Ranpak Holdings Corp S-4, filed Aug 6, 2020

RANPAK HOLDINGS CORP.

/s/ Omar M. Asali

Omar M. Asali

Chief Executive Officer

Ranpak Holdings Corp. (PACK)

S-4 2020-08-06

View Original

Added on October 18, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		2670		98-1377160
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	£	Accelerated filer	S
Non-accelerated filer	£	Smaller reporting company	£
		Emerging growth company	S

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee(4)
Common stock, par value $0.0001 per share	4,423,923	(1)(2)	$	8.345	(3)	$	36,917,637	(3)	$	4,791.91
Warrants to purchase Class A common stock	20,108,741	(5)		N/A			N/A			N/A	(6)

		Page
About This Prospectus/Offer to Exchange		1
Cautionary Note Regarding Forward Looking Statements		2
Certain Defined Terms		4
Summary		6
Risk Factors		12
The Offer and Consent Solicitation		14
General Terms		14
Market Information, Dividends and Related Stockholder Matters		23
Description of Capital Stock		33
Legal Matters		40
Experts		40
Where You Can Find More Information		41

The Company		Ranpak is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains. Since its inception in 1972, Ranpak has delivered high quality protective packaging solutions, while maintaining its commitment to environmental sustainability. Our protective packaging systems are designed to be flexible and responsive to the needs of our end users, including the businesses we serve directly or through our distributors that utilize our protective systems for the products they provide to their customers. The flexibility and breadth of our full range of systems allows us to provide our end-users with the appropriate level of automation to meet their specific needs. These protective packaging solutions, which include the accompanying paper consumables, fall into four broad categories: void-fill, cushioning, wrapping and end of line automation.
		On June 3, 2019, we consummated the business combination whereby we acquired all of the issued and outstanding shares of common stock of Rack Holdings, Inc., a Delaware corporation, the parent company of Ranpak Corp. Upon the effective date of the domestication, we also changed our name to Ranpak Holdings Corp.
Corporate Contact Information		Our principal executive offices are located at 7990 Auburn Road, Concord Township, OH 44077, and our telephone number is (440) 354-4445. We maintain a website at www.ranpak.com where general information about us is available. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Prospectus/Offer to Exchange or the registration statement of which it forms a part.
Warrants that qualify for the Offer		As of July 31, 2020, we had outstanding an aggregate of 20,108,741 warrants, including 14,537,997 public warrants, 5,000,000 forward purchase warrants and 5,570,744 private placement warrants, each exercisable for one share of our Class A common stock at a price of $11.50 per share, subject to adjustments pursuant to the Warrant Agreement. Pursuant to the Offer, we are offering up to an aggregate of 4,423,923 shares of our Class A common stock in exchange for all of the outstanding warrants.
		Under the Warrant Agreement, we may call the consent warrants for redemption at our option:
		• in whole and not in part;
		• at a price of $0.01 per warrant;

		• upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
		• if, and only if, the reported closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which we send the notice of redemption to the warrant holders, provided that there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period or the Company has elected to require the exercise of public warrants on a “cashless basis”.
		The warrants expire on June 3, 2024, subject to certain terms and conditions.
Market Price of Our Class A Common Stock		Our Class A common stock and public warrants are listed on the NYSE under the symbols “PACK” and “PACK WS,” respectively. See “The Offer and Consent Solicitation — Market Price, Dividends and Related Shareholder Matters.”
The Offer		Each warrant holder who tenders warrants for exchange pursuant to the Offer will receive 0.22 shares of our Class A common stock for each warrant so exchanged. No fractional shares of Class A common stock will be issued pursuant to the Offer. In lieu of issuing fractional shares, any holder of warrants who would otherwise have been entitled to receive fractional shares pursuant to the Offer will, after aggregating all such fractional shares of such holder, be paid cash (without interest) in an amount equal to such fractional part of a share multiplied by the last sale price of our Class A common stock on NYSE on the last trading day of the Offer Period. Our obligation to complete the Offer is not conditioned on the receipt of a minimum number of tendered warrants.
		Holders of the warrants tendered for exchange will not have to pay any of the exercise price for the tendered warrants in order to receive shares of Class A common stock in the exchange.
		The shares of Class A common stock issued in exchange for the tendered warrants will be unrestricted and freely transferable, as long as the holder is not an affiliate of ours and was not an affiliate of ours within the three months prior to the proposed transfer of such shares.
		The Offer is being made to all warrant holders except those holders who reside in states or other jurisdictions where an offer, solicitation or sale would be unlawful (or would require further action in order to comply with applicable securities laws).
The Consent Solicitation		In order to tender warrants in the Offer and Consent Solicitation, holders are required to consent (by executing the Letters of Transmittal and Consent or requesting that their broker or nominee consent on their behalf) to an amendment to the Warrant Agreement governing the warrants as set forth in the Warrant Amendment attached as Annex A. If approved, the Warrant Amendment would permit the Company to require that all warrants that are outstanding upon the closing of the Offer be converted into shares of Class A common stock at a ratio of 0.198 shares of Class A common stock per public warrant (a ratio which is 10% less than the exchange ratio applicable to the Offer). Upon such conversion, no warrants will remain outstanding.

Purpose of the Offer and Consent Solicitation		The purpose of the Offer and Consent Solicitation is to attempt to simplify our capital structure and reduce the potential dilutive impact of the warrants, thereby providing us with more flexibility for financing our operations in the future. See “The Offer and Consent Solicitation — Background and Purpose of the Offer and Consent Solicitation.”
Offer Period		The Offer and Consent Solicitation will expire on the Expiration Date, which is 11:59 p.m., Eastern Daylight Time, on September 2, 2020, or such later time and date to which we may extend. All warrants tendered for exchange pursuant to the Offer and Consent Solicitation, and all required related paperwork, must be received by the exchange agent by the Expiration Date, as described in this Prospectus/Offer to Exchange.
		If the Offer Period is extended, we will make a public announcement of such extension by no later than 9:00 a.m., Eastern Daylight Time, on the next business day following the Expiration Date as in effect immediately prior to such extension.
		We may withdraw the Offer and Consent Solicitation only if the conditions of the Offer and Consent Solicitation are not satisfied or waived prior to the Expiration Date. Promptly upon any such withdrawal, we will return the tendered warrants (and, with respect to the consent warrants, the related consent to the Warrant Amendment will be revoked). We will announce our decision to withdraw the Offer and Consent Solicitation by disseminating notice by public announcement or otherwise as permitted by applicable law. See “The Offer and Consent Solicitation — General Terms — Offer Period.”
Amendments to the Offer and Consent Solicitation		We reserve the right at any time or from time to time to amend the Offer and Consent Solicitation, including by increasing or (if the conditions to the Offer are not satisfied) decreasing the exchange ratio of Class A common stock issued for every warrant exchanged or by changing the terms of the Warrant Amendment. If we make a material change in the terms of the Offer and Consent Solicitation or the information concerning the Offer and Consent Solicitation, or if we waive a material condition of the Offer and Consent Solicitation, we will extend the Offer and Consent Solicitation to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “The Offer and Consent Solicitation — General Terms — Amendments to the Offer and Consent Solicitation.”
Conditions to the Offer and Consent Solicitation		The Offer is subject to customary conditions, including the effectiveness of the registration statement of which this Prospectus/Offer to Exchange forms a part and the absence of any action or proceeding, statute, rule, regulation or order that would challenge or restrict the making or completion of the Offer. The Offer is not conditioned upon the receipt of a minimum number of tendered warrants. However, the Consent Solicitation is conditioned upon receiving the consent of holders of at least 65% of the outstanding public warrants and 65% of the outstanding forward purchase warrants (which is the minimum number required to amend the Warrant Agreement). We may waive some of the conditions to the Offer. See “The Offer and Consent Solicitation — General Terms — Conditions to the Offer and Consent Solicitation.”

