Ranpak Holdings Corp. (Form: 8-K, Received: 08/13/2019 07:01:08)

UNITED STATES
SECURITIES 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):

August 13, 2019 (August 9, 2019)

RANPAK HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38348		98-1377160
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

7990 Auburn Road

Concord Township, OH

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 to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. 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
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	PACK WS	New York Stock Exchange

Item 2.02

Results of Operations and Financial Condition.

On August 13, 2019, Ranpak Holdings Corp. (the “ Company ”) issued a press release announcing its financial results for the quarter ended June 30, 2019. A copy of the press release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference. On August 13, 2019, at 8:30 a.m. (ET), the Company will host a conference call and webcast in which its financial results for the quarter ended June 30, 2019 will be discussed.

The information included in this item, including Exhibit 99.1, is hereby furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “ Securities Act ”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 13, 2019, the Company issued a press release announcing the appointment of Omar Asali as Chief Executive Officer of the Company, replacing J. Mark Borseth in this role. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Asali, 48, currently serves as the Executive Chairman of the Company’s Board of Directors, a role he has held since June 3, 2019 in connection with the closing of the business combination with Rack Holdings, Inc. Prior to this, from July 2017 to June 3, 2019, Mr. Asali was the Chairman and Chief Executive Officer of the Company (then One Madison Corporation) prior to the business combination. Previously, Mr. Asali was a senior executive of HRG Group (“HRG”), serving as its President from October 2011 to April 2017 and as its President and Chief Executive Officer from March 2015 to April 2017. Mr. Asali served on HRG’s board of directors from May 2011 to April 2017. Mr. Asali was also the Vice Chairman 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.

In connection with his appointment as Chief Executive Officer, Mr. Asali will not be entitled to any additional compensation. Certain prior transactions between the Company and Mr. Asali in his capacity as founder and an investor of the Company are described in the sections entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions” and “Item 13. Certain Relationships and Related Transactions” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by reference herein.

In connection with his departure from the Company and in consideration of his release of claims against the Company, on August 9, 2019, the Company entered into a separation agreement with Mr. Borseth. Pursuant to his separation agreement, Mr. Borseth will be entitled to, among the other benefits provided for in the agreement: (i) a continuation of his base salary for 18 months following the separation date at the current annual rate of $450,000, (ii) a 2019 bonus based on 2019 performance, (iii) COBRA continuation premium payments for Mr. Borseth and his dependents for 6 months following the separation date and (iv) vesting of 5,000 of Mr. Borseth’s outstanding performance restricted stock units.

The foregoing description of the separation agreement with Mr. Borseth contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

This Current Report and the Exhibit attached hereto contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that are not historical facts, including statements about the parties, perspectives and expectations, are forward-looking statements. In addition, any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report and the Exhibit attached hereto may include, for example, statements about: our expectations around the performance of the business;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business; our public securities’ potential liquidity and trading; the lack of a market for our securities.

The forward-looking statements contained in this Current Report and the Exhibit attached hereto are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to: (1) our inability to secure a sufficient supply of paper to meet our production requirements; (2) the impact of the price of kraft paper on our results of operations; (3) our reliance on third party suppliers; (4) the high degree of competition in the markets in which we operate; (5) consumer sensitivity to increases in the prices of our products; (6) changes in consumer preferences with respect to paper products generally; (7) continued consolidation in the markets in which we operate; (8) the loss of significant end-users of our products or a large group of such end-users; (9) our failure develop new products that meet our sales or margin expectations; (10) our future operating results fluctuating, failing to match performance or to meet expectations; (11) our ability to fulfill our public company obligations; and (12) other risks and uncertainties indicated from time to time in filings made with the SEC. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description
10.1		Separation Agreement by and between the Company and J. Mark Borseth dated August 9, 2019.
99.1*		Press release dated August 13, 2019 entitled “Ranpak Holdings Corp. Reports Financial Results”.
99.2		Press release dated August 13, 2019 entitled “Ranpak Announces Executive Chairman Omar Asali Will Expand His Role to Include Chief Executive Officer”.


*Furnished herewith

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: August 13, 2019

	RANPAK HOLDINGS CORP.


	By:	/s/ Trent M. Meyerhoefer
		Trent M. Meyerhoefer
		Chief Financial Officer

EXHIBIT 10.1

Ranpak Holdings Corp.

7990 Auburn Road
Concord Township, OH 44077

August 9, 2019

J. Mark Borseth

17432 Deepview Drive

Chagrin Falls, Ohio 44023

Dear Mark:

This letter agreement (this “ Agreement ”) sets forth our mutual agreement concerning your separation from Ranpak Holdings Corp. and Ranpak Corp. (together, the “ Company ”).

1. Termination. Your employment with the Company and its subsidiaries will terminate in all capacities effective as of August 9, 2019 (the “ Effective Date ”). In that regard, you hereby resign, effective as of the Effective Date, from your position as Chief Executive Officer of the Company and all of its subsidiaries, and all other officer positions, committee memberships, directorships and other positions that you hold with the Company and its subsidiaries. In addition, you agree that on and after the Effective Date, you will not represent yourself as being an employee, officer, director, agent or representative of the Company or its subsidiaries for any purpose.

