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 11, 2020

RANPAK HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: +1 440-354-4445

Not Applicable

(Former name or former address, if changed since last report)

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):

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 11, 2020, Ranpak Holdings Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2020. A copy of the press release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference. On May 11, 2020, at 8:30 a.m. (ET), the Company will host a conference call and webcast in which its financial results for the quarter ended March 31, 2020 will be discussed.

The information included in this item, 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

Ranpak Holdings Corp. (the “Company”) and Trent Meyerhoefer have agreed that, effective May 15, 2020, he will step down as the Chief Financial Officer and leave the Company to pursue other opportunities. Mr. Meyerhoefer has confirmed that his departure is not related to any disagreement with the Company. Upon Mr. Meyerhoefer’s departure, William Drew will become the interim Chief Financial Officer of the Company.

Mr. Drew, 38, currently serves as the Chief of Staff of the Company, a role he has held since October 2, 2019. Prior to this, from June 3, 2019, the date of the business combination with Rack Holdings Inc., Mr. Drew served as Head of Business Development.  Prior to the closing of the business combination, Mr. Drew served as the Managing Director of One Madison Group from September 2017 to June 3, 2019. Previously, Mr. Drew spent five years at HRG Group where he was Vice President, Investments and worked on numerous M&A and capital markets transactions.  In connection with his appointment as interim Chief Financial Officer, Mr. Drew will not be entitled to any additional compensation.

In connection with his departure, the Company and Mr. Meyerhoefer entered into a separation agreement and release. Pursuant to his separation agreement, which becomes effective on May 15, 2020, Mr. Meyerhoefer will be entitled to, among the other benefits provided for in the agreement: (i) a continuation of his base salary for 12 months following the separation date at his current annual rate of $368,680, (ii) a pro rata 2020 bonus based on 2020 performance, (iii) COBRA continuation premium payments for Mr. Meyerhoefer and his dependents for up to 6 months following the separation date and (iv) vesting of 27,094 of Mr. Meyerhoefer’s outstanding restricted stock units.

The foregoing description of the separation agreement with Mr. Meyerhoefer 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 by reference.

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.

Exhibit 10.1

May 6, 2020

Trent M. Meyerhoefer

2944 Winthrop Road

Shaker Heights, Ohio 44120

Dear Trent:

This letter agreement (this “Agreement”) sets forth our mutual agreement concerning your separation from Ranpak Holdings Corp. and Ranpak Corp. (together with their subsidiaries, the “Company”).

(a)       Base Salary. The Company will continue to pay you your base salary (at the current annual rate of $368,680 for a period of twelve (12) months commencing on the Effective Date), payable in accordance with the Company’s regular payroll practices; provided that no payments shall be made until the first regular payroll period that is at least sixty (60) days after the Effective Date (the “First Payment Date”); provided, further, that any payments that would have been paid during the 60-day period following the Effective Date will instead be made on the First Payment Date;

(b)       2020 Earned Bonus. No later than March 15, 2021, the Company shall pay you an amount equal to the product of 0.3726,¹ times your 2020 Earned Bonus. For purposes of this Agreement, the term “2020 Earned Bonus” shall mean a percentage from 0% to 200% of $221,208, which percentage shall be determined in accordance with the Company’s 2020 Adjusted EBITDA as set forth on Annex A, where the 2020 Adjusted EBITDA Goal is $94.6 million;

(c)       COBRA. Provided that you elect coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for yourself and your family under the Company’s group health plan in which you were participating as of immediately prior to the Effective Date, the Company shall make the employer portion of any COBRA continuation premium payments for you and your dependents for the six (6) month period following the Effective Date, or if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

(d)       Equity Awards. Subject to your continued compliance with this Agreement and Section 3 of the Severance and Non-Competition Agreement, executed on or about April 7, 2019, by and between you and the Company (the “Severance Agreement”):

(i)       With respect to the Restricted Stock Units (“RSUs”) awarded to you pursuant to the Restricted Stock Unit Award Agreement, dated June 3, 2019, by and between you and the Company, (A) 11,259 RSUs vested on January 1, 2020, and were settled prior to the Effective Date, and (B) 22,518 RSUs shall vest on the Effective Date and be settled as soon as reasonably practicable (but not later than 60 days) following the Effective Date; and

(ii)       With respect to the RSUs awarded to you by the Board of Directors on March 3, 2020, and evidenced by the Restricted Stock Unit Award Agreement, dated the Effective Date, by and between you and the Company (the “2020 RSU Agreement”), (A) 12,282 RSUs vested on March 3, 2020, and were settled prior to the Effective Date, (B) 4,576 RSUs shall vest on the Effective Date and be settled as soon as reasonably practicable (but not later than 60 days) following the Effective Date, and (C) all other RSUs awarded to you pursuant to the 2020 RSU Agreement shall be forfeited for no consideration as of the Effective Date.

