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RANPAK HOLDINGS CORP.

(PACK)
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RANPAK HOLDINGS CORP. : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

09/03/2020 | 08:20am EDT

Item 1.01 Entry into a Material Definitive Agreement.

On September 3, 2020, Ranpak Holdings Corp. (the "Company") and Continental Stock Transfer & Trust Company (the "Warrant Agent"), entered into Amendment No. 1 (the "Warrant Amendment") to the Warrant Agreement, dated as of January 17, 2018 (the "Warrant Agreement"), by and between the Company and the Warrant Agent.

The Warrant Amendment amends the Warrant Agreement to provide the Company with the right to require the holders of the Company's public warrants, forward purchase warrants and private placement warrants (collectively, the "warrants") to exchange their public warrants for shares of Class A common stock, par value $0.0001 per share, of the Company ("common stock") at an exchange ratio of 0.198 shares of common stock for each warrant. The Company has the right to require the exchange of not less than all of the warrants at any time while such warrants are exercisable and prior to their expiration, at the office of the Exchange Agent, upon notice to the registered holders of the outstanding warrants at least fifteen days prior to the date of exchange fixed by the Company.

The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.

Item 3.03 Material Modifications to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed in the definitive consent solicitation materials filed by the Company with the U.S. Securities and Exchange Commission on August 6, 2020, in connection with the Company's offer to each holder of the warrants to receive 0.22 shares of Class A common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the offer (the "Offer"), the Company solicited consents from holders of the public warrants and the forward purchase warrants to approve the Warrant Amendment (the "Consent Solicitation").

The Offer and Consent Solicitation expired at 11:59 p.m. Eastern Daylight Time on September 2, 2020. A total of 14,477,507 public warrants (including 80,889 public warrants tendered through guaranteed delivery), 5,000,000 forward purchase warrants, and 570,744 private placement warrants, or approximately 99.58% of the 14,537,997 outstanding public warrants, 100% of the 5,000,000 outstanding forward purchase warrants and 100% of the 570,744 outstanding private placement warrants, were properly tendered and not withdrawn in the Offer, and were therefore deemed to have consented to the Warrant Amendment. Because consents were received from holders of more than 65% of the Company's public warrants and more than 65% of the Company's forward purchase warrants, the Warrant Amendment was approved.


Item 8.01 Other information.


On September 3, 2020, the Company issued a press release announcing the results of the Offer and the Consent Solicitation.

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.                                   Description
10.1            Amendment No. 1 to Warrant Agreement, dated as of September 3, 2020, by
              and among the Company and Continental Stock Transfer & Trust Company.
99.1            Press Release issued by the Company dated September 3, 2020 announcing
              results of the Offer and Consent Solicitation.




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Financials (USD)
Sales 2021 356 M - -
Net income 2021 14,6 M - -
Net Debt 2021 236 M - -
P/E ratio 2021 118x
Yield 2021 -
Capitalization 1 773 M 1 773 M -
EV / Sales 2021 5,65x
EV / Sales 2022 5,00x
Nbr of Employees 645
Free-Float 95,9%
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Mean consensus BUY
Number of Analysts 4
Average target price 27,50 $
Last Close Price 21,86 $
Spread / Highest target 37,2%
Spread / Average Target 25,8%
Spread / Lowest Target 18,9%
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NameTitle
Omar Marwan Asali Executive Chairman & Chief Executive Officer
William E. Drew Chief Financial Officer & Senior Vice President
Michael S. Gliedman Director & Chief Technology Officer
Thomas F. Corley Independent Director
Robert Charles King Independent Director
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