2. Severance Benefits . Subject to your execution of and compliance with your obligations under this Agreement and in consideration of the covenants incorporated herein and the waiver and release set forth below, and provided that you do not revoke this Agreement in accordance with Section 11(e), the Company will provide you with the following severance benefits and payments following the Effective Date:

(a) The Company will continue to pay you your base salary (at the current annual rate of $450,000) for a period of eighteen (18) months commencing on the Effective Date, payable in accordance with the Company’s regular payroll practices; provided that, no payments shall be made until the first regular payroll period that is sixty (60) days or more after the Effective Date (the “ First Payment Date ”); provided, further, that any payments that would have been paid during the 60-day period following the Effective Date will instead be made on the First Payment Date;

(b) The Company will pay you the Earned Bonus (as defined in the Severance and Non-Competition Agreement, dated as of May 26, 2015 and amended April 12, 2017, by and between you and the Company (the “ Severance Agreement ”)) for the 2019 fiscal year based on the Company’s actual performance, which will be payable on or prior to March 15, 2020;

(c) Provided that you elect coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) for yourself and your family under the Company’s group health plan in which you were participating as of immediately prior to the Effective Date, the Company shall make any COBRA continuation premium payments for you and your dependents for the six (6) month period following the Effective Date, or if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer;

(d) Equity Awards . Subject to your continued compliance with this Agreement and the Severance Agreement, 5,000 of your Performance Restricted Stock Units (“ PRSUs ”) granted to you on June 3, 2019 will be deemed earned and will vest on January 1, 2020. The 5,000 shares underlying these PRSUs will be delivered to you as soon as reasonably practicable (and in no event more than 60 days) after January 1, 2020. You hereby acknowledge and agree that other than as set forth in this Section 2(d), all other PRSUs and other equity awards granted to you under the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan will be forfeited for no consideration as of the Effective Date.

(e) Vacation Payment : No later than the First Payment Date, you will receive a payment in the amount of $22,500 in respect of your accrued but unused vacation.

3. No Other Compensation or Benefits . Except as otherwise specifically provided herein, or as required by COBRA or other applicable law, you will not be entitled to any compensation or benefits or to participate in any past, present or future employee benefit programs or arrangements of the Company on or after the Effective Date.

4. Covenants and Agreements . Subject to Section 7, your covenants and agreements set forth in the Severance Agreement will remain in full force and effect.

5. Directors and Officers Insurance . You shall be accorded no less favorable indemnification and directors’ and officers’ insurance rights and benefits than those accorded to other former directors and officers of the Company in accordance with the Company’s certificate of incorporation, bylaws and director and officer insurance policy, as in effect from time to time.

6. Return of Property . No later than the last day of your employment with the Company (or by such earlier date requested by the Company), you will deliver to the Company (or, if requested by the Company, destroy) all property made available to you in connection with your employment by the Company, including, without limitation, any and all records, manuals, customer lists, notebooks, cellphones, electronic devices, computers, computer programs, credit cards, and files, papers, electronically stored information and documents kept or made by you in connection with your employment; provided that, you are permitted to retain your Company issued cell phone and laptop, subject to and following the Company’s removal of all confidential and proprietary information therefrom.

7. Employee Protections . You have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the “ SEC ”) and/or its Office of the Whistleblower, as well as certain other governmental

entities and self-regulatory organizations. As such, nothing in this Agreement or otherwise prohibits or limits you from disclosing this Agreement or the Severance Agreement to, or from cooperating with or reporting violations to or initiating communications with, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement or otherwise requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity or self-regulatory organization. Moreover, nothing in this Agreement or otherwise prohibits you from notifying the Company that you are going to make a report or disclosure to law enforcement. Notwithstanding anything to the contrary in this Agreement or otherwise, as provided for in the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Without limiting the foregoing, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you (x) file any document containing the trade secret under seal, and (y) do not disclose the trade secret, except pursuant to court order.

8. Release .

(a) General Release . In consideration of the Company’s obligations under this Agreement and for other valuable consideration, you hereby release and forever discharge the Company and its direct or indirect shareholders, officers, employees, directors and agents (collectively, the “ Released Parties ”) from any and all claims, actions and causes of action (collectively, “ Claims ”), including, without limitation, any Claims arising under (A) the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514; Sections 748(h)(i), 922(h)(i) and 1057 of the Dodd-Frank Wall Street and Consumer Protection Act (the “ Dodd Frank Act ”), 7 U.S.C. § 26(h), 15 U.S.C. § 78u-6(h)(i) and 12 U.S.C. § 5567(a) but excluding from this release any right you may have to receive a monetary award from the SEC as an SEC Whistleblower, pursuant to the bounty provision under Section 922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-(g), or directly from any other federal or state agency pursuant to a similar program, or (B) any applicable federal, state, local or foreign law, that you may have, or in the future may possess arising out of (x) your employment relationship with and service as a director, employee, officer or manager of the Company or any of its predecessors, and the termination of such relationship or service, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided , however, that the release set forth in this Section 8 ‎ (a) will not apply to (i) the obligations of the Company under this Agreement and (ii) the obligations of the Company to continue to provide director and officer indemnification to you as provided in the governing documents of the Company. You further agree that the payments and benefits described in this Agreement will be in full satisfaction of any and all claims for payments or benefits, whether express or implied, that you may have against the Company arising out of your employment

relationship, your service as a director, employee, officer or manager of the Company and the termination thereof. The provision of the payments and benefits described in this Agreement will not be deemed an admission of liability or wrongdoing by the Company. This Section ‎ 8(a) does not apply to any Claims that you may have as of the date you sign this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ ADEA ”). Claims arising under ADEA are addressed in Section 8 ‎ (b) of this Agreement.

(b) Specific Release of ADEA Claims . In consideration of the payments and benefits provided to you under this Agreement, you hereby release and forever discharge the Company its direct or indirect shareholders, officers, employees, directors and agents from any and all Claims that you may have as of the date you sign this Agreement arising under ADEA. By signing this Agreement, you hereby acknowledge and confirm the following: (i) you were advised by the Company in connection with your termination to consult with an attorney of your choice prior to signing this Agreement and to have such attorney explain to you the terms of this Agreement, including, without limitation, the terms relating to your release of claims arising under ADEA; (ii) you have been given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of your choosing with respect thereto; and (iii) you are providing the release and discharge set forth in this Section 8 ‎ (b) only in exchange for consideration in addition to anything of value to which you are already entitled.

