxes due in connection with the exercise of the warrant, the exchange
of the warrant for the common stock and the issuance of such common stock.
The warrants will be required to be exercised
on a cashless basis in the event of a redemption of such warrants pursuant to the warrant agreement governing such warrants in
which our board of directors has elected to require all holders of the warrants who exercise their warrants to do so on a cashless
basis. In such event, such holder may exercise his, her or its warrants on a cashless basis by paying the exercise price by surrendering
his, her or its warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product
of the number of shares of common stock underlying the warrants to be exercised, multiplied by the difference between the exercise
price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market
value” means the average last sale price of our shares of common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of warrant exercise is sent to the Warrant Agent.
No fractional shares of common stock will
be issued upon the exercise of the warrants. If, upon the exercise of such warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon the exercise, round down to the nearest whole number of shares of common stock to be issued
to such holder.
Legal Matters
Davis Polk & Wardwell LLP have passed
upon the validity of the securities of the Company offered by this prospectus.
Experts
The financial statements of One Madison Corporation as of December 31, 2017 and for the period from July
13, 2017 (inception) to December 31, 2017 and the consolidated financial statements of One Madison Corporation as of December 31,
2018, and for the year then ended, have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as
set forth in their report which is incorporated herein by reference and are included in reliance on such report given the authority
of such firm as experts in accounting and auditing.
The consolidated financial statements
of Rack Holdings, Inc. as of December 31, 2018 and 2017, and for the three years in the period ended December 31, 2018, incorporated
in this prospectus by reference from the Definitive Proxy Statement on Schedule 14A of One Madison Corporation, have been audited
by Deloitte & Touche LLP (“Deloitte”), an independent registered public accounting firm, as stated in their report,
which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and auditing.
Deloitte advised the board of directors
of Rack Holdings that in 2016 a member firm of Deloitte Touche Tohmatsu Limited (“DTTL member firm”) had performed
certain non-audit services for a Netherlands subsidiary of the Company, Ranpak B.V. Specifically, it was discovered that the Deloitte
member firm provided services that included cash handling, bookkeeping and certain management functions, in the form of processing
payroll and maintaining a trust account from which payroll related payments were being made. The fees paid to the Deloitte member
firm for such services were insignificant. These non-audit services, which had commenced prior to Deloitte becoming engaged to
perform an audit in accordance with the SEC rules and Public Company Accounting Oversight Board standards, were deemed to include
prohibited cash handling services, management functions, and bookkeeping services under the SEC’s auditor independence rules.
Deloitte informed the Rack Holdings board
of directors that Deloitte maintained objectivity and impartiality on all issues encompassed within its audit of Rack Holdings’
consolidated financial statements for the year ended December 31, 2016 because:
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The impermissible non-audit services provided by the
Deloitte member firm were immaterial to Ranpak’s financial statements.
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Deloitte’s audit team for Ranpak was not aware
of the impermissible services provided by the Deloitte member firm to Ranpak B.V. until they were identified in 2016 and had no
involvement in the provision of such services.
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Deloitte Accountants B.V. audit team for Ranpak B.V.
was not aware of the impermissible services provided by the Deloitte member firm to Ranpak B.V. until they were identified in
2016 and had no involvement in the provision of such services.
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The impermissible non-audit services provided by the
Deloitte member firm were performed for approximately three months during 2016, the earliest period that will be included in the
The Company filings, while Deloitte was Ranpak’s external auditor and such services were quickly terminated once discovered
by Deloitte.
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After considering the facts and circumstances,
the Rack Holdings board concurred with Deloitte’s conclusion that, for the reasons described, the aforementioned impermissible
services did not impair Deloitte’s objectivity and impartiality with respect to the planning and execution of the audit
of Rack Holdings’ consolidated financial statements for the year ended December 31, 2016.
Where you
can find more information
We file annual, quarterly and current
reports, proxy statements and other information with the SEC. These filings are available to the public from the SEC’s website
at
www.sec.gov
.
Our website address is
www.ranpak.com.
Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they
are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10-K; our proxy statements for our annual
and special shareholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules
13D with respect to our securities filed on behalf of the Sponsor, our directors and our executive officers; and amendments to
those documents. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated
into, this prospectus.
Documents
incorporated by reference
The SEC allows us to incorporate by reference
information in this document. This means that we can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is considered to be part of this document, except for
any information that is superseded by information that is included directly in this document.
We are incorporating by reference the
filings listed below and any additional documents that we may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act on or after the date hereof and prior to the termination of any offering, except we are not incorporating
by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding
information furnished under Item 9.01 as an exhibit thereto.
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our Annual Report
on
Form 10-K
for the fiscal year ended December 31, 2018, filed with the SEC on March
1, 2019;
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our Quarterly Report
on
Form 10-Q
, for the fiscal quarter ended March 31, 2019, filed with the SEC on May
7, 2019;
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our Current Reports
on Form 8-K filed with the SEC on
March 28, 2019
,
April 15, 2019
,
May 1, 2019
and
May 15, 2019
,
May 29, 2019
,
June 3, 2019
and
June 6, 2019
(
two reports
);
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our Definitive
Proxy Statement on
Schedule 14A
with respect to the business combination filed with the
SEC on May 3, 2019 (other than those portions of such Proxy Statement not deemed to be
“filed” with the SEC);
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the description
of our securities contained in our Registration Statement on
Form 8-A
(File No. 001-38348),
filed with the SEC on January 17, 2018, including any amendments or reports filed for
the purpose of updating such description; and
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the descriptions
of our securities contained in our Registration Statement on
Form S-4
, as amended (File
No. 333-230030), as filed with the SEC on April 23, 2019, including any amendment or
report filed for the purpose of updating such description.
