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One Madison Corporation

One Madison Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION

ESTIMATED CURRENT FUNDS in TRUST: $307.5 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.25*
ENTERPRISE VALUE: $1.003 Billion

 

*SPACInsider estimate a/o 5-20-19

One Madison Corporation (“OMAD”), proposes to combine with Ranpak Corporation (“Ranpak”), an affiliate of Rhône Capital (“Rhône Capital”), with an anticipated enterprise value of approximately $1.089 million.

Ranpak is the global leader in fiber-based, environmentally sustainable protective packaging solutions that safeguard products in commerce and industrial supply chains. Ranpak utilizes a systems-based business model to drive recurring revenue through an installed platform of over 90,000 machines. Ranpak sells consumables to end-users via a network of exclusive distributor relationships, delivering services to approximately 30,000 diversified end-users in over 40 countries. Ranpak’s customer retention rates are in excess of 90% over the past five years.

HIGHLIGHTS

  • Company’s premium fiber-based solution to benefit from growing momentum in e-Commerce and increased consumer focus on environmental sustainability
  • Fully committed debt and equity financing in place to complete transaction, including a newly committed $142 million common equity private placement at $10.00 per share
  • One Madison’s investors and strategic partners include JS Capital and Soros Capital (the family offices of Jonathan Soros and Robert Soros, respectively), as well as entities managed by Blackstone Alternative Solutions L.L.C.
  • Omar Asali to serve as Executive Chairman of Ranpak and Mark Borseth to continue as President and CEO

Key Transaction Terms

  • Under the terms of the transaction, OMAD will acquire Ranpak for $950 million in cash, including the repayment of existing first lien and second lien debt.
  • The transaction and related expenses are expected to be funded with:
    • (i) cash held in trust by OMAD of $300 million;
    • (ii) approximately $407 million of debt drawn from $650 million of committed new debt financing available to fund the transaction and related expenses on the closing date; and
    • (iii) approximately $292 million of committed equity investments from OMAD’s anchor investors at $10.00 per share
  • Pro forma for the acquisition, the combined company will have an anticipated enterprise value of approximately $1.1 billion, implying a multiple of 11.5x 2019E Adjusted EBITDA of $95 million.
  • Post transaction, Omar Asali will serve as Executive Chairman of Ranpak and Mark Borseth will continue to serve as President and CEO.
  • The transaction is expected to close in spring 2019

One madison transaction update

ADVISORS

  • Citi acted as financial advisor to OMAD
  • Credit Suisse and BofA Merrill Lynch acted as capital markets advisors for the transaction.
  • Goldman Sachs acted as exclusive financial advisor to Rhône Capital and Ranpak.
  • Davis Polk & Wardwell LLP served as legal counsel to OMAD
  • Sullivan & Cromwell LLP acted as legal advisor to Rhône Capital and Ranpak.

The transaction includes committed debt financing from The Merchant Banking Division of Goldman Sachs.

 

ONE MADISON CORP. MANAGEMENT & BOARD

Executive Officers

Omar M. Asali, 47
Chairman and CEO

Mr. Asali has been the Chief Executive Officer and Chairman of the board of directors of our sponsor since July 2017. Mr. Asali served as President and Chief Executive Officer of HRG from March 2015 until April 2017, as its President since October 2011 and as a director from May 2011 to April 2017. Mr. Asali was responsible for overseeing the day-to-day activities of HRG, including M&A activity and overall business strategy for HRG and HRG’s underlying subsidiaries. Mr. Asali was directly involved in all of HRG’s acquisitions across all sectors, and he was actively involved in HRG’s management and investment activities. Mr. Asali was also the Vice Chairman of the board of directors of Spectrum Brands and a member of the board of directors of FGL, Front Street Re Cayman Ltd. and NZCH Corporation (formerly, Zap.Com Corporation), each a subsidiary of HRG. Prior to becoming President of HRG, Mr. Asali was a Managing Director and Head of Global Strategy of Harbinger Capital. Prior to joining Harbinger Capital in 2009, Mr. Asali was the co-head of Goldman Sachs Hedge Fund Strategies LLC (“Goldman Sachs HFS”) where he helped manage approximately $25 billion of capital allocated to external managers. Mr. Asali also served as co-chair of the Investment Committee at Goldman Sachs HFS. Before joining Goldman Sachs HFS in 2003, Mr. Asali worked in Goldman Sachs’ Investment Banking Division, providing M&A and strategic advisory services to clients in the High Technology Group. Mr. Asali previously worked at Capital Guidance, a boutique private equity firm. Mr. Asali began his career working for a public accounting firm. Mr. Asali received an M.B.A. from Columbia Business School and a B.S. in Accounting from Virginia Tech.