(c) Representation . Subject to Section 7 hereof, you hereby represent that you have not instituted, assisted or otherwise participated in connection with, any action, complaint, claim, charge, grievance, arbitration, lawsuit or administrative agency proceeding, or action at law or otherwise against the Company or any other member of the Company Group or any of their respective shareholders, officers, employees, directors, shareholders or agents.

9. Non-Disparagement . Following the Effective Date, (i) you agree that you will not make, or cause or assist any other person or entity to make, any statement or other communication to any third party person or entity or to any general public media in any form which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or its subsidiaries or any of their respective directors, officers, shareholders or employees, and (ii) the Company agrees that it will direct its directors and officers to not make, and to not cause or assist any other person or entity to make, any statement or other communication to any third party person or entity or to any general public media in any form which impugns or attacks, or is otherwise critical of, your reputation, business or character.

10. Cessation of Payments . In the event that you (a) file any charge, claim, demand, action or arbitration with regard to your employment, compensation or termination of employment under any federal, state, local or foreign law, or an arbitration under any industry regulatory entity, except in either case for a claim for breach of this Agreement or failure to honor the obligations set forth herein or (b) breach any of the covenants contained in or incorporated into this Agreement or the Severance Agreement, the Company will be entitled to

immediately cease making any payments or providing any benefits due pursuant to Section 2 of this Agreement.

11. Miscellaneous .

(a) Entire Agreement . This Agreement and the Severance Agreement set forth the entire agreement and understanding of the parties hereto with respect to the matters covered hereby and supersede and replace any express or implied prior agreement with respect to the matters covered hereby which you may have had with the Company. This Agreement may be amended only by a written document signed by the parties hereto.

(b) Governing Law . This Agreement will be governed by, and construed in accordance with, the laws of the State of Ohio (determined without regard to the choice of law provisions thereof).

(c) Withholding. All payments under this Agreement will be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

(d) Voluntary Assent . You affirm that you have read this Agreement, and understand all of its terms, including the full and final release of claims set forth in Section 8. You further acknowledge that you have voluntarily entered into this Agreement; that you have not relied upon any representation or statement, written or oral, not set forth in this Agreement; that the only consideration for signing this Agreement is as set forth herein; and that this document gives you the opportunity and encourages you to have this Agreement reviewed by your attorney and/or tax advisor.

(e) Revocation . This Agreement may be revoked by you within the seven-day period commencing on the date you sign this Agreement (the “ Revocation Period ”). In the event of any such revocation by you, all obligations of the Company and you under this Agreement will terminate and be of no further force and effect as of the date of such revocation. No such revocation by you will be effective unless it is in writing and signed by you and received by the Company prior to the expiration of the Revocation Period.

(f) Waiver . The failure of either party to this Agreement to enforce any of its terms, provisions or covenants will not be construed as a waiver of the same or of the right of such party to enforce the same. Waiver by either party hereto of any breach or default by the other party of any term or provision of this Agreement will not operate as a waiver of any other breach or default.

(g) Severability . In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby.

(h) Section 409A . If any provision of this Agreement contravenes Section 409A of the Code, the regulations promulgated thereunder or any related guidance issued by the U.S. Treasury Department, the Company may reform this Agreement or any

provision hereof to maintain to the maximum extent practicable the original intent of the provision without violating the provisions of Section 409A of the Code.

(i) Counterparts . This Agreement may be executed in one or more counterparts, which together will constitute one and the same agreement.

(j) Notices . Every notice or other communication relating to this Agreement will be in writing, and will be mailed to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices and communications by you to the Company will be mailed or delivered to the Company at its principal executive office, and all notices and communications by the Company to you may be given to you personally or may be mailed to you at your last known address, as reflected in the Company’s records. Any notice so addressed will be deemed to be given or received (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.

	RANPAK HOLDINGS CORP.


	By:	/s/ Omar Asali
		Name: Omar Asali
		Title: Executive Chairman

	RANPAK CORP.


	By:	/s/ Trent Meyerhoefer
		Name: Trent Meyerhoefer
		Title: Chief Financial Officer

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU FULLY KNOW, UNDERSTAND AND APPRECIATE ITS CONTENTS, AND THAT YOU HEREBY ENTER INTO THIS AGREEMENT VOLUNTARILY AND OF YOUR OWN FREE WILL.

ACCEPTED AND AGREED:


/s/ J. Mark Borseth
J. Mark Borseth

Date:	August 9, 2019

[ Signature Page to Separation Agreement – J. Mark Borseth ]

EXHIBIT 99.1

Ranpak Holdings Corp. Reports Financial Results

CONCORD TOWNSHIP, OH, August 13, 2019 – Ranpak Holdings Corp (NYSE: PACK) (“Ranpak” or “the Company”), a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains, today reported its second quarter 2019 financial results.

“Having completed the business combination with One Madison on June 3 ^rd , we are excited to begin Ranpak’s next great phase as a publicly traded company. We believe that the addition of One Madison’s executives to Ranpak’s very talented leadership team – coupled with a shareholder registry comprised of owners focused on long-term value creation – will unlock significant potential at Ranpak and enable us to pursue successfully the meaningful growth opportunities we see in front of us,” said Omar Asali, Chairman and Chief Executive Officer of Ranpak. “I have expanded my role to become Chief Executive Officer where I will focus on accelerating growth and profitability while delivering on Ranpak’s strategic objectives. In my expanded role, I have streamlined the decision making process, redefined a few critical reporting lines, and improved essential channels of communication; all with a view towards making Ranpak a more nimble, proactive, and customer centric company going forward. We believe no company is better positioned to deliver on providing sustainable protective packaging solutions to the world.”

“After getting off to a strong start in the first quarter of 2019 driven by organic volume growth and price increases, continued solid performance in the second quarter in Europe and Asia despite a weak macro environment, was offset by a decline in the Euro and volume headwinds in North America. As we look to the remainder of the year, historically our stronger six months, we expect performance in North America to improve as we have reinvigorated our sales efforts by dedicating more resources to helping our sales team achieve their goals. We see attractive opportunities related to expanding our sales channels to serve retail, introducing new cushioning, void-fill, and cold-chain products, continuing geographic expansion and further penetrating existing markets. Moreover, we have increased our focus on innovation and new product development to drive robust organic growth in our existing product lines. Lastly, we are looking, over time, to augment this growth with strategic acquisitions that build upon our existing platform.”

