S-4/A 1 fs42019a1_onemadison.htm AMENDMENT NO. 1 TO FORM S-4

As filed with the Securities and Exchange Commission on April 8, 2019

Registration No. 333-230030

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

 

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

  

 

 

One Madison Corporation

(Exact Name of Registrant as Specified in Its Charter)

  

 

  

Cayman Islands   6770   N/A
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

3 East 28th Street, 8th Floor, New York, NY 10016

(212) 763-0930

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

 

David Murgio

Secretary

One Madison Corporation

3 East 28th Street, 8th Floor, New York, NY 10016

(212) 763-0930

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

with a copy to

 

John B. Meade

Lee Hochbaum

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

  

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and all other conditions to the business combination described in the enclosed Proxy Statement/Prospectus have been satisfied or waived.

 

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

  

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

  

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    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 7(a)(2)(B) of the Securities Act.  ☐

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

  

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title Of Each Class Of Securities To Be Registered   Amount
To Be
Registered(1)
    Proposed
Maximum
Offering Price
Per Unit
    Proposed
Maximum
Aggregate
Offering Price
    Amount Of
Registration Fee
 
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one Warrant(2)     8,425,565     $ 10.51 (3)   $ 88,552,688.15 (3)   $ 10,732.59  
Class A common stock(4)(5)     8,425,565                   (6)
Warrants(7)     4,212,783                   (6)
Class A common stock(5)(8)     32,824,435     $ 10.16 (9)   $ 333,496,259.60 (9)   $ 40,419.75  
Warrants(10)     10,787,218     $ 0.93 (11)   $ 10,032,112.74 (11)   $ 1,215.89  
Class B common stock(12)     11,250,000                   (6)
Class C common stock(13)     11,250,000                   (6)
Total                   $ 432,081,060.49     $ 52,368.22 (14)

 

(1)One Madison Corporation, a Cayman Islands exempted company (“One Madison”), intends to effect a deregistration under the Cayman Islands Companies Law (2018 Revision) (“Cayman Islands Companies Law”) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which One Madison’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “domestication”). All securities being registered will be issued by One Madison Corporation (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the domestication (referred to upon the domestication as “One Madison Delaware”).

 

(2)The number of units of One Madison Delaware being registered represents the number of units of One Madison that were sold by One Madison pursuant to the Registration Statement on Form S-1 (File No. 333-220956) in connection with its initial public offering, less the number of units that have been separated, upon the request of the holder thereof, into the underlying public shares (as defined below) and the underlying public warrants (as defined below) as of the date of the initial filing of this registration statement. The units will automatically convert by operation of law on a one-for-one basis into units of One Madison Delaware in connection with the domestication (the “units”).

 

(3)Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the units of One Madison on The New York Stock Exchange on February 26, 2019 ($10.51 per unit), in accordance with Rule 457(f)(1).

 

(4)The number of shares of Class A common stock of One Madison Delaware being registered represents the number of public shares that, as of the date of the initial filing of this registration statement, remain included in the units. See (2) above.

 

(5)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

 

(6)Pursuant to Rule 457(g), no additional registration fee is payable.

 

(7)The number of warrants to acquire Class A common stock being registered represents the number of public warrants that, as of the date of the initial filing of this registration statement, remain included in the units. See (2) above.

  

 

 

 

(8)The number of shares of Class A common stock of One Madison Delaware being registered represents (i) the number of Class A ordinary shares of One Madison that were sold as part of the units in One Madison’s initial public offering (the “public shares”), (ii) less the number of public shares that remain included in the units (see (2) above) as of the date of the initial filing of this registration statement, all of which public shares will automatically convert by operation of law on a one-for-one basis into shares of Class A common stock of One Madison Delaware in connection with the domestication (iii) plus 11,250,000 shares of Class A common stock representing the aggregate number of Class B ordinary shares of One Madison that will automatically convert on a one-for-one basis into shares of Class B common stock of One Madison Delaware in connection with the domestication and subsequently, in connection with the closing of the acquisition (the “closing”) of Rack Holdings Inc., a Delaware corporation, convert into shares of Class A common stock of One Madison Delaware or, at the election of the holder, into shares of Class C common stock of One Madison Delaware (such election, a “Class C election”) which shares of Class C common stock will subsequently be convertible, at the election of the holder, into shares of Class A common stock pursuant to the terms of the proposed organizational documents of One Madison Delaware.