Bharani Bobba, 40
CFO

Mr. Bobba has 23 years of experience across operational consulting, private equity, and investment banking, primarily in the consumer and retail sectors. Mr. Bobba joined our sponsor in July 2017 where he is a Managing Director. Mr. Bobba works closely with other members of our sponsor team to identify investment opportunities. Before joining our sponsor, Mr. Bobba was at Genpact Limited, which is a consulting and outsourcing firm, for five years. Mr. Bobba had several roles including Senior Vice President with responsibility for strategy, M&A and other growth initiatives for the Consumer, Retail and Healthcare Business Unit. He was also the business leader and client partner in the Consumer Retail vertical, where he worked closely with the 3G Capital, Inc. team at Kraft Heinz. He also developed and grew large relationships at McDonald’s and Walgreens Boots Alliance in addition to his responsibilities of leading the business. Prior to joining Genpact in 2012, Mr. Bobba founded Baseline Partners, an investment firm focused on making private equity and public investments in illiquid small cap Indian companies which were poised for exceptional growth and returns on capital primarily in consumer and retail sectors. In addition to growth capital, he provided extensive operational support to portfolio companies, including taking on interim management positions. Prior to Baseline, Mr. Bobba worked at Merrill Lynch, Pierce, Fenner & Smith Incorporated in investment banking for 10 years where he advised on mergers & acquisitions and capital raising for many of the top Global Consumer Packaged Goods and retail companies. Mr. Bobba received an M.B.A. from Duke University and a B.A. in Economics from Georgetown University.

David Murgio, 47
Secretary

Mr. Murgio has been General Counsel and Chief Operating Officer of the Sponsor since September 2018. Most recently, Mr. Murgio worked at Drivetrain LLC, a provider of independent fiduciary services for companies. Prior to Drivetrain, Mr. Murgio was Investment Counsel at Harbinger Capital Partners LLC, where he served as the senior legal advisor to the firm’s investment professionals in connection with the structuring, negotiating, and documenting of its investments. Mr. Murgio began his career in the corporate department at Weil, Gotshal & Manges LLP, where he served from 1999 to 2009. Mr. Murgio received a J.D. from Columbia University School of Law, an M.I.A. from Columbia University School of International and Public Affairs, and a B.A. from Dartmouth College.