Second Quarter 2019 Highlights

Packaging systems placement increased 7.6% year over year, exceeding 100,000 machines as of June 30, 2019

Net sales declined 13.2% on a combined basis ¹ , and 6.5% adjusting for constant currency and fair-value purchase accounting adjustment related to deferred revenue for user fees. As indicated below, net sales year to date on a combined basis are $122.7 million with an increase in pro forma net sales of 2.6%, on a constant currency basis and adjusted for $2.6 million fair-value purchase accounting adjustment related to deferred revenue for user fees and packaging systems

Gross profit margin of 36.0% on a combined basis, and 42.5% pro forma for fair value purchase accounting adjustments and constant currency

Net loss of $26.1 million on a combined basis which included discrete costs of $24.7 million related to the Ranpak Business Combination

¹ Due to the Predecessor and Successor Periods as they relate to the date of closing of the Ranpak Business Combination, for the convenience of readers, we have presented the three and six month periods ended June 30, 2019 on a combined basis (reflecting a simple arithmetic combination of the GAAP Predecessor and Successor Periods without further adjustment) in order to present a meaningful comparison against the corresponding periods in the three and six months ended June 30, 2018.

Adjusted EBITDA ² of $16.9 million

Closed business combination with One Madison Corp on June 3rd (“Ranpak Business Combination”)

Net sales, on a combined basis, decreased $8.6 million in the quarter, or 13.2%, to $56.6 million, primarily driven by a $2.6 million fair-value purchase accounting adjustment related to deferred revenue for user fees and packaging systems, weakness in the Euro versus the prior period, and Void-fill headwinds in North America. On a constant currency basis and excluding effect of the fair-value accounting adjustment net sales declined $4.2 million in the quarter, or 6.5%. For the combined quarter, performance in Europe and Asia was impacted by the effects of accelerated buying in the first quarter ahead of an April 1 ^st price increase, but experienced growth in Wrapping and User Fees. Europe and Asia also experienced slower sales of automated box sizing equipment and Cushioning. North America experienced headwinds in its Void-Fill product line and generally slower industrial activity. Performance in Europe and Asia appears to have normalized following the price increase and we expect to return to targeted growth for the remainder of the year.

Cost of sales on a combined basis was $36.2 million, a decrease of ($0.9) million or (2.5%) from $37.1 million for the three month period ended June 30, 2018 due to decreases in volume and offset by a fair value purchase accounting adjustment of $2.1 million related to a step-up in inventory costs. Pro forma cost of sales decreased by $(2.0) million, or (5.6)%, to $34.5 million in the three months ended June 30, 2019 from $36.5 million for the comparable period in 2018 after removing the effect of the fair value adjustment and adjusting to a constant currency in both periods. Gross profit on a combined basis was $20.4 million, or 36.0% of combined sales. After removing the effect of the fair value adjustment and adjusting to a constant currency in both periods, on a pro forma basis gross profit as a percentage of net sales was 42.5% in the three months ended June 30, 2019, a decline of 0.5% from 43.0% for the comparable period in 2018.

Combined net loss was $26.1 million due to transaction activity in the quarter and amortization of intangibles. The Business Combination resulted in $24.7 million of discrete costs in the period.

Adjusted EBITDA declined 19.9% to $16.9 million in the three months ended June 30, 2019 from $21.1 million for the comparable period in 2018 driven by lower sales volumes and increased investment in the business.

Year-to-Date 2019 Highlights

Net sales on a combined basis were $122.7 million, a decline of 3.3% on a combined basis over the prior period

Pro forma net sales increased 2.6%, on a constant currency basis and adjusted for $2.6 million fair-value purchase accounting adjustment related to deferred revenue for user fees and packaging systems

Gross profit on a combined basis was $48.5 million, or 39.5% of sales

Pro forma gross profit margin of 42.5%, a decline of 0.8% over the prior period

Net loss on a combined basis for the period of $29.5 million, which included discrete costs of $25.0 million related to the Ranpak Business Combination, compared to a net loss of $4.9 million in the prior period

Adjusted EBITDA ³ of $36.3 million, a decline of $2.8 million or 7.2% compared to $39.2 million in the prior period

² Adjusted EBITDA is a non-GAAP financial measure. Please refer to “Presentation of Combined and Pro Forma Measures and Reconciliation of US GAAP to Non-GAAP Measures” in this press release for an explanation and reconciliations of this non-GAAP financial measure

³ Adjusted EBITDA is a non-GAAP financial measure. Please refer to “Presentation of Combined and Pro Forma Measures and Reconciliation of US GAAP to Non-GAAP Measures” in this press release for an explanation and reconciliations of this non-GAAP financial measure

Balance Sheet and Liquidity

Ranpak completed the second quarter of 2019 with a strong liquidity position, including a cash balance of $11.5 million and $0 drawn on its $45 million available Revolving Credit Facility.

As of June 30, 2019, the Company had First Lien Term Loan facilities outstanding consisting of $378.2 million dollar denominated term loan and €140 million euro-denominated first lien. The Company is focused on reducing leverage through organic growth and debt paydown to achieve its optimal long-term target leverage profile of 3.0x – 3.5x Net Debt / Adjusted EBITDA. Going forward we believe this leverage profile will enable us to create the most value for shareholders by putting us in a position to capitalize on our strategic growth initiatives while maintaining adequate flexibility to pursue accretive acquisition opportunities.