(e)       Except as otherwise set forth in Section 2(d), all other PRSUs and other equity awards granted to you under the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan will be forfeited for no consideration as of the Effective Date.

(f)       Directors and Officers Insurance. You shall be accorded no less favorable indemnification and directors’ and officers’ insurance rights and benefits than those accorded to other former directors and officers of the Company in accordance with the Company’s certificate of incorporation, bylaws and director and officer insurance policy, as in effect from time to time.

(g)       Consulting. If you are asked to provide consulting services to the Company after the Effective Date, the Company will pay directly or reimburse all reasonable expenses you incur in connection with providing such services. The terms of such services will be subject to separate agreement, provided that you and the Company agree that your employment separation is a separation from service for purposes of Section 409A of the Internal Revenue Code and do not intend to enter in to any consulting agreement that is inconsistent with that treatment.

(a)       General Release. In consideration of the Company’s obligations under this Agreement and for other valuable consideration, you hereby release and forever discharge the Company and its direct or indirect shareholders, officers, employees, directors and agents (collectively, the “Released Parties”) from any and all claims, actions and causes of action (collectively, “Claims”), including, without limitation, any Claims arising under (A) the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514; Sections 748(h)(i), 922(h)(i) and 1057 of the Dodd-Frank Wall Street and Consumer Protection Act (the “Dodd Frank Act”), 7 U.S.C. § 26(h), 15 U.S.C. § 78u-6(h)(i) and 12 U.S.C. § 5567(a) but excluding from this release any right you may have to receive a monetary award from the SEC as an SEC Whistleblower, pursuant to the bounty provision under Section 922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-(g), or directly from any other federal or state agency pursuant to a similar program, or (B) any applicable federal, state, local or foreign law, that you may have, or in the future may possess arising out of (x) your employment relationship with and service as a director, employee, officer or manager of the Company or any of its predecessors, and the termination of such relationship or service, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the release set forth in this Section 7(a) will not apply to (i) the obligations of the Company under this Agreement and (ii) the obligations of the Company to continue to provide director and officer indemnification to you as provided in the governing documents of the Company. You further agree that the payments and benefits described in this Agreement will be in full satisfaction of any and all claims for payments or benefits, whether express or implied, that you may have against the Company arising out of your employment relationship, your service as a director, employee, officer or manager of the Company and the termination thereof. The provision of the payments and benefits described in this Agreement will not be deemed an admission of liability or wrongdoing by the Company. This Section 7(a) does not apply to any Claims that you may have as of the date you sign this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in Section 7(b) of this Agreement.

(b)       Specific Release of ADEA Claims. In consideration of the payments and benefits provided to you under this Agreement, you hereby release and forever discharge the Company its direct or indirect shareholders, officers, employees, directors and agents from any and all Claims that you may have as of the date you sign this Agreement arising under ADEA. By signing this Agreement, you hereby acknowledge and confirm the following: (i) you were advised by the Company in connection with your termination to consult with an attorney of your choice prior to signing this Agreement and to have such attorney explain to you the terms of this Agreement, including, without limitation, the terms relating to your release of claims arising under ADEA; (ii) you have been given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of your choosing with respect thereto; and (iii) you are providing the release and discharge set forth in this Section 7(b) only in exchange for consideration in addition to anything of value to which you are already entitled.

(c)       Representation. Subject to Section 6 hereof, you hereby represent that you have not instituted, assisted or otherwise participated in connection with, any action, complaint, claim, charge, grievance, arbitration, lawsuit or administrative agency proceeding, or action at law or otherwise against the Company or any of their respective shareholders, officers, employees, directors, shareholders or agents.

(a)       Entire Agreement. This Agreement and the Severance Agreement set forth the entire agreement and understanding of the parties hereto with respect to the matters covered hereby and supersede and replace any express or implied prior agreement with respect to the matters covered hereby which you may have had with the Company. This Agreement may be amended only by a written document signed by the parties hereto.

(b)       Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Ohio (determined without regard to the choice of law provisions thereof).

(c)       Withholding. All payments under this Agreement will be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

(d)       Voluntary Assent. You affirm that you have read this Agreement, and understand all of its terms, including the full and final release of claims set forth in Section 7. You further acknowledge that you have voluntarily entered into this Agreement; that you have not relied upon any representation or statement, written or oral, not set forth in this Agreement; that the only consideration for signing this Agreement is as set forth herein; and that this document gives you the opportunity and encourages you to have this Agreement reviewed by your attorney and/or tax advisor.

