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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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On August 13, 2019, the Company issued a press release
announcing the appointment of Omar Asali as Chief Executive Officer of the Company, replacing J. Mark Borseth in this role.
A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Mr. Asali, 48, currently serves as the Executive Chairman of
the Company’s Board of Directors, a role he has held since June 3, 2019 in connection with the closing of the business combination
with Rack Holdings, Inc. Prior to this, from July 2017 to June 3, 2019, Mr. Asali was the Chairman and Chief Executive Officer
of the Company (then One Madison Corporation) prior to the business combination. Previously, Mr. Asali was a senior executive
of HRG Group (“HRG”), serving as its President from October 2011 to April 2017 and as its President and Chief Executive
Officer from March 2015 to April 2017. Mr. Asali served on HRG’s board of directors from May 2011 to April 2017. Mr. Asali
was also the Vice Chairman of Spectrum Brands and a member of the board of directors of FGL, Front Street Re Cayman Ltd. and NZCH
Corporation (formerly, Zap.Com Corporation), each a subsidiary of HRG.
In connection with his appointment as Chief Executive Officer,
Mr. Asali will not be entitled to any additional compensation. Certain prior transactions between the Company and Mr. Asali in
his capacity as founder and an investor of the Company are described in the sections entitled “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions” and “Item
13. Certain Relationships and Related Transactions” of the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, which is incorporated by reference herein.
In connection with his departure from the Company and in consideration of his
release of claims against the Company, on August 9, 2019, the Company entered into a separation agreement with Mr. Borseth. Pursuant
to his separation agreement, Mr. Borseth will be entitled to, among the other benefits provided for in the agreement: (i) a continuation
of his base salary for 18 months following the separation date at the current annual rate of $450,000, (ii) a 2019 bonus based
on 2019 performance, (iii) COBRA continuation premium payments for Mr. Borseth and his dependents for 6 months following the separation
date and (iv) vesting of 5,000 of Mr. Borseth’s outstanding performance restricted stock units.
The foregoing description of the separation agreement with Mr.
Borseth contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of
the agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This Current Report and the Exhibit attached hereto contains
“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 Current Report and the Exhibit 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 Current Report
and the Exhibit 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: (1) our inability to secure
a sufficient supply of paper to meet our production requirements; (2) the impact of the price of kraft paper on our results of
operations; (3) our reliance on third party suppliers; (4) the high degree of competition in the markets in which we operate; (5)
consumer sensitivity to increases in the prices of our products; (6) changes in consumer preferences with respect to paper products
generally; (7) continued consolidation in the markets in which we operate; (8) the loss of significant end-users of our products
or a large group of such end-users; (9) our failure develop new products that meet our sales or margin expectations; (10) our future
operating results fluctuating, failing to match performance or to meet expectations; (11) our ability to fulfill our public
company obligations; and (12) other risks and uncertainties indicated from time to time in filings made with the SEC. 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.