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Any statement contained in this prospectus,
or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded to
the extent that a statement contained herein, or in any subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request copies of these documents,
at no cost to you, from our website (
www.ranpak.com
), or by writing or telephoning us at the following address:
Ranpak Holdings Corp.
7990 Auburn Road
Concord Township, OH 44077
Attn: General Counsel
(440) 354-4445
Exhibits to these documents will not be
sent, however, unless those exhibits have been specifically incorporated by reference into this prospectus.
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
14.
Other Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses payable in connection with the offering of the securities being registered,
all of which will be paid by Ranpak Holdings Corp. (the “Registrant”) (except any underwriting discounts and commissions
and expenses incurred by the selling securityholders in disposing of the securities). All amounts are estimates except the Securities
and Exchange Commission (the “SEC”) registration fee.
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Amount to Be Paid
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Registration fee
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$
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76,031
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Printing expenses
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5,000
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Legal fees and expenses (including Blue Sky fees)
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65,000
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Accounting fees and expenses
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10,000
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Transfer agent and registrar fees and expenses
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10,000
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Miscellaneous
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5,000
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TOTAL
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$
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171,031
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Item
15.
Indemnification of Directors and Officers
Section
145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides that a corporation may indemnify
directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending
or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been
a director, officer, employee or agent to the Registrant. The DGCL provides that Section 145 is not exclusive of other rights
to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors
or otherwise. The Registrant’s certificate of incorporation provides for indemnification by the Registrant of its directors,
officers and employees to the fullest extent permitted by the DGCL. The Registrant has entered or intends to enter into indemnification
agreements with each of its current directors and executive officers to provide these directors and executive officers additional
contractual assurances regarding the scope of the indemnification set forth in the Registrant’s certificate of incorporation
and to provide additional procedural protections. There is no pending litigation or proceeding involving a director or executive
officer of the Registrant for which indemnification is sought.
Section
102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock purchases, redemptions or other distributions, or (iv) for any transaction from which
the director derived an improper personal benefit. The Registrant’s certificate of incorporation provides for such limitation
of liability.
Item
16.
Exhibits
The
following exhibits are included or incorporated by reference in this registration statement on Form S-3:
Exhibit
No.
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Description
|
2.1
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Stock Purchase Agreement, dated December 12, 2018, among One Madison Corporation, Rack Holdings L.P. and Rack Holdings Inc. (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on December 13, 2018)
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2.2
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Amendment to Stock Purchase Agreement, dated January 24, 2019, among One Madison Corporation, Rack Holdings L.P. and Rack Holdings Inc. (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 10-K (File No. 001-38348), filed with the SEC on March 1, 2019)
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2.3
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Amendment No. 2 to Stock Purchase Agreement, dated May 15, 2019, among One Madison Corporation, Rack Holdings L.P. and Rack Holdings Inc. (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on May 15, 2019)
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3.1
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Certificate of Incorporation of the Company (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019)
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4.1
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Bylaws of the Company (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019)
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4.2
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Form of Specimen Warrant Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)
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4.3
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Warrant Agreement, dated January 17, 2018, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018)
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5.1
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Opinion of Davis Polk & Wardwell LLP
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23.1
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Consent of Independent Registered Public Accounting Firm – WithumSmith+Brown, PC
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23.2
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Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP
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23.3
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)
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Item
17.
Undertakings
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(a)
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The
undersigned Registrant hereby undertakes:
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(1)
To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective
amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
provided,
however
, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrants pursuant to the foregoing
provisions, or otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants will, unless
in the opinion of their counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Concord Township, State of Ohio, on June 13, 2019.
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Ranpak Holdings Corp.
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By:
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/s/ J. Mark Borseth
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J. Mark Borseth
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Chief Executive Officer
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KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Mark Borseth, Trent
M. Meyerhoefer and Michele Smolin and each or any one of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons
in the capacities, in the locations and on the dates indicated.
Signature
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Title
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Date
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/s/ J. Mark Borseth
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J. Mark Borseth
Chief Executive Officer (principal executive officer)
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June 13, 2019
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J. Mark Borseth
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/s/ Trent M. Meyerhoefer
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Trent M. Meyerhoefer
Chief Financial Officer
(principal financial and accounting officer)
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June 13, 2019
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Trent M. Meyerhoefer
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/s/ Omar M. Asali
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Omar M. Asali
Executive Chairman, Director
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June 13, 2019
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Omar M. Asali
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/s/ Thomas F. Corley
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Thomas F. Corley
Director
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June 13, 2019
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Thomas F. Corley
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/s/ Michael Gliedman
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Michael Gliedman
Director
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June 13, 2019
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Michael Gliedman
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/s/ Michael A. Jones
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Michael A. Jones
Director
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June 13, 2019
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Michael A. Jones
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/s/ Robert C. King
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Robert C. King
Director
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June 13, 2019
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Robert C. King
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/s/ Steve Kovach
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Steve Kovach
Director
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June 13, 2019
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Steve Kovach
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/s/ Salil Seshadri
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Salil Seshadri
Director
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June 13, 2019
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Salil Seshadri
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/s/ Alicia Tranen
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Alicia Tranen
Director
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June 13, 2019
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Alicia Tranen
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II-5
One Madison Corp. Class A Ordinary Shares (NYSE:OMAD)
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