The following table presents Ranpak’s installed base of protective packaging systems by product line as of June 30, 2019 and 2018:

(in thousands)	As of June 30,		6/30/2019 vs. 6/30/2018
Protective Packaging Systems	2019	2018	Change	% Change
Cushioning machines	31.9	30.5	1.4	4.6
Void-fill machines	58.3	54.5	3.8	7.0
Wrapping machines	10.1	8.1	1.9	23.4
Total	100.2	93.1	7.1	7.6

Outlook for Remainder of 2019

The team remains committed to achieving its previously stated outlook of $95 million pro forma Adj. EBITDA, however, in light of performance in the second quarter we have updated our full year 2019 outlook. Our plan for the second half of 2019 includes various top line and cost savings initiatives, that we expect, upon execution, will provide us with the resources and operating leverage to achieve a range of $90 - $95 million pro forma adjusted EBITDA on a constant currency basis. ⁴

Conference Call Information

The conference call will be webcast live at https://www.investornetwork.com/event/presentation/52364 . Investors who cannot access the webcast may listen to the conference call live via telephone by dialing (844) 369-8770 (domestic) or (862) 298-0840 (international).

A telephonic replay of the webcast also will be available starting at 12:30 p.m. (ET) on Tuesday, August 13, 2019, and ending at 8:30 a.m. (ET) on Tuesday, August 20, 2019. To listen to the replay, please dial 877-481-4010 (domestic) or 919-882-2331 (international) and use the confirmation code 52364.

⁴ A reconciliation of Pro forma Adjusted EBITDA to U.S. GAAP net income cannot be provided because we are unable to forecast with reasonable certainty many of the items necessary to calculate such comparable GAAP measure, including asset impairments, integration related expenses, reorganizations and discontinued operations related expenses, legal settlement costs, as well as other unusual or non-recurring gains or losses. These items are uncertain, depend on various factors, and could be material to our results computed in accordance with U.S. GAAP. We believe the inherent uncertainties in reconciling a Non-GAAP measure for current or projected periods to the most comparable GAAP measure would make the forecasted comparable GAAP measure nearly impossible to predict with reasonable certainty and therefore inherently unreliable.

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)

	Successor			Predecessor
	June 3, 2019 through June 30, 2019			April 1, 2019 through June 2, 2019			January 1, 2019 through June 2, 2019			Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Net sales	$	16.3		$	40.3		$	106.4		$	65.2		$	126.8
Cost of sales	13.0			23.2			61.2			37.1			71.9
Selling, general and administrative	4.9			10.0			23.8			12.1			25.3
Transaction costs	0.3			7.0			7.4			0.2			0.2
Depreciation and amortization	3.0			7.1			17.7			10.6			21.6
Other operating expense, net	0.2			1.2			2.2			0.8			1.5
(Loss) income from operations	(5.1		)	(8.2		)	(5.9		)	4.4			6.3
Interest expense	8.0			12.1			20.2			7.8			14.9
Foreign currency gain	(0.8		)	(0.2		)	(2.2		)	(6.2		)	(3.3		)
(Loss) income before income taxes	(12.3		)	(20.1		)	(23.9		)	2.8			(5.3		)
Income tax (benefit) expense	(1.8		)	(4.3		)	(4.9		)	0.9			(0.4		)
Net (loss) income	(10.5		)	(15.8		)	(19.0		)	1.9			(4.9		)

Other comprehensive (loss) income:
Foreign currency translation adjustments	4.8			27.0			23.6			(8.8		)	(4.4		)
Comprehensive (loss) income	$	(5.7	)	$	11.2		$	4.6		$	(6.9	)	$	(9.3	)

Net (loss) income per share—basic and
diluted

Net (loss) income per share				$	(15,807.96	)	$	(19,195.40	)	$	1,859.17		$	(4,947.32	)

Weighted-average shares outstanding				995			995			995			995

Two-class method

Net loss per common stock, Class A and C-basic and diluted	$	(0.19	)

Weighted average number of Class A and C common stock outstanding, basic and diluted	53,868,925

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

	Successor			Predecessor
	June 30, 2019			December 31, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	11.5		$	17.5
Receivables, net	28.2			31.5
Inventories, net	14.1			11.8
Income tax receivable	3.0			3.4
Prepaid expenses and other current assets	2.8			4.1
Total current assets	59.6			68.3
Property, plant and equipment, net	107.0			73.0
Goodwill	464.1			355.7
Intangible assets, net	448.1			293.7
Other assets	3.6			2.0
Total Assets	$	1,082.4		$	792.7
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	11.2		$	12.3
Accrued liabilities and other	10.3			10.8
Current portion of long-term debt	—			4.4
Deferred machine fee revenue	2.7			0.3
Total current liabilities	24.2			27.8
Long-term debt	526.7			494.9
Deferred income taxes	112.9			69.8
Interest rate swap	5.0			—
Other liabilities	2.9			3.8
Total Liabilities	671.7			596.3
Commitments and contingencies — Note 7
Shareholders' Equity
Common Stock, $0.01 par; 1,000 shares authorized; 995 shares issued and outstanding at December 31, 2018	—			—
Class A common stock, $0.0001 par; 200,000,000 shares authorized, 47,357,632 issued and outstanding at June 30, 2019	—			—
Class C common stock, $0.0001 par value, 200,000,000 shares authorized, 6,511,293 issued and outstanding at June 30, 2019	—			—
Additional paid-in capital	428.3			291.4
Accumulated deficit	(22.4		)	(69.9		)
Treasury stock, zero shares, at June 30, 2019 and 5 shares, at cost, December 31, 2018	—			(1.5		)
Accumulated other comprehensive income (loss)	4.8			(23.6		)
Total Shareholders' Equity	410.7			196.4

Total Liabilities and Shareholders' Equity	$	1,082.4		$	792.7

See notes to unaudited condensed consolidated financial statements.