 

(9)Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of One Madison on The New York Stock Exchange on February 26, 2019 ($10.16 per ordinary share), in accordance with Rule 457(f)(1).

 

(10)The number of warrants being registered represents the number of warrants to acquire Class A ordinary shares of One Madison that were sold as part of the units by One Madison in its initial public offering (the “public warrants”) less the public warrants that remain included in the units. The public warrants will automatically convert by operation of law on a one-for-one basis into warrants to acquire Class A common stock in connection with the domestication.

 

(11)Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the warrants of One Madison on The New York Stock Exchange on February 26, 2019 ($1.93 per warrant), in accordance with Rule 457(f)(1).

 

(12)The number of shares of Class B common stock of One Madison Delaware being registered represents 11,250,000 Class B ordinary shares of One Madison that will automatically convert on a one-for-one basis into shares of Class B common stock of One Madison Delaware in connection with the domestication.

 

(13)The number of shares of Class C common stock of One Madison Delaware being registered represents 11,250,000 shares of Class C common stock of One Madison Delaware that may be issued to holders of Class B common stock pursuant to a Class C election following the domestication and the closing. See (8) above.
   
  (14) Registration fee previously calculated in respect of the registration statement filed with the SEC on March 1, 2019 and previously paid. No further registration fee is due. There has been no increase in the securities being registered pursuant to this registration statement since the date that this registration statement was first filed with the SEC.

  

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

  

 

 

 

 

 

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This preliminary proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 8, 2019

 

 

  

PROXY STATEMENT/PROSPECTUS FOR EXTRAORDINARY GENERAL MEETING IN LIEU OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ONE MADISON CORPORATION

  

 

 

PROXY STATEMENT/PROSPECTUS FOR 8,425,565 UNITS (EACH UNIT COMPRISED OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK), 32,824,435 SHARES OF CLASS A COMMON STOCK, 11,250,000 SHARES OF CLASS B COMMON STOCK, 11,250,000 SHARES OF CLASS C COMMON STOCK AND 10,787,218 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK OR CLASS C COMMON STOCK, IN EACH CASE, OF ONE MADISON CORPORATION AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED “RANPAK HOLDINGS CORP.” IN CONNECTION WITH THE BUSINESS COMBINATION)

 

The board of directors of One Madison Corporation, a Cayman Islands exempted company (“One Madison,” “we,” “our” or “us”), has unanimously approved the stock purchase agreement, dated as of December 12, 2018 (as amended or modified from time to time, the “stock purchase agreement”), by and among One Madison, Rack Holdings L.P., a Delaware limited partnership (“Seller”), and Rack Holdings Inc., a Delaware corporation (“Rack Holdings”), pursuant to which One Madison will acquire all of the issued and outstanding equity interests of Rack Holdings from Seller, on the terms and subject to the conditions set forth therein (the transactions contemplated by the stock purchase agreement, the “business combination”).

 

As described in this proxy statement/prospectus, One Madison’s shareholders are being asked to consider and vote upon (among other things) the business combination and the change of One Madison’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the “domestication” and One Madison post-domestication, “One Madison Delaware”). Assuming the domestication proposal is approved, the domestication is expected to be effectuated one calendar day prior to the closing of the business combination (the “closing”). The continuing entity following the domestication will be named “Ranpak Holdings Corp.”

 

Subject to the terms and conditions set forth in the stock purchase agreement, One Madison has agreed to pay to Seller at the closing $950,000,000 in cash in consideration for the acquisition of all of the issued and outstanding equity interests of Rack Holdings, which amount will be (i) adjusted by the difference between the net working capital of Rack Holdings and its subsidiaries as of the closing as measured against a working capital target amount of $22,000,000 (which could be a downward or upward adjustment), (ii) increased by the amount of cash of Rack Holdings and its subsidiaries as of the closing and (iii) reduced by the amount of debt and unpaid transaction expenses of Rack Holdings and its subsidiaries as of the closing.

