One Madison Corp. Gets a New $20M PIPE and Amends Earn-out

One Madison Corp. (OMAD), in anticipation of their upcoming shareholder vote to approve their combination with Ranpak Corporation (“Ranpak”), announced that they have arranged an additional $20 million PIPE and included new earn-out provisions for the Founder Shares held by the Sponsors and the Anchor Investors (affiliates of The Blackstone Group L.P.).

In order to give shareholders enough time to digest this information, One Madison has moved their shareholder meeting date to May 28th, which also means the deadline to redeem has been moved as well, to May 23rd (two trading days prior to the vote).

What’s interesting about this new $20 million PIPE is that it’s being done at $10.26 per share.  The press release does not say who the new institutional investors are, but the Anchor Investors (Blackstone), JS Capital and Soros Capital had already committed to a $142 million PIPE at $10.00 at the initial combination announcement. Regardless, OMAD now has $162 million in additional equity investments on top of the $150 million from the forward purchase agreements with their Anchor Investors entered into at the IPO.

Plus, by moving the entire promote to an earn-out, OMAD is now better incentivized to see this company’s share price perform. Originally, only 2.3 million of the total 7.5 million Sponsor promote shares were subject to an earn-out at a share price of $12.50, while 157,500 promote shares owned by Blackrock (Anchor) were to be released at $12.25/share.

These changes have slightly reduced the Enterprise Value to $1.003 billion, from their most recently stated EV of $1.088 billion, but the real take away here is that between the backstop and additional PIPEs, this deal is getting done. Upon the consummation of the combination OMAD intends to change its name to “Ranpak Holdings Corp.,” and apply for the continued listing on the NYSE of its Class A common stock and warrants under the symbols “PACK” and “PACK.WS,” respectively.

Details below:

PIPE

• The Company has entered into a subscription agreement with a new institutional investor for the sale of Class A ordinary shares, at a purchase price of $10.26 per share, in a private placement which will result in aggregate gross proceeds of approximately $20 million

EARN-OUT

• Sponsor Founder Shares: 100% of the Sponsor-owned Class B ordinary shares (the “Founder Shares”), will be subject to an earn-out provision
  • 50% of the Founder Shares held by the Sponsor, or 3,397,500 Founder Shares, subject to a $15.00 threshold
  • 50% of the Founder Shares held by the Sponsor, or 3,397,500 Founder Shares, subject to a $17.00 threshold
• Anchor investors: all 3,750,000 Founder Shares held by the anchor investors will be subject to a $12.50 earn-out condition;