RANPAK HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

	Successor			Predecessor
	June 3, 2019 through June 30, 2019			January 1, 2019 through June 2, 2019			Six months ended June 30, 2018
Cash Flows from Operating Activities
Net loss	$	(10.5	)	$	(19.0	)	$	(4.9	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	4.7			26.6			32.2
Amortization of deferred financing costs	0.2			7.5			1.4
Loss on disposal of fixed assets	—			1.0			0.7
Deferred income taxes	(0.4		)	0.6			(2.4		)
Loss (gain) on derivative contract	5.4			—			(0.7		)
Currency gain on foreign denominated notes payable	(0.8		)	(2.4		)	(3.3		)
Restricted stock unit grants	0.2			—			—
Changes in operating assets and liabilities:
(Increase) decrease in receivables, net	(1.1		)	3.5			(1.5		)
Decrease (increase) in inventory	1.1			(1.3		)	0.1
(Increase) decrease in prepaid expenses and other assets	(0.3		)	2.7			0.6
Increase in other assets	(0.1		)	(1.3		)	(1.8		)
(Decrease) increase in accounts payable ⁽¹⁾	(25.8		)	(2.8		)	1.0
Increase (decrease) in accrued liabilities	0.9			7.1			(1.6		)
Increase (decrease) in other liabilities	1.9			2.3			(0.1		)
Net cash (used in) provided by operating activities	(24.6		)	24.5			19.7
Cash Flows from Investing Activities
Capital expenditures:
Converter equipment	(2.5		)	(9.9		)	(15.0		)
Other fixed assets	(0.2		)	(0.6		)	(0.1		)
Total capital expenditures	(2.7		)	(10.5		)	(15.1		)
Cash paid for acquisitions	(944.8		)	—			—
Patent and trademark expenditures	(0.1		)	(0.3		)	(0.3		)
Net cash used in investing activities	(947.6		)	(10.8		)	(15.4		)
Cash Flows from Financing Activities
Proceeds from issuance of term loans and credit facility	539.0			—			—
Proceeds from sale of common stock	302.4			—			—
Redemption of stock	(158.3		)	—			—
Financing costs of debt facilities	(12.6		)	—			—
Payments on term loans and credit facility	—			(13.3		)	(2.6		)
Payment of promissory note	(4.0		)	—			—
Net cash provided by (used in) financing activities	666.5			(13.3		)	(2.6		)
Effect of Exchange Rate Changes on Cash	7.4			(7.7		)	(0.1		)
Net Increase (Decrease) in Cash and Cash Equivalents	(298.3		)	(7.3		)	1.6
Cash and Cash Equivalents, beginning of period	309.8			17.5			8.6
Cash and Cash Equivalents, end of period	$	11.5		$	10.2		$	10.2

Includes $35.4 million in accrued transaction expenses related to the Business Combination with One Madison

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). However, we have also disclosed below EBITDA and adjusted EBITDA, which are non-GAAP financial measures. We have included EBITDA and adjusted EBITDA because they are key measures used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA and adjusted EBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. Accordingly, we believe that EBITDA and adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, EBITDA and adjusted EBITDA should not be viewed as substitutes for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and adjusted EBITDA do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

EBITDA and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•

adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

•

EBITDA and adjusted EBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;

•

adjusted EBITDA does not take into account any restructuring and integration costs; and

•

other companies, including companies in our industry, may calculate EBITDA and adjusted EBITDA differently, which reduces their usefulness as comparative measures.

EBITDA— EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.

Adjusted EBITDA— Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; expenses related to the Ranpak Business Combination and, in certain periods, certain other income and expense items.

We also believe that adjusting these non-GAAP measures for comparability between the Predecessor, Successor and Pro Forma periods is useful to the user of our financial statements

The unaudited non-GAAP pro forma results of operations data for the three and six month periods ended June 30, 2019 included in the discussion below are based on our historical financial statements, adjusted to remove the effect of costs incurred to consummate the Ranpak Business Combination, and for purchase accounting adjustments related to the Ranpak Business Combination as well as to reflect a constant currency presentation between periods for the convenience of readers. The pro forma results included herein have not been prepared in accordance with Article 11 of Regulation S-X.

Unless otherwise stated, all results compare pro forma second quarter and six-month 2019 results to second quarter and six-month 2018 results from continuing operations for the period end June 30, respectively. Year-over-year financial discussions present operating results from continuing operations as reported, on an organic basis and on a constant currency basis. Organic refers to changes in unit volume and price performance and excludes acquisition and divestiture activity and

the impact of currency translation. Constant currency refers to changes in unit volume, price performance and acquisition and divestiture activity and excludes the impact of currency translation. Additionally, non-U.S. GAAP adjusted financial measures, such as Pro forma net sales, Pro forma gross profit, Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA), Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization ("Adjusted EBITDA"), exclude the impact of specified items, such as transaction costs, fair value adjustments made as a result of a business combination and certain other infrequent or one-time items.

The following tables and related notes reconcile these Non-GAAP measures and the Pro Forma Measures to GAAP information for the three and six month periods ended June 30, 2019 and 2018:

		Successor			Predecessor											Pro forma					Predecessor					Pro forma
		June 3, 2019 through June 30, 2019			April 1, 2019 through June 2, 2019			Combined Three Months Ended June 30, 2019			Adj. ⁽⁸⁾					Three Months Ended June 30, 2019		% of net sales			Three Months Ended June 30, 2018		% of net sales			B/(W) to Predecessor Three Months Ended June 30, 2018
Net sales	$	16.3		$	40.3		$	56.6		$	3.3		(1	)	$	59.9				$	65.2				$	(5.3	)	(8.1	)%
Cost of sales		13.0			23.2			36.2			(1.7	)	(2	)		34.5		57.6			37.1		57.0			(2.6	)	(7.0	)
Gross Profit		3.3			17.1			20.4			5.1					25.4		42.5			28.1		43.0			(2.7	)	(9.6	)
Selling, general and administrative		4.9			10.0			14.8			(1.1	)	(3	)		13.7		22.9			12.1		18.5			(1.6	)	(13.3	)
Transaction costs		0.3			7.0			7.3			(7.3	)	(3	)		—		—			0.2		0.3			0.2		94.4
Depreciation and amortization		3.0			7.1			10.1			(0.4	)	(4	)		9.6		16.1			10.6		16.3			1.0		9.4
Other operating expense, net		0.2			1.2			1.3			0.1					1.4		2.3			0.8		1.3			(0.6	)	(72.4	)
Income (loss) from operations		(5.1	)		(8.2	)		(13.1	)		13.8					0.7		1.2			4.4		6.7			(3.7	)	(84.1	)
Interest expense		8.0			12.1			20.1			(11.6	)	(5	)		8.5		14.2			7.8		11.9			(0.7	)	(9.0	)
Foreign currency (gain) loss		(0.8	)		(0.2	)		(1.1	)		—					(1.1	)	(1.8	)		(6.2	)	(9.5	)		(5.1	)	82.2
(Loss) Income before income taxes		(12.3	)		(20.1	)		(32.2	)		25.4					(6.7	)	(11.2	)		2.8		4.3			(9.5	)	(339.3	)
Income tax (benefit) expense		(1.8	)		(4.3	)		(6.1	)		5.7		(6	)		(0.4	)	(0.7	)		0.9		1.4			(1.3	)	(144.3	)
Net (loss) income	$	(10.5	)	$	(15.8	)	$	(26.1	)	$	31.1					(6.3	)	(10.5	)		1.9		2.9			(8.2	)	(431.6	)

Add:
Depreciation and amortization																14.8					15.9					(1.2	)	(7.3	)
Interest expense																8.5					7.8					0.7		9.0
Income tax (benefit) expense																(0.4	)				0.9					(1.3	)	(144.4	)
EBITDA																16.6					26.5					(10.0	)	(37.7	)

Adjustments ⁽⁷⁾ :
Unrealized (gain) loss translation																(1.1	)				(6.3	)				5.2		(83.1	)
Initiatives																0.2					0.5					(0.4	)	(68.2	)
PE monitoring fees																0.5					0.5					—		—
(Gain) loss on disposal of machines																0.8					0.4					0.4		94.9
Acquisition costs																—					0.2					(0.2	)	(94.4	)
Severance																—					0.3					(0.3	)	(99.5	)
Constant currency																—					(0.4	)				0.4		(112.2	)
Public company costs																(0.5	)				(0.8	)				0.3		(38.3	)
Other																0.4					0.1					0.3		555.1
Adjusted EBITDA															$	16.9				$	21.1				$	(4.2	)	(19.9	)%

		Successor			Predecessor											Pro forma					Predecessor					Pro forma
		June 3, 2019 through June 30, 2019			January 1, 2019 through June 2, 2019			Combined Six Months Ended June 30, 2019			Adj. ⁽⁸⁾					Six Months Ended June 30, 2019		% of net sales			Six Months Ended June 30, 2018		% of net sales			B/(W) to Predecessor Six Months Ended June 30, 2018
Net sales	$	16.3		$	106.4		$	122.7		$	3.8		(1	)	$	126.5				$	126.8				$	(0.3	)	(0.2	)
Cost of sales		13.0			61.2			74.2			(1.5	)	(2	)		72.7		57.5			71.9		56.7			(0.8	)	(1.1	)
Gross Profit		3.3			45.2			48.5			5.3					53.8		42.5			54.9		43.3			(1.1	)	(2.0	)
Selling, general and administrative		4.9			23.8			28.7			(1.7	)	(3	)		26.9		21.3			25.3		19.9			(1.7	)	(6.6	)
Transaction costs		0.3			7.4			7.7			(7.7	)	(3	)		—		—			0.2		0.2			0.2		94.0
Depreciation and amortization		3.0			17.7			20.7			(0.4	)	(4	)		20.4		16.1			21.6		17.0			1.2		5.6
Other operating expense, net		0.2			2.2			2.4			0.2					2.6		2.1			1.5		1.2			(1.1	)	(71.4	)
Income (loss) from operations		(5.1	)		(5.9	)		(11.0	)		15.0					3.9		3.1			6.3		5.0			(2.5	)	(39.7	)
Interest expense		8.0			20.2			28.2			(11.6	)	(5	)		16.6		13.1			14.9		11.7			(1.7	)	(11.4	)
Foreign currency (gain) loss		(0.8	)		(2.2	)		(3.0	)		—					(3.0	)	(2.4	)		(3.3	)	(2.6			(0.3	)	9.2
Loss before income taxes		(12.2	)		(24.0	)		(36.2	)		26.6					(9.7	)	(7.7	)		(5.3	)	(4.2			(4.5	)	(84.9	)
Income tax (benefit) expense		(1.8	)		(4.9	)		(6.7	)		5.3		(6	)		(1.4	)	(1.1	)		(0.4	)	(0.3			(1.0	)	244.1
Net (loss) income	$	(10.5	)	$	(19.1	)	$	(29.5	)	$	21.3				$	(8.3	)	(6.6	)	$	(4.9	)	(3.9	)	$	(3.5	)	(71.4	)

Add:
Depreciation and amortization																31.0					32.2					(1.2	)	(3.7	)
Interest expense																16.6					14.9					1.7		11.4
Income tax benefit																(1.4	)				(0.4	)				(1.0	)	250.0
EBITDA															$	37.9					$41.8				$	(4.0	)	(9.6	)

Adjustments ⁽⁷⁾ :
Unrealized (gain) loss translation																(3.2	)				(3.3	)				0.1		(3.1	)
Initiatives																0.3					1.2					(0.9	)	(77.2	)
PE monitoring fees																1.0					0.9					0.1		11.4
(Gain) loss on disposal of machines																1.0					0.7					0.3		41.8
Acquisition costs																—					0.2					(0.2	)	(94.4	)
Severance																—					0.3					(0.3	)	(99.5	)
Public company costs																(1.2	)				(1.5	)				0.3		(22.8	)
Constant currency																—					(1.1	)				1.1		(103.2	)
E3neo revenue change																—					(0.1	)				0.1		(82.0	)
Other																0.6					$0.1					0.5		833.3
Adjusted EBITDA															$	36.3					$39.2				$	(2.8	)	(7.2	)

⁽¹⁾ Adjust for fair-value adjustment related to deferred revenue recorded under ASC 805 in the Successor Period

⁽²⁾ Adjust for fair-value adjustment related to inventory step-up recorded under ASC 805 in the Successor Period

⁽³⁾ Adjust effect of amortization of non-cash restricted stock units recorded in Successor Period ($0.2 million), acquisition costs recorded in the Successor Periods under ASC 805 ($7.3 million from June 3, 2019 through June 30, 2019 and $7.7 million from January 1, 2019 through June 30, 2019) and non-recurring severance costs of $0.7 million and $0.4 million in the second quarter and six month period of 2019, respectively.

