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
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
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
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
Item 9.01 Financial Statements and 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.
© Edgar Online, source Glimpses