UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
May
15, 2019
ONE
MADISON CORPORATION
(Exact Name of
Registrant as Specified in its Charter)
Cayman
Islands
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001-38348
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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3
East 28
th
Street, 8
th
Floor
New
York, New York
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10016
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
+1 212-763-0930
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Not
Applicable
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(Former
name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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 13(a) of the Exchange
Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Ordinary Shares, par value $0.0001 per share
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OMAD
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New York Stock Exchange
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Warrants, each whole warrant exercisable
for one Class A
Ordinary Share at an exercise price of $11.50
per share
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OMAD.WS
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New York Stock Exchange
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Units, each consisting of one Class A Ordinary
Share and
one-half of one Warrant
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OMAD.U
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New York Stock Exchange
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Item 7.01
Regulation FD Disclosure.
On
May 15, 2019, One Madison Corporation (the “
Company
”) updated its investor presentation for use in connection
with the previously announced business combination pursuant to the Stock Purchase Agreement dated December 12, 2018 by and among
the Company, Rack Holdings L.P. and Rack Holdings Inc., as amended, pursuant to which One Madison will acquire all of the issued
and outstanding equity interests of Rack Holdings, Inc. on the terms and subject to the conditions set forth in the Stock Purchase
Agreement. A copy of the slides updating the investor presentation is furnished as Exhibit 99.1 and incorporated by reference
herein.
The
information included in this Item 7.01, including Exhibit 99.1, is hereby furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Use
of Non-GAAP Financial Measures
The
information included in this item, including Exhibit 99.1, includes non-GAAP financial measures for Rack Holdings, including net
sales, cost of sales and gross profit on a constant currency basis, adjusted EBITDA and pro forma adjusted EBITDA. The Company
and Rack Holdings believe presentation of these non-GAAP measures is useful because they allow management to more effectively
evaluate its operating performance and compare the results of its operations from period to period and against its peers without
regard to financing methods or capital structure. Management does not consider these non-GAAP measures in isolation or as an alternative
to similar financial measures determined in accordance with GAAP. The computations of net sales, cost of sales and gross profit
on a constant currency basis, adjusted EBITDA and pro forma adjusted EBITDA may not be comparable to other similarly titled measures
of other companies. These non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, measures
of financial performance as determined in accordance with GAAP or as indicators of operating performance.
No
Offer or Solicitation
This
Current Report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
Additional
Information
In
connection with the proposed acquisition, One Madison filed a registration statement on Form S-4 (File No. 333-230030) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a preliminary proxy statement/prospectus,
that is both the proxy statement to be distributed to holders of the Company’s ordinary shares in connection with the Company’s
solicitation of proxies for the vote by the Company’s shareholders with respect to the business combination and other matters
as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to
the Company’s equityholders in connection with the Company’s proposed domestication as a Delaware corporation in connection
with the completion of the business combination. The Registration Statement was declared effective on May 2, 2019 and the definitive
proxy statement/prospectus and other relevant documents have been mailed to One Madison’s shareholders as of May 6, 2019,
the record date for the extraordinary general meeting of One Madison to be held in connection with the business combination. One
Madison’s shareholders and other interested persons are advised to read the definitive proxy statement/prospectus included
in the Registration Statement as these materials contain important information about One Madison, Ranpak and the business combination.
Stockholders may obtain a free copy of the proxy statement/prospectus (when available) and any other relevant documents filed
with the SEC from the SEC’s website at http://www.sec.gov. In addition, stockholders will be able to obtain, without charge,
a copy of the proxy statement/prospectus and other relevant documents (when available) at One Madison’s website at http://www.onemadisoncorp.com/corporate-governance--investor-relations.html
or by contacting One Madison’s investor relations department via e-mail at info@onemadisongroup.com.
Participants
in the Solicitation
One
Madison and its directors, executive officers and other members of its management and employees may be deemed to be participants
in the solicitation of proxies from One Madison’s stockholders with respect to the proposed acquisition. Information about
One Madison’s directors and executive officers and their ownership of One Madison’s common stock is set forth in One
Madison’s filings with the SEC, including (i) the Annual Report on Form 10-K for the fiscal year ended December 31, 2018,
which was filed on February 28, 2019 and (ii) the Proxy Statement and Prospectus each filed on May 2, 2019. Stockholders may obtain
additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection
with the proposed acquisition, including the interests of One Madison’s directors and executive officers in the proposed
acquisition, which may be different than those of One Madison’s stockholders generally, by reading the proxy statement/prospectus
and other relevant documents regarding the proposed acquisition, which will be filed with the SEC.
CAUTION
ABOUT FORWARD-LOOKING STATEMENTS
The
information in this Current Report and the Exhibit attached hereto 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 pending transaction among One Madison
Corporation (the “Company”), Rack Holdings L.P. and Rack Holdings Inc. (“Ranpak”) and the transactions
contemplated thereby, and 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 ability to complete our initial business combination; our expectations
around the performance of the prospective target business or 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 or in approving our initial business
combination; the proceeds of the forward purchase shares being available to us; our potential ability to obtain additional financing
to complete our initial business combination; our public securities’ potential liquidity and trading; the lack of a market
for our securities; the use of proceeds not held in the trust account or available to us from interest income on the trust account
balance; the trust account not being subject to claims of third parties; or our financial performance following this offering.
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) the occurrence of any event, change or other circumstances that could result
in the failure to consummate the initial business combination; (2) the possibility that the terms and conditions set forth in
any definitive agreements with respect to the initial business combination may differ materially from the terms and conditions
set forth herein; (3) the outcome of any legal proceedings that may be instituted against the Company, Ranpak or others following
the announcement of the initial business combination and any definitive agreements with respect thereto; (4) the inability to
complete the initial business combination due to the failure to obtain approval of the stockholders of the Company, to obtain
financing to complete the initial business combination or to satisfy other conditions to closing in the definitive agreements
with respect to the initial business combination; (5) changes to the proposed structure of the initial business combination that
may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval
of the initial business combination; (6) the ability to meet and maintain NYSE’s listing standards following the consummation
of the initial business combination; (7) the risk that the initial business combination disrupts current plans and operations
of Ranpak as a result of the announcement and consummation of the initial business combination; (8) costs related to the initial
business combination; (9) changes in applicable laws or regulations; (10) the possibility that Ranpak or the Company may be adversely
affected by other economic, business, and/or competitive factors; and (11) 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.
Item
9.01 Financial Statements and Exhibits.
* Furnished
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
May 15, 2019
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ONE
MADISON CORPORATION
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By:
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/s/
Bharani Bobba
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Bharani
Bobba
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Chief
Financial Officer
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3
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