(e)       Revocation. This Agreement may be revoked by you within the seven-day period commencing on the date you sign this Agreement (the “Revocation Period”). In the event of any such revocation by you, all obligations of the Company and you under this Agreement will terminate and be of no further force and effect as of the date of such revocation. No such revocation by you will be effective unless it is in writing and signed by you and received by the Company prior to the expiration of the Revocation Period.

(f)       Waiver. The failure of either party to this Agreement to enforce any of its terms, provisions or covenants will not be construed as a waiver of the same or of the right of such party to enforce the same. Waiver by either party hereto of any breach or default by the other party of any term or provision of this Agreement will not operate as a waiver of any other breach or default.

(g)       Severability. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby.

(h)       Section 409A. If any provision of this Agreement contravenes Section 409A of the Code, the regulations promulgated thereunder or any related guidance issued by the U.S. Treasury Department, the Company may reform this Agreement or any provision hereof to maintain to the maximum extent practicable the original intent of the provision without violating the provisions of Section 409A of the Code.

(i)       Counterparts. This Agreement may be executed in one or more counterparts, which together will constitute one and the same agreement.

(j)       Notices. Every notice or other communication relating to this Agreement will be in writing, and will be mailed to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices and communications by you to the Company will be mailed or delivered to the Company at its principal executive office, and all notices and communications by the Company to you may be given to you personally or may be mailed to you at your last known address, as reflected in the Company’s records. Any notice so addressed will be deemed to be given or received (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.

[Remainder of page left blank intentionally]

I HEREBY ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT, THAT I FULLY KNOW, UNDERSTAND AND APPRECIATE ITS CONTENTS, AND THAT I HEREBY ENTER INTO THIS AGREEMENT VOLUNTARILY AND OF YOUR OWN FREE WILL.

ANNEX A

2020 Cash Bonus Payout Metric

Page 9 of 9

Exhibit 99.1

Ranpak Holdings Corp. Reports First Quarter 2020 Financial Results

CONCORD TOWNSHIP, OH, May 11, 2020 - Ranpak Holdings Corp (NYSE: PACK) (“Ranpak” or “the Company”), a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains, today reported its first quarter 2020 financial results.

Omar Asali, Chief Executive Officer, commented, “Since the outbreak of COVID-19 Ranpak has taken decisive actions to promote the safety of our employees and customers, proactively managed our global supply chain to ensure a steady supply of our essential systems, and positioned our company to help support those in need. I am incredibly proud of all the ways our employees are responding to this crisis, all while staying focused on serving customers who count on Ranpak.”

“Considered an essential provider of goods across all of our operating areas, all Ranpak facilities have remained operational to date. Our teams have managed the business exceptionally well across the globe as we first encountered COVID-19 in Asia, then Europe, and most recently in North America. A combination of increased e-Commerce demand for our products and strong execution by our teams across the globe, offset by weakness in the industrial segment is reflected in our first quarter top-line results which were down 4.6% on a constant currency basis against a tough comparison in the first quarter of 2019 which benefited from buy-ins ahead of price increases as well as Brexit. Pro forma Adjusted EBITDA declined 8.1% to $18.1 million versus the prior year driven by lower sales and increased investments in the company relative to the first quarter of 2019. We continue to position ourselves for the future through additional hiring of personnel, digital footprint enhancement, and developing new products which will further solidify Ranpak’s status as the leading provider of paper-based systems for global supply chains. Our cash and liquidity position is strong, with $20.2 million of cash on hand at quarter end and full access to our $45 million undrawn revolver, and we continue to generate cash in the business, giving our operations the full flexibility needed.”

“In summary, our business fundamentals, liquidity, and financial health are strong. When the environment stabilizes and more industries re-open, we believe Ranpak will emerge in an improved position. We are encouraged by what we see coming out of Asia, as that region has bounced back nicely as many economies in that area of the world begin to re-open. Given the unknowns in the world, we are withdrawing our guidance and, as always, we are prudently managing our business in the near-term while maintaining focus on the long-term health and potential of our company.”

First Quarter 2020 Highlights

Net sales decreased $2.7 million in the quarter, or 4.1%, to $63.4 million, primarily driven by a decrease in the volume of paper consumable products driven by lower demand for cushioning and void-fill products due to weakness in industrial end markets as well as a decline in the price of paper consumable products, which contributed a 2.6 pp decrease in sales. On a constant currency and a change in automation revenue recognition in both periods net sales decreased $3.1 million in the quarter, or 4.6% due lower sales in cushioning, void-fill, and automation offset by strong growth in wrapping.