 

Financing for the business combination and for related transaction expenses will consist of (i) $300,000,000 of proceeds from One Madison’s initial public offering (the “IPO”) and certain related transactions on deposit in the trust account (plus any interest income accrued thereon since the IPO), net of any redemptions of One Madison’s ordinary shares in connection with the shareholder vote to be held at the extraordinary general meeting in lieu of annual general meeting of One Madison shareholders (the “general meeting”), (ii) $150,000,000 of proceeds from the purchase by certain accredited investors (the “anchor investors”), pursuant to forward purchase agreements entered into prior to One Madison’s initial public offering (the “forward purchase agreements”), of an aggregate of 15,000,000 Class A ordinary shares, par value $0.0001 per share, of One Madison (“Class A ordinary shares”) or Class C ordinary shares, par value $0.0001 per share, of One Madison (“Class C ordinary shares”), plus an aggregate of 5,000,000 redeemable warrants to purchase Class A ordinary shares or Class C ordinary shares at $11.50 per share, for a purchase price of $10.00 per Class A ordinary share or Class C ordinary share in a private placement to close concurrently with the closing, (iii) $142,000,000 of proceeds from the purchase by certain accredited investors (which includes certain of the anchor investors), pursuant to subscription agreements entered into in connection with the entry into the stock purchase agreement (the “subscription agreements”), of an aggregate of 14,200,000 Class A ordinary shares or Class C ordinary shares for a purchase price of $10.00 per Class A ordinary share or Class C ordinary share in a private placement to close concurrently with the closing, and (iv) up to $489,175,000 of dollar-denominated senior secured term loan credit facilities and €140,000,000 of a euro-denominated senior secured term loan credit facility, in each case provided by Goldman Sachs Merchant Banking Division, each as described more fully in this proxy statement/prospectus.

  

 

 

 

Upon the domestication, each of One Madison’s currently issued and outstanding Class A ordinary shares, Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” or the “founder shares”), and Class C ordinary shares will automatically convert by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of One Madison Delaware (“Class A common stock”), shares of Class B common stock, par value $0.0001 per share, of One Madison Delaware (“Class B common stock”), and shares of Class C common stock, par value $0.0001 per share, of One Madison Delaware (“Class C common stock”), respectively. Similarly, all of One Madison’s outstanding warrants will become warrants to acquire the shares of Class A common stock or Class C common stock, as applicable, and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, all of One Madison’s outstanding units will become units of One Madison Delaware as a result of the domestication and, in connection with the closing, each outstanding unit of One Madison Delaware (each of which will consist of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock) will be separated into its component common stock and warrants. In connection with the closing, each currently issued and outstanding share of Class B common stock will automatically convert into shares of Class A common stock or Class C common stock, at the election of the holder.

 

This proxy statement/prospectus covers the following securities of One Madison Delaware to be issued in the domestication: (i) 8,425,565 units (each unit including one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock), representing the units that were registered in the IPO less those that have been separated into their underlying public shares and underlying public warrants, (ii) 32,824,435 shares of Class A common stock, representing our currently issued and outstanding Class A ordinary shares less the number of public shares that remain part of the aforementioned units plus 11,250,000 shares of Class A common stock, representing the aggregate number of Class B ordinary shares of One Madison that will automatically convert on a one-for-one basis into shares of Class B common stock in connection with the domestication and subsequently, in connection with the closing, convert into shares of Class A common stock, or at the election of the holder, into shares of Class C common stock (such election, a “Class C election”) which shares of Class C common stock will subsequently be convertible, at the election of the holder, into shares of Class A common stock pursuant to the terms of the proposed organizational documents of One Madison Delaware, (iii) 11,250,000 shares of Class B common stock representing 11,250,000 Class B ordinary shares of One Madison that will automatically convert on a one-for-one basis into shares of Class B common stock of One Madison Delaware in connection with the domestication, (iv) 11,250,000 shares of Class C common stock that may be issued to holders of Class B common stock pursuant to a Class C election following the domestication and the closing and (v) 10,787,218 warrants to acquire shares of Class A common stock, representing our currently issued and outstanding warrants less the number of public warrants that remain part of the aforementioned units.

