Ranpak Holdings Corp 8-K, filed May 27, 2021
Ranpak Holdings Corp. (PACK)
About this 8-K
Ranpak Holdings Corp filed this 8-K on May 27, 2021, reporting on events of May 26, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On May 26, 2021, Ranpak Holdings Corp. (the “Company” or “Ranpak”) announced the pricing of a registered underwritten public offering of 5,000,000 shares of its Class A common stock, which includes 4,500,000 shares offered by the Company and 500,000 shares offered by certain selling security holders of the Company (the “Selling Security Holders”), at a public offering price of $21.00 per share, for gross proceeds of approximately $94.5 million to the Company and approximately $10.5 million to the Selling Security Holders. In addition, Ranpak granted the underwriters a 30-day option to purchase 750,000 additional shares, to cover over-allotments, if any. The offering is expected to close on June 1, 2021, subject to customary closing conditions. Ranpak intends to use the net proceeds of the proposed offering for the repayment of indebtedness (consisting of certain amounts drawn under our First Lien Dollar Term Facility) and general corporate purposes. The Company will not receive any of the proceeds from the sale of the shares being offered by the Selling Security Holders.
The Company issued a press release announcing the pricing of the registered underwritten public offering, which is included in this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1(**) | Press release dated May 26, 2021 | |
| 104(*) | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
| (*) | Furnished herewith |
| (**) | Filed herewith |
1
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.
| Ranpak Holdings Corp. | ||||
| Date: | May 27, 2021 | By: | /s/ William Drew | |
| William Drew | ||||
| Senior Vice President and Chief Financial Officer | ||||
2
Exhibit 99.1
RANPAK ANNOUNCES pricing of PUBLIC OFFERING OF 5,000,000 SHARES OF CLASS A COMMON STOCK
CONCORD TOWNSHIP, OHIO — May 26, 2021 – Ranpak Holdings Corp. (“Ranpak”) (NYSE: PACK), a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains, today announced the pricing of a registered underwritten public offering of 5,000,000 shares of its Class A common stock at a public offering price of $21.00 per share, for gross proceeds of approximately $94.5 million to the Company and approximately $10.5 million to certain selling security holders of Ranpak (the “Selling Security Holders”). The offering consists of 4,500,000 shares being offered by Ranpak and 500,000 shares being offered by the Selling Security Holders. In addition, Ranpak granted the underwriter a 30-day option to purchase 750,000 additional shares, to cover over-allotments, if any. The offering is expected to close on June 1, 2021, subject to customary closing conditions.
Ranpak intends to use the net proceeds of the proposed offering for debt repayment and general corporate purposes. Ranpak will not receive any proceeds from the sale of the Class A common stock offered by the Selling Security Holders.
Goldman Sachs & Co. LLC and Baird are acting as joint book-running managers and Craig-Hallum Capital Group, Evercore Group L.L.C. and CJS Securities are acting as co-managers for the proposed offering.
A registration statement on Form S-3 (File Nos. 333-249439 and 333-232105) relating to the shares of common stock of Ranpak to be sold in the proposed offering was declared effective by the Securities and Exchange Commission (the “SEC”) on May 18, 2021. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering have been filed with the SEC and may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus related to the offering may be obtained, when available, from Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Prospectus Department, Telephone: 866-471-2526, Email: Prospectus-ny@ny.email.gs.com or Robert W. Baird & Co. Incorporated, Attention: Syndicate Department, 777 East Wisconsin Avenue, Milwaukee, WI 53202, by telephone at (800) 792-2473, or by email at syndicate@rwbaird.com.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor may there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Ranpak:
Founded in 1972, Ranpak's goal was to create the first environmentally responsible system to effectively protect products during shipment. The development and improvement of materials, systems and total solution concepts have earned Ranpak a reputation as an innovative leader in e-commerce and industrial supply chain solutions. Ranpak is headquartered in Concord Township, Ohio and has approximately 600 employees.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by the Company in the reports filed with the Securities and Exchange Commission, including the risk factors that attempt to advise interested parties of the risks that may affect the Company’s business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.
Source: Ranpak Holdings Corp.
Contact:
Investor Inquiries:
Bill Drew
ir@ranpak.com