Withdrawal Rights		If you tender your warrants for exchange and change your mind, you may withdraw your tendered warrants (and, with respect to the consent warrants, thereby automatically revoke the related consent to the Warrant Amendment) at any time prior to the Expiration Date, as described in greater detail in the section entitled “The Offer and Consent Solicitation — Withdrawal Rights.” If the Offer Period is extended, you may withdraw your tendered warrants (and, with respect to the consent warrants, thereby automatically revoke the related consent to the Warrant Amendment) at any time until the extended Expiration Date. In addition, tendered warrants that are not accepted by us for exchange by October 1, 2020 may thereafter be withdrawn by you until such time as the warrants are accepted by us for exchange.
Participation by Directors, Executive Officers and Affiliates		Certain of our directors, executive officers and affiliates hold warrants and have indicated to us that they intend to tender such warrants pursuant to the Offer. None of our other directors, executive officers or affiliates are required to or have indicated that they will participate in the Offer. See “The Offer and Consent Solicitation — Interests of Directors, Executive Officers and Others.”
Federal and State Regulatory Approvals		Other than compliance with the applicable federal and state securities laws, no federal or state regulatory requirements must be complied with and no federal or state regulatory approvals must be obtained in connection with the Offer and Consent Solicitation.
Absence of Appraisal or Dissenters’ Rights		Holders of warrants do not have any appraisal or dissenters’ rights under applicable law in connection with the Offer and Consent Solicitation.
U.S. Federal Income Tax Consequences of the Offer		For those holders of warrants participating in the Offer and for any holders of warrants subsequently exchanged for Class A common stock pursuant to the terms of the Warrant Amendment, if approved, we intend to treat your exchange of warrants for our Class A common stock as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code pursuant to which (i) you should not recognize any gain or loss on the exchange of warrants for shares of Class A common stock, (ii) your aggregate tax basis in our Class A common stock received in the exchange should equal your aggregate tax basis in your warrants surrendered in the exchange (except to the extent of any tax basis allocated to a fractional share for which a cash payment is received in connection with the Offer), and (iii) your holding period for our Class A common stock received in the exchange should include your holding period for the surrendered warrants. However, because there is a lack of direct legal authority regarding the U.S. federal income tax consequences of the exchange of warrants for our Class A common stock, there can be no assurance in this regard and alternative characterizations are possible by the IRS or a court, including ones that would require U.S. holders to recognize taxable income.

		Although the issue is not free from doubt, we intend to treat all warrants not exchanged for Class A common stock in the Offer as having been exchanged for “new” warrants pursuant to the Warrant Amendment and to treat such deemed exchange as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code, pursuant to which (i) you should not recognize any gain or loss on the deemed exchange of warrants for “new” warrants, (ii) your aggregate tax basis in the “new” warrants deemed to be received in the exchange should equal your aggregate tax basis in your existing warrants surrendered in the exchange, and (iii) your holding period for the “new” warrants deemed to be received in the exchange should include your holding period for the surrendered warrants. Because there is a lack of direct legal authority regarding the U.S. federal income tax consequences of the deemed exchange of warrants for “new” warrants pursuant to the Warrant Amendment, if approved, there can be no assurance in this regard and alternative characterizations by the IRS or a court are possible, including ones that would require U.S. holders to recognize taxable income. See “The Offer and Consent Solicitation — Material U.S. Federal Income Tax Consequences.”
No Recommendation		None of our Board, our management, the dealer manager, the exchange agent, the information agent or any other person makes any recommendation on whether you should tender or refrain from tendering all or any portion of your warrants or consent to the Warrant Amendment, and no one has been authorized by any of them to make such a recommendation.
Risk Factors		For risks related to the Offer and Consent Solicitation, please read the section entitled “Risk Factors” beginning on page 12 of this Prospectus/Offer to Exchange.
Exchange Agent		The depositary and exchange agent for the Offer and Consent Solicitation is: Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004
Dealer Manager		The dealer manager for the Offer and Consent Solicitation is: Evercore Group L.L.C. 55 East 52nd Street, 35th Floor New York, New York 10055 Toll-Free: (888) 474-0200
		We have other business relationships with the dealer manager, as described in “The Offer and Consent Solicitation — Dealer Manager.”
Additional Information		We recommend that our warrant holders review the registration statement on Form S-4, of which this Prospectus/Offer to Exchange forms a part, including the exhibits that we have filed with the SEC in connection with the Offer and Consent Solicitation and our other materials that we have filed with the SEC, before making a decision on whether to tender for exchange in the Offer and consent to the Warrant Amendment. All reports and other documents we have filed with the SEC can be accessed electronically on the SEC’s website at www.sec.gov.

Name	Aggregate Number of Warrants Beneficially Owned	Percentage of Warrants Beneficially Owned(1)
BSOF Entities(2)	2,560,000	12.7	%
JS Capital Management LLC(3)	3,514,894	17.5	%
Soros Capital(4)	531,915	2.7	%
Omar M. Asali(5)	351,684	1.8	%
Salil Seshadri(6)	66,667	*
William Drew(7)	7,092	*

		CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
		By:
				Name:
				Title:

Exhibit No.		Description
2.1		Stock Purchase Agreement, dated December 12, 2018, among One Madison Corporation, Rack Holdings L.P. and Rack Holdings Inc. (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on December 13, 2018)
2.2		Amendment to Stock Purchase Agreement, dated January 24, 2019, among One Madison Corporation, Rack Holdings L.P. and Rack Holdings Inc. (incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K (File No. 001-38348), filed with the SEC on March 1, 2019)
2.3		Amendment No. 2 to Stock Purchase Agreement, dated May 15, 2019, among One Madison Corporation, Rack Holdings L.P. and Rack Holdings Inc. (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on May 15, 2019)
3.1		Certificate of Incorporation of the Company (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019)
4.1		Bylaws of the Company (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019)
4.2		Specimen Common Stock Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-3, as amended (File No. 333-232105), filed with the SEC on July 26, 2019
4.3		Form of Specimen Warrant Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)

Exhibit No.		Description
4.4		Warrant Agreement, dated January 17, 2018, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018)
5.1*		Opinion of Davis Polk & Wardwell LLP
8.1*		Tax Opinion of Davis Polk & Wardwell LLP
10.1		Warrant Exchange Agreement, dated March 27, 2019, among the Company and the Investors (incorporated by reference to Exhibit 10.1 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on March 28, 2019)
10.2		Offer Letter dated April 7, 2019 by and between Ranpak Corp. and Trent Meyerhoefer (incorporated by reference to Exhibit 10.1 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on April 15, 2019)
10.3		Severance and Non-Competition Agreement dated April 7, 2019 by and between Ranpak Corp. and Trent Meyerhoefer (incorporated by reference to Exhibit 10.2 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on April 15, 2019)
10.4		Letter Agreement, dated April 7, 2019, by and between One Madison Corporation and Trent Meyerhoefer (incorporated by reference to Exhibit 10.3 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on April 15, 2019)
10.5		Second Amendment, dated May 13, 2019, to the Securities Subscription Agreement, dated July 18, 2017, as amended on December 1, 2017, by and between One Madison Corporation and One Madison Group, LLC (incorporated by reference to Exhibit 10.1 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on May 15, 2019)
10.6		Anchor Earnout Agreement, dated May 13, 2019, by and between One Madison Corporation and certain anchor investors (incorporated by reference to Exhibit 10.2 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on May 15, 2019)
10.7		Consent of Holders of Class B Shares, dated May 13, 2019, among certain holders of Class B Shares (incorporated by reference to Exhibit 10.3 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on May 15, 2019)
10.8		First Lien Credit Agreement, dated as of June 3, 2019, by and among Ranger Pledgor LLC, the financial institutions party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent (incorporated by reference to Exhibit 10.2 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on June 6, 2019)
10.9		Offer Letter Agreement, dated June 3, 2019, by and between Ranpak Holdings Corp. and Omar Asali (incorporated by reference to Exhibit 10.2 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on June 6, 2019)
10.10		Offer Letter Agreement, dated June 3, 2019, by and between Ranpak Holdings Corp. and Michael A. Jones (incorporated by reference to Exhibit 10.3 of Ranpak’s Form 8-K (No. 001-38348), filed with the SEC on June 6, 2019)
10.11		Form of Performance Restricted Stock Unit Award Agreement for named executive officers (incorporated by reference to Exhibit 10.4 of Ranpak’s Form 8-K (No. 0001-38348), filed with the SEC on June 6, 2019)
10.12		Form of Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 of Ranpak’s Form 8-K (No. 0001-38348), filed with the SEC on June 6, 2019)
10.13		Performance Restricted Stock Unit Agreement, dated June 3, 2019, by and between Ranpak Holdings Corp. and Trent Meyerhoefer (incorporated by reference to Exhibit 10.6 of Ranpak’s Form 8-K (No. 0001-38348), filed with the SEC on June 6, 2019)
10.14		Restricted Stock Unit Agreement, dated June 3, 2019, by and between Ranpak Holdings Corp. and Trent Meyerhoefer (incorporated by reference to Exhibit 10.7 of Ranpak’s Form 8-K (No. 0001-38348), filed with the SEC on June 6, 2019)
10.15		Severance and Non-Competition Agreement dated May 26, 2015, by and between Ranpak Corp. and J. Mark Borseth (incorporated by reference to Exhibit 10.8 of Ranpak’s Form 8-K (No. 0001-38348), filed with the SEC on June 6, 2019)

Exhibit No.		Description
10.16		Amendment to Severance and Non-Competition Agreement, dated May 26, 2015, by and between Ranpak Corp. and J. Mark Borseth (incorporated by reference to Exhibit 10.9 of Ranpak’s Form 8-K (No. 0001-38348), filed with the SEC on June 6, 2019)
10.17		Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 of Ranpak’s Form S-8 (No. 333-233154), filed with the SEC on August 8, 2019)
10.18		Separation Agreement by and between the Company and J. Mark Borseth dated August 9, 2019 (incorporated by reference to Exhibit 10.1 of Ranpak’s Form 8-K (No. 0001-38348), filed with the SEC on August 13, 2019)
10.19		Amendment No. 1 to the First Lien Credit Agreement, dated February 14, 2020 among Ranger Packaging LLC, Ranpak B.V., Ranger Pledgor LLC and Goldman Sachs Lending Partners LLC (incorporated by reference to Exhibit 10.1 of Ranpak’s Form 8-K (No. 0001-38348), filed with the SEC on February 19, 2020)
10.20		Offer Letter Agreement, dated October 11, 2018, by and between Ranpak Corp. and Michele Smolin (incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K (File No. 001-38348), filed with the SEC on March 17, 2020)
10.21		Severance and Non-Competition Agreement, dated October 29, 2018, by and between Ranpak Corp. and Michele Smolin (incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K (File No. 001-38348), filed with the SEC on March 17, 2020)
10.22		Severance and Non-Competition Agreement, dated November 1, 2015, by and between Ranpak Corp. and Antonio Grassotti (incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K (File No. 001-38348), filed with the SEC on March 17, 2020)
10.23		Offer Letter Agreement, dated May 26, 2009, by and between Ranpak B.V. and Eric J.M. Laurensse (incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K (File No. 001-38348), filed with the SEC on March 17, 2020)
10.24		Form of Alternate Time-Vesting Restricted Stock Unit Agreement (incorporated by reference to the corresponding exhibit to the Company’s Annual Report on Form 10-K (File No. 001-38348), filed with the SEC on March 17, 2020)
10.25*		Form of Dealer Manager Agreement
10.26*		Tender and Support Agreement, dated as of August 6, 2020, by and among Ranpak Holdings Corp., ArrowMark Colorado Holdings LLC and Riverview Group LLC
10.27*		Tender and Support Agreement, dated as of August 6, 2020, by and among Ranpak Holdings Corp., Omar Asali, Pershing LLC CUST FBO Omar Asali — IRA Rollover Account, William Drew, Salil Seshadri, SFT (Delaware) Management LLC, and Vivoli Holdings LLC
10.28*		Tender and Support Agreement, dated as of August 6, 2020, by and between Ranpak Holdings Corp. and JS Capital LLC
10.29*		Tender and Support Agreement, dated as of August 6, 2020, by and between Ranpak Holdings Corp. and Soros Capital LLC
21.1*		Subsidiaries of the Registrant
23.1*		Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP
23.2*		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.3*		Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.1)
24.1*		Power of Attorney (included on signature page)
99.1*		Form of Letter of Transmittal and Consent
99.2*		Form of Notice of Guaranteed Delivery
99.3*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.4*		Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

		New York Northern California Washington DC São Paulo London	Paris Madrid Tokyo Beijing Hong Kong


Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4471 tel 212 701 5471 fax

	HOLDER: RIVERVIEW GROUP LLC

	By:	/s/ Mark Meskin
		Name: Mark Meskin
		Title: Authorized Signatory

HOLDER:

WILLIAM DREW

By:	/s/ William Drew
	Name:	William Drew

HOLDER:

SALIL SESHADRI

By:	/s/ Salil Seshadri
	Name:	Salil Seshadri

Signature	Title	Date
/s/ Omar M. Asali	Omar M. Asali Chairman and Chief Executive Officer	August 6, 2020
Omar M. Asali	(principal executive officer)
/s/ William Drew	William Drew Interim Chief Financial Officer	August 6, 2020
William Drew	(principal financial and accounting officer)
/s/ Thomas F. Corley	Thomas F. Corley	August 6, 2020
Thomas F. Corley	Director
/s/ Michael Gliedman	Michael Gliedman	August 6, 2020
Michael Gliedman	Director
/s/ Michael A. Jones	Michael A. Jones	August 6, 2020
Michael A. Jones	Director
/s/ Robert C. King	Robert C. King	August 6, 2020
Robert C. King	Director
/s/ Steve Kovach	Steve Kovach	August 6, 2020
Steve Kovach	Director
/s/ Salil Seshadri	Salil Seshadri	August 6, 2020
Salil Seshadri	Director
/s/ Alicia Tranen	Alicia Tranen	August 6, 2020
Alicia Tranen	Director
/s/ Kurt Zumwalt	Kurt Zumwalt	August 6, 2020
Kurt Zumwalt	Director

August 6, 2020

Re:	Ranpak Holdings Corp. Registration Statement on Form S-4

	a.	Original documents submitted to us (including signatures thereto) are authentic, documents submitted to us as copies conform to the original documents, and that all such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof;

	b.	All factual representations, warranties and statements made or agreed to by the parties to the Registration Statement and other documents relating to the Offer, are true and accurate as of the date hereof; and

	c.	The description of the Offer in the Registration Statement is accurate, the Offer will be consummated in accordance with such description, without any waiver or breach of any material provision thereof, and the Offer will be effective under applicable corporate law.

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written:

EVERCORE GROUP L.L.C.

By
	Name:
	Title:

	COMPANY: RANPAK HOLDINGS CORP.

	By:	/s/ William Drew
		Name: William Drew
		Title: Interim Chief Financial Officer

	HOLDER: ArrowMark Colorado Holdings LLC

	By:	/s/ Rick Grove
		Name: Rick Grove
		Title: Authorized Signatory

Name of Public Warrant Holder	Number of Public Warrants
ArrowMark Colorado Holdings LLC	1,470,710
Riverview Group LLC	5,589,600

COMPANY:

RANPAK HOLDINGS CORP.

By:	/s/ William Drew
	Name:	William Drew
	Title:	Interim Chief Financial Officer

HOLDER:

PERSHING LLC CUST FBO OMAR ASALI – IRA ROLLOVER ACCOUNT

By:	/s/ Omar Asali
	Name:	Omar Asali
	Title:	Authorized Signatory

HOLDER:

SFT (DELAWARE) MANAGEMENT LLC

By:	/s/ Jeremy Ravinowitz
	Name:	Jeremy Rabinowitz
	Title:	Manager

HOLDER:

VIVOLI HOLDINGS, LLC

By:	/s/ Omar Asali
	Name:	Omar Asali
	Title:	Authorized Signatory

Name of Forward Purchase Warrant Holder	Number of Forward Purchase Warrants
Omar Asali		145,758
Pershing LLC CUST FBO Omar Asali – IRA Rollover Account		4,683
William Drew		7,092
Salil Seshadri		66,667
SFT (Delaware) Management LLC		443,262
Vivoli Holdings, LLC		201,243

HOLDER:

JS CAPITAL LLC

By:	/s/ Richard D. Holahan, Jr.
	Name:	Richard D. Holahan, Jr.
	Title:	Vice President

Name of Forward Purchase Warrant Holder		Number of Forward Purchase Warrants
JS Capital LLC			3,514,894

HOLDER:

SOROS CAPITAL LLC

By:	/s/ Gitanjali Workman
	Name:	Gitanjali Workman
	Title:	General Counsel

Name of Forward Purchase Warrant Holder		Number of Forward Purchase Warrants
Soros Capital LLC			531,915

Name of Subsidiary		Jurisdiction of Organization

Ranger Pledgor, LLC		Delaware

Ranpak Corp.		Ohio

Kapnar Holdings B.V.		Netherlands

Ranpak B.V.		Netherlands

Ranpak KK		Japan

Ranpak Packaging Technology Co. Ltd.		China

Ranpak Pte. Ltd.		Singapore

Ranpak CZ B.V.		Netherlands

Ranpak s.r.o.		Czech Republic

Ranpak Brasil Productos e Servicos de
Embalogem Ltda.		Brazil

Name(s) and Address(es) of Registered Holder(s) of Warrants		Number of Warrants Tendered





		Total:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS, IwNCLUDING INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if the Class A common stock issued pursuant to the Offer and Consent Solicitation in exchange for warrants tendered hereby and any warrants delivered to the exchange agent herewith but not tendered and exchanged pursuant to the Offer and Consent Solicitation, are to be issued in the name of someone other than the undersigned. Issue all such Class A common stock and untendered warrants to:
Name:
Address:
(PLEASE PRINT OR TYPE) (INCLUDE ZIP CODE) (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)