 

Our units, Class A ordinary shares originally sold as part of the units, and warrants originally sold as part of the units are currently listed on The New York Stock Exchange (the “NYSE”) under the symbols “OMAD.U”, “OMAD” and “OMAD.WS”, respectively. The Class A ordinary shares and warrants comprising the units began separately trading on February 26, 2018. Upon the closing, we intend to apply to continue the listing of our Class A common stock and warrants on the NYSE under the symbols “PACK” and “PACK.WS,” respectively. Our units will not be traded following the closing.

 

This proxy statement/prospectus provides you with detailed information about the business combination. domestication and other matters to be considered at the general meeting. We urge you to read the accompanying proxy statement/prospectus and the documents incorporated therein by reference carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 51 of the proxy statement/prospectus.

 

Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of either of the stock purchase agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

This proxy statement/prospectus is dated          , 2019, and is first being mailed to One Madison shareholders on or about          , 2019.

  

 

 

  

 

A Cayman Islands Exempted Company

(Company Number 324775)

3 East 28th Street, 8th Floor

New York, NY 10016

  

NOTICE OF EXTRAORDINARY GENERAL MEETING IN LIEU OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ONE MADISON CORPORATION

 

To Be Held On          , 2019

 

To the Shareholders of One Madison Corporation:

 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of annual general meeting (the “general meeting”) of One Madison Corporation, a Cayman Islands exempted company (“One Madison,” “we,” “our” or “us”), will be held on          , 2019, at          (local time), at          for the following purposes:

 

1.The Business Combination Proposal – To consider and vote upon a proposal to approve the transactions contemplated by the stock purchase agreement, dated as of December 12, 2018 (as amended or modified from time to time, the “stock purchase agreement”), by and among One Madison, Rack Holdings L.P., a Delaware limited partnership (“Seller”), and Rack Holdings Inc., a Delaware corporation (“Rack Holdings”), the owner of all of the issued and outstanding equity interests of Ranpak Corp. (“Ranpak”), pursuant to which One Madison will acquire all of the issued and outstanding equity interests of Rack Holdings from Seller, on the terms and subject to the conditions set forth therein (the “business combination” and such proposal, the “Business Combination Proposal”). A copy of the stock purchase agreement is attached to the accompanying proxy statement/prospectus as Annex A.

 

2.The NYSE Proposal – To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The New York Stock Exchange (the “NYSE”), the issuance by One Madison of Class A ordinary shares, par value $0.0001 per share, and Class C ordinary shares, par value $0.0001 per share, to certain accredited investors, including certain directors, officers and substantial security holders of One Madison, in each case in a private placement, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes (the “NYSE Proposal”).

 

3.The Domestication Proposal – To consider and vote upon a proposal to approve by special resolution the change of One Madison’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the “domestication” and such proposal, the “Domestication Proposal”).

 

4.The Organizational Documents Proposals – Assuming the Domestication Proposal is approved, to consider and vote upon seven separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution the following material differences between the current amended and restated memorandum and articles of association of One Madison (the “existing organizational documents”) and the proposed new certificate of incorporation (the “proposed charter”) and bylaws (the “proposed bylaws,” and, together with the proposed charter, the “proposed organizational documents”) of One Madison Delaware (the post-domestication entity, assuming approval of the Domestication Proposal, “One Madison Delaware”):

 

a.to approve (i) the change of our name from “One Madison Corporation” to “Ranpak Holdings Corp.”, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) upon the closing of the business combination (the “closing”), making One Madison’s corporate existence perpetual and (iv) upon the closing, providing for the ineffectiveness of certain provisions in our existing organizational documents relating to our status as a blank check company that will no longer be applicable to us following the closing (“Organizational Documents Proposal A”);

  

 