⁽⁴⁾ Adjust for incremental depreciation and amortization recorded due to fair-value adjustments under ASC 805 in the Successor Period

⁽⁵⁾ Adjust for effect of the fair value interest rate swap ($5.4 million) entered into as part of the Ranpak Business Combination and the write-off of deferred financing fees associated with Predecessor company debt repaid as part of the Ranpak business Combination ($6.3 million)

⁽⁶⁾ Adjust tax provision at 21.0% corporate rate for items adjusted above

⁽⁷⁾ Adjustments are related to Predecessor non-recurring costs such as: unrealized non-cash (gains) losses on translation of the Predecessor debt, initiatives related geographic sales expansion, private equity monitoring fees, non-cash (gain) loss on the disposal of machines, acquisition costs, severance and a revenue recognition adjustment related to e3Neo acquisition. Certain costs related to being a public company, such as additional staff, legal and accounting costs that were not included in the Predecessor are also included in Adjusted EBITDA.

⁽⁸⁾ Effect of Euro constant currency adjustment to a rate of $1.00 US Dollar to €1.15 as follows:

	Combined Three Months Ended June 30, 2019			Three Months Ended June 30, 2018			Combined Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Net sales	$	0.7		$	(1.1	)	$	1.6		$	(3.2	)
Cost of sales	0.4			(0.6		)	0.9			(1.8		)
Gross Profit	0.3			(0.5		)	0.7			(1.4		)
Selling, general and administrative	0.2			(0.3		)	0.4			(0.8		)
Transaction costs	—			—			—			—
Depreciation and amortization	0.1			(0.2		)	0.2			(0.4		)
Other operating expense, net	0.1			(0.1		)	0.2			(0.4		)
Income (loss) from operations	—			0.1			—			0.2
Interest expense	—			—			—			(0.1		)
Foreign currency (gain) loss	—			—			—			—
Loss before income taxes	(0.1		)	0.1			(0.1		)	0.3
Income tax (benefit) expense	—			—			—			0.1
Net (loss) income	$	(0.1	)	0.1			$	(0.1	)	$	0.2

EXHIBIT 99.2

Ranpak Announces Executive Chairman Omar Asali
Will Expand His Role to Include Chief Executive Officer

CONCORD TOWNSHIP, Ohio, August 13, 2019 – Ranpak Holdings Corp. (NYSE: PACK, PACK.WS) (“Ranpak”), a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains, today announced that Executive Chairman Omar Asali has agreed to expand his role at Ranpak and become Chief Executive Officer (“CEO”) effective immediately. As CEO, Mr. Asali will focus on accelerating growth and profitability for Ranpak. He will replace J. Mark Borseth as CEO.

Mr. Asali said, “Ranpak is at an exciting point in its history. As a leader in environmentally sustainable product protection systems, Ranpak is poised to take advantage of global e-Commerce trends and increased awareness of the importance of sustainability. I am excited to join this talented team as Chief Executive Officer, as we continue to identify opportunities to grow Ranpak’s business. As CEO, I am committed to capitalizing on Ranpak’s incredible potential, pursuing high levels of sustainable, profitable growth, and thereby maximizing value for Ranpak’s shareholders. Lastly,” Mr. Asali continued, “I want to thank Mark for his leadership of Ranpak during such an important period for the Company and I wish him all the best in his future endeavors."

Previously, Mr. Asali was the Chairman and CEO of One Madison Corporation, a special purpose acquisition company that acquired Ranpak. Prior to that, Mr. Asali served as Chief Executive Officer, President and a member of the Board of Directors of HRG Group (NYSE: SPB). He was also the Vice Chairman and member of the Nominating and Corporate Governance Committee of Spectrum Brands Holdings (NYSE: SPB) and a member of the Board of Directors and Chairman of the Compensation Committee and Nominating and Corporate Governance Committee of Fidelity & Guaranty Life (NYSE: FGL).

About Ranpak

Founded in 1972, Ranpak's goal was to create the first environmentally responsible system to 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 550 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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that are not historical facts, including statements about the parties, perspectives and expectations, are forward-looking statements. In addition, any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release may include, for example, statements about: our expectations around the performance of the business; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business; our public securities’ potential liquidity and trading; the lack of a market for our securities.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to: (1) our inability to secure a sufficient supply of paper to meet our production requirements; (2) the impact of the price of kraft paper on our results of operations; (3) our reliance on third party suppliers; (4) the high degree of competition in the markets in which we operate; (5) consumer sensitivity to increases in the prices of our products; (6) changes in consumer preferences with respect to paper products generally; (7) continued consolidation in the markets in which we operate; (8) the loss of significant end-users of our products or a large group of such end-users; (9) our failure develop new products that meet our sales or margin expectations; (10) our future operating results fluctuating, failing to match performance or to meet expectations; (11) our ability to fulfill our public company obligations; and (12) other risks and uncertainties indicated from time to time in filings made with the SEC. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

Contacts

Investors:
IR@Ranpak.com

Media:
Sard Verbinnen & Co.
David Millar/Julie Casale
212-687-8080