Board of Directors

Thomas F. Corley, 54
Director

Mr. Corley is currently the Global Chief Retail Officer and President of U.S. Retail Markets for Catalina, with responsibility for all of Catalina’s engagements with retailers globally. Mr. Corley previously served as Chief Operating Officer of Acosta, Inc. from January 2016 until December 1, 2016. While at Acosta, Mr. Corley oversaw the Sales and Foodservice divisions and worked to deepen consumer packaged goods clients and customer relationships, identify retail operating strategies and develop a differentiated sales organization. Prior to serving at Acosta, Mr. Corley served as an Executive Vice President of U.S. Sales and Foodservice at Kraft Foods Group, Inc. from October 2012 until July 2015. Mr. Corley served as an Executive Vice President and President of U.S. Retail Sales and Foodservice for Kraft Foods Group, Inc. since October 2012 and February 2013 respectively. Mr. Corley served as President of U.S. Sales for Kraft Foods Group, Inc. from October 2012 to February 2013. He has more than 30 years of industry experience with Kraft Foods Group and General Foods, including more than 15 years in Kraft senior leadership and sales roles with responsibility for customer collaboration, new business development, field sales commercialization, acquisition integration and organizational development. Previously, he led the U.S.Field Sales Organization and Walmart/Kraft Sales Organizations for Kraft Foods North America with global oversight for headquarter engagement and retail execution. His additional roles at Kraft included Vice President of Walmart/Customer Development Organization, Area Vice President, East Customer Development Organizations and Area Vice President of South Area Field Sales Organization. Mr. Corley received a Bachelor’s Degree from the University of St. Thomas in Minnesota.

Michael A. Jones, 55
Director

Mr. Jones served as Chief Customer Officer of Lowe’s Companies, Inc. from May 2014 through October 2016. In this role, Mr. Jones was responsible for store environment, merchandising, customer experience, marketing, strategy and research for Lowe’s U.S. stores operations. Prior to this role, Mr. Jones served as the Chief Merchandising Officer of Lowe’s Companies Inc. since January 2013. In this capacity, Mr. Jones was responsible for both domestic and global sourcing for the merchandising offering for Lowe’s U.S. stores, and U.S. pricing operations. Mr. Jones served as Head of Business Unit Americas and Executive Vice President at Husqvarna AB from June 2011 to January 2013. In this role, Jones led sales, service and manufacturing operations for Husqvarna’s North and Latin American businesses. Prior to this role, Mr. Jones served as Head of Sales and Service for North and Latin America at Husqvarna AB since October 2009. Mr. Jones served as the General Manager of Cooking Products within the appliances division of General Electric (“GE”) from June 2007 to October 2009. He began his career at GE in appliance builder sales, and held roles with increasing responsibility during his time at GE, including Chief Commercial Officer in Europe, Middle East and Africa and for GE Consumer and Industrial. He is currently on the Board of Johnson C. Smith University. Mr. Jones received a Bachelor’s Degree in business administration from California Coast University in Santa Ana, California.

Robert C. King, 58
Director

Mr. King served as the Chief Executive Officer of CytoSport, Inc. from June 2013 to August 2014. Prior to joining Cytosport, Mr. King served as an Advisor to TSG Consumer Partners from March 2011 to July 2013. Mr. King spent 21 years in the North America Pepsi system from 1989 to 2010 serving in various management positions. Notably, Mr. King served as an Executive Vice President and President of North America at Pepsi Bottling Group Inc. (“Pepsi Bottling Group”) from November 2008 to 2010, with responsibility for all Pepsi Bottling Group business in the United States, Canada and Mexico. He served as the President of Pepsi Bottling Group’s North American business at Bottling Group from December 2006 to November 2008. Mr. King served as the President of North American Field Operations at Pepsi Bottling Group Inc. from October 2005 to December 2006. Before joining the North America Pepsi system, Mr. King worked in various sales and marketing positions with E&J Gallo Winery from 1984 to 1989 and with Procter & Gamble from 1980 to 1984. Previously, Mr. King has served as a director and advisor to CytoSport, Island Oasis Frozen Cocktail Co., Inc. and Neurobrands, LLC, a producer of premium functional beverages. Mr. King has been an Executive Advisory Partner at Wind Point Partners and Chairman of Gehl Foods, a portfolio company of Wind Point Partners since May 2015. Mr. King has also served on the board of directors of? (i) Exal Corporation, an Ontario Teachers Pension Plan portfolio company, since February 2017, (ii) Freshpet Inc. since November 2014, and (iii) Arctic Glacier, a Carlyle LLC portfolio company, since August 2017. Mr. King received a Bachelor of Arts in English from Fairfield University.

ByRoman Developer