Cost of sales for the three months ended March 31, 2020 and 2019 totaled $36.6 million and $37.9 million, respectively. Cost of sales decreased $1.3 million or 3.4% due to decreases in volume and a decrease in the price of paper offset by an increase in depreciation expense of $1.5 million year over year. Pro forma cost of sales decreased by $1.7 million, or 4.3%, to $37.4 million in the three months ended March 31, 2020 from $39.1 million for the three months ended March 31, 2019 after adjusting to a constant currency in both periods. Gross profit was $26.8 million, or 42.3% of sales. On a pro forma basis adjusting for constant currency and a change in automation revenue recognition in both periods, gross profit as a percentage of net sales was also 42.3% in the three months ended March 31, 2020, a decrease of 10 bps from 42.4% for the comparable period in 2019 due to higher depreciation expense partially offset by lower input costs.

Net loss was $3.6 million due principally to decreased volumes and pricing and increased investment in personnel versus the prior year.

Adjusted EBITDA decreased 8.1% to $18.1 million in the three months ended March 31, 2020 from $19.7 million for the comparable period in 2019 largely driven by decreased volumes and pricing and increased investment in personnel versus the prior year.

Balance Sheet and Liquidity

Ranpak completed the first quarter of 2020 with a strong liquidity position, including a cash balance of $20.2 million and no borrowings on its $45 million available Revolving Credit Facility.

As of March 31, 2020, the Company had First Lien Term Loan facilities outstanding consisting of $271 million USD denominated term loan and €140 million euro-denominated first lien resulting in a Bank Adjusted EBITDA leverage ratio of 4.4x as of March 31, 2020.

The following table presents Ranpak’s installed base of protective packaging systems by product line as of March 31, 2020 and 2019:

Outlook for Remainder of 2020

Given the lack of visibility and uncertainty about the pandemic and its potential effects on the global economy, supply chain, and decisions made by all levels of government, we are withdrawing our forward-looking guidance. We expect that we will resume guidance when the environment stabilizes and we can provide a clear picture of our expectations. While withdrawing our guidance, we believe Ranpak is well positioned to weather the COVID-19 pandemic due to the essential role we play in the global supply chain, diverse operations and global customer base, and strong liquidity and cash generation position.

Conference Call Information

The Company will host a conference call and webcast at 8:30 a.m. (ET) on Monday, May 11, 2020. The conference call and earnings presentation will be webcast live at the following link: https://event.on24.com/wcc/r/2161152/DD6E7E4D839CC9416076D502D64348C4 .. Investors who cannot access the webcast may listen to the conference call live via telephone by dialing (844) 463-7543 (domestic) or (825) 312-2241 (international) and use the Conference ID: 8780577.

A telephonic replay of the webcast also will be available starting at 11:30 a.m. (ET) on Monday, May 11, 2020, and ending at 11:59 p.m. (ET) on Monday, May 18, 2020. To listen to the replay, please dial (800) 585-8367 (domestic) or (416) 621-4642 (international) and use the Conference ID: 8780577.

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)

 See notes to unaudited condensed consolidated financial statements.

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

See notes to unaudited condensed consolidated financial statements.

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

See notes to unaudited condensed consolidated financial statements.

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We have, however, also disclosed below Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and adjusted EBITDA, which are non-GAAP financial measures. We have included EBITDA and adjusted EBITDA because they are key measures used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA and adjusted EBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. Accordingly, we believe that EBITDA and adjusted EBITDA provide useful information to investors and others in understanding and evaluating the Company’s operating results in the same manner as our management and board of directors.

EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, EBITDA and adjusted EBITDA should not be viewed as substitutes for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:

EBITDA—EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.

Adjusted EBITDA—Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; expenses related to the Ranpak Business Combination and, in certain periods, certain other income and expense items.

We also believe that adjusting these non-GAAP measures for comparability between the Predecessor, Successor and Pro Forma periods is useful to the user of our financial statements.

In addition, in our discussion below, we include certain unaudited, non-GAAP pro forma data for the three months ended March 31, 2020 and 2019. This data is based on our historical financial statements included elsewhere in this Quarterly Report on Form 10-Q, adjusted (where applicable) to remove the effect of costs incurred to consummate the Ranpak Business Combination, other one-time costs incurred due to the Company entering into the Ranpak Business Combination and for purchase accounting adjustments related to the Ranpak Business Combination as well as to reflect a constant currency presentation between periods for the convenience of readers.  We refer to these data as pro forma data in our discussion. However, such pro forma data have not been prepared in accordance with Article 11 of Regulation S-X. We reconcile this data to our GAAP data for the same period under “Presentation and Reconciliation of GAAP to Non-GAAP Measures” for the three months ended March 31, 2020.

The following tables and related notes reconcile certain non-GAAP measures including the non-GAAP pro forma measures, to GAAP information presented in this Quarterly Report on Form 10-Q for the three months ended March 31, 2020 and 2019:

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