8-K
Ranpak Holdings Corp. (PACK)
UNITED STATESSECURITIES 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):
June 1, 2021
RANPAK HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38348 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 7990 Auburn Road<br><br> <br>Concord Township, OH | ****<br><br> <br>44077 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| 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<br> to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.<br> below): | ||
| --- | ||
| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | PACK | New York Stock Exchange |
Item 8.01 Other Events
On June 1, 2021, Ranpak Holdings Corp. (the “Company”) closed its previously announced registered underwritten public offering involving the issuance and sale by the Company of 5,250,000 shares of its Class A common stock, which includes 750,000 shares sold pursuant to the underwriter’s full exercise of its option to purchase additional shares to cover over-allotments, and the sale by certain selling security holders of the Company of 500,000 shares of the Company’s Class A common stock.
Davis Polk & Wardwell LLP, counsel to the Company, has issued an opinion to the Company, dated June 1, 2021, regarding the validity of the shares of Class A common stock issued and sold by the Company in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 5.1** | Opinion of Davis Polk & Wardwell LLP |
| 23.1** | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) |
| 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.
Date: June 3, 2021
| RANPAK HOLDINGS CORP. | |
|---|---|
| By: | /s/ William Drew |
| Name: William Drew | |
| Title: Chief Financial Officer |
2
Exhibit 5.1
| New York Northern California Washington DC São Paulo London | Paris Madrid Hong Kong Beijing Tokyo | ||
|---|---|---|---|
| Davis<br> Polk & Wardwell LLP<br><br> <br>450 Lexington Avenue<br><br> New York, NY 10017 | 212<br> 450 4000 tel<br><br> <br>www.davispolk.com |
June 1, 2021
Ranpak Holdings Corp.
7990 Auburn Road
Concord Township, Ohio 44077
Ladies and Gentlemen:
Ranpak Holdings Corp., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File Nos. 333-232105 and 333-249439) (as amended, the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “SecuritiesAct”), certain securities, including the 5,250,000 shares of its Class A common stock, par value $0.0001 per share (the “Securities”) to be issued and sold pursuant to the Underwriting Agreement dated May 26, 2021 (the “Underwriting Agreement”) among the Company, the underwriters named therein (the “Underwriters”) and the selling stockholders named in Schedule II thereto.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Securities will be validly issued, fully paid and non-assessable.
In connection with the opinion expressed above, we have assumed that the Company is validly existing as a corporation in good standing under the laws of the State of Delaware.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP