One Madison Corp to acquire Ranpak from Rhône Capital

One Madison Corporation, a blank check company, has agreed to acquire Ranpak Corporation from Rhône Capital for about $950 million in cash. Once the deal closes, which is expected to be in the spring of 2019, OMAD will be renamed and continue to list on the New York Stock Exchange but under a different ticker symbol. Citi acted as financial adviser to OMAD while Goldman Sachs did likewise for Rhône Capital and Ranpak. Based in Concord Township, Ohio, Ranpak is a provider of fiber-based, environmentally sustainable protective packaging solutions. OMAD’s backers include JS Capital, Soros Capital and Blackstone Alternative Solutions L.L.C.

PRESS RELEASE

NEW YORK–(BUSINESS WIRE)–One Madison Corporation (“OMAD”) (NYSE: OMAD, OMAD.U, OMAD.WS), a special purpose acquisition company, today announced that it has signed a definitive agreement with affiliates of Rhône Capital (“Rhône Capital”) pursuant to which OMAD will combine with Ranpak Corporation (“Ranpak” or the “Company”). This transaction will introduce Ranpak as a publicly listed company with an anticipated enterprise value of approximately $1,089 million1. Upon the closing of the transaction, OMAD will be renamed and will remain NYSE-listed under a new ticker symbol.

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. Through this platform, Ranpak sells value-added 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 reliability and high-quality offerings have resulted in strong customer relationships with revenue from recurring customers and customer retention rates both in excess of 90% over the past five years.

Ranpak has a demonstrated track record of long-term growth and stability. The Company achieved a consistent average annual revenue growth rate of greater than 7% over the past five- and 15-year periods (adjusted for constant currency)2, while maintaining attractive Adjusted EBITDA margins of greater than 30%. The Company’s asset-light operating model supports robust free cash flow conversion3 of over 80% of Adjusted EBITDA for the past three years and benefits from a short payback period of approximately 15 months on machine investment. Ranpak expects to continue this strong performance by targeting revenue growth of 8% in 2019 and Adjusted EBITDA of $95mm (resulting in a 33% Adjusted EBITDA margin). Additionally, Ranpak’s business model has proven resilient in downturns, with the Company delivering increasing free cash flow (net of total capex) from 2008 to 2009 while maintaining consistent Adjusted EBITDA.

Ranpak is well-positioned to maintain its organic growth momentum from global expansion in e-Commerce and the increasing focus on environmentally sustainable solutions by both distributors and end-users. Approximately one-third of Ranpak’s sales are derived from e-Commerce, a market that has expanded at more than a 20% compound annual growth rate in recent years. The Company’s proprietary solutions and 100%-natural consumable product offering provide customers with a clear value proposition in supply chain management and product protection.

“Sustainability is real and here to stay. Customers and consumers demand eco-friendly solutions for product protection in both traditional supply chains and e-Commerce,” said Omar Asali, Chairman and Chief Executive Officer of One Madison Group. “We launched One Madison Corporation less than a year ago to acquire a business that met several criteria: a strong brand with leading market share, a history of innovation, a scalable platform with organic and strategic growth potential, and strong free cash flow generation. Ranpak meets and exceeds these criteria with a large and expanding addressable market, compelling growth opportunities, and proven financial performance. Ranpak has a tremendous opportunity to capitalize on trends including increased environmental awareness and global growth in e-Commerce. We applaud Ranpak’s management and employees on the business they have built and look forward to working together with them to take Ranpak to the next level.”

Following the transaction, the One Madison team will work closely with Ranpak to identify growth opportunities, deliver its global network of industrial and consumer relationships, and provide access to One Madison’s dedicated and experienced M&A team to assist in sourcing and executing acquisitions. Furthermore, this transaction will provide additional financial resources to execute Ranpak’s growth plans, including innovation, geographic expansion and product line extension.

“We are pleased to welcome One Madison as our new long-term strategic owner,” said Mark Borseth, President and CEO of Ranpak. “Omar and his team embrace our products and business strategy and the importance of continuing to lead in environmental sustainability, particularly in e-Commerce. We look forward to working closely with the One Madison team to combine their capital allocation expertise and deal-making acumen with our unique asset-light distribution model, track record of innovation, and industry-leading position to expand our customer base, product offering, and geographic reach.”

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. OMAD’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.

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. The transaction’s cash proceeds are fully backstopped via the committed new debt financing.

Post transaction, Omar Asali will serve as Executive Chairman of Ranpak and Mark Borseth will continue to serve as President and CEO.

The transaction has been approved by the Boards of Directors of OMAD and Rhône Capital, and is expected to close in spring 2019, subject to approval by OMAD shareholders as well as regulatory approvals and other customary closing conditions.

Advisors and Financing Providers
Citi acted as financial advisor to OMAD and 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 and 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.

Investor Call and Webcast Details
Investors may listen to a conference call regarding the proposed transaction at 10:00 AM EST today, December 13, 2018. The call may be accessed by dialing (866) 547-1509 toll-free in the U.S. or (920) 663-6208 internationally and participants should provide Conference ID number 6778435. An investor presentation discussed on the call is available on OMAD’s website at http://www.onemadisoncorp.com/corporate-governance–investor-relations.html
A webcast of the call can be accessed at https://event.on24.com/wcc/r/1900228-1/311F201D07FFAFBD0997F74B81EE4EE7.

The call will be available for replay at 1:00 PM EST today until midnight on December 27, 2018 by dialing (800) 585-8367 toll-free in the U.S. or (404) 537-3406 internationally. The webcast will be archived and available for viewing for 90 days beginning at 12:00 PM EST today at https://event.on24.com/wcc/r/1900228-1/311F201D07FFAFBD0997F74B81EE4EE7.

About One Madison Corporation
OMAD is a special purpose acquisition company launched in 2018 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. OMAD began trading on NYSE in January 2018 and its Class A ordinary shares, units and warrants trade under the ticker symbols OMAD, OMAD.U, and OMAD.WS, respectively. OMAD is sponsored by One Madison Group LLC, an investment firm founded by Omar Asali, formerly President and Chief Executive Officer of HRG Group. 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.

About Ranpak
Founded in 1972, Ranpak’s goal was to create the first environmentally responsible system to effectively 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.

About Rhône
With over 20 years of investing experience, Rhône Capital and its affiliates (“Rhône”) comprise a global alternative investment management firm with more than $5 billion in assets under management. The firm focuses its private equity investments in market leading businesses with a pan-European or transatlantic presence and global growth opportunities. Rhône Capital, which is currently investing capital from its fifth private equity fund, has invested in a diversified portfolio of companies, including those in the chemical, consumer product, food, packaging, industrials, specialty material, business services, and transportation sectors.