 

 

b.to approve provisions providing that One Madison’s board of directors will be divided into three classes following the business combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year (“Organizational Documents Proposal B”);

 

c.to approve provisions providing that the directors of One Madison may only be removed for cause (“Organizational Documents Proposal C”);

 

d.to approve advance notice procedures with regard to the nomination by shareholders of candidates for election as directors (“Organizational Documents Proposal D”);

 

e.to approve provisions removing the ability of shareholders to call a special meeting of shareholders (“Organizational Documents Proposal E”);

 

f.to approve provisions removing the ability of shareholders to act by written consent in lieu of a meeting (“Organizational Documents Proposal F”); and

 

g.to approve the amendment and restatement of the existing organizational documents by the deletion of the existing organizational documents in their entirety and the substitution of the proposed organizational documents in their place to (among other matters) reflect the changes effected by Organizational Documents Proposals A through F (“Organizational Documents Proposal G” and together with Organizational Documents Proposal A, Organizational Documents Proposal B, Organizational Documents Proposal C, Organizational Documents Proposal D, Organizational Documents Proposal E and Organizational Documents Proposal F, the “Organizational Documents Proposals”);

 

5.The Director Election Proposal – For the holders of Class B ordinary shares to consider and vote upon a proposal to (i) re-elect our current directors, Omar Asali, Michael Jones, Thomas Corley and Robert King and (ii) elect Steve Kovach, Salil Seshadri, Michael Gliedman and Alicia Tranen, in each case, to serve as directors until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal (the “Director Election Proposal”);

 

6.The Incentive Plan Proposal – To consider and vote upon a proposal to approve the One Madison Corporation 2019 Omnibus Incentive Plan (the “Incentive Plan Proposal”); and

 

7.The Adjournment Proposal – To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the NYSE Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the NYSE Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Incentive Plan Proposal, the “Proposals”).

 

Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which we urge each One Madison shareholder to review carefully.

 

Only holders of record of One Madison’s Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares) and Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”) at the close of business on          , 2019 are entitled to notice of and to vote and have their votes counted at the general meeting and any adjournment of the general meeting.

 

We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the general meeting and at any adjournment of the general meeting. Whether or not you plan to attend the general meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

  

 

 

 

After careful consideration, One Madison’s board of directors has determined that each of the Proposals is in the best interests of One Madison and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the Proposals.

 

The existence of financial and personal interests of One Madison’s directors may result in a conflict of interest on the part of one or more of the directors between what she, he or they may believe is in the best interests of One Madison and its shareholders and what she, he or they may believe is best for herself, himself or themselves in determining to recommend that shareholders vote for the Proposals. See the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination” in the proxy statement/prospectus for a further discussion.

 

Pursuant to our existing organizational documents, we are providing the holders of our Class A ordinary shares originally sold as part of the units issued in our initial public offering (the “IPO”) (such shares, the “public shares” and such holders, the “public shareholders”) with the opportunity to have their public shares redeemed at the closing of the business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by One Madison in connection with the IPO calculated as of two business days prior to the closing, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described in the accompanying proxy statement/prospectus. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of December 31, 2018 of approximately $305,118,446, the estimated per share redemption price would have been approximately $10.17. Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal. Our existing organizational documents provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the public shares, without One Madison’s prior consent. There will be no redemption rights with respect to our warrants. The current holders of our Class B ordinary shares (or the “founder shares”), issued to One Madison Group LLC (our “Sponsor”) and the anchor investors in private placements prior to the IPO, and currently held by or Sponsor, the anchor investors, the subscription investors and certain of our and our Sponsor’s directors and employees, have entered into agreements with us pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and, with respect to the holders of our founder shares other than the anchor investors, any public shares they may have acquired after our IPO in connection with the completion of the business combination. BSOF Master Fund L.P. and BSOF Master Fund II L.P. (the “BSOF entities”) have also entered into an agreement with us pursuant to which they have agreed to waive their redemption rights with respect to 4,000,000 Class A ordinary shares in the aggregate owned by the BSOF entities. The other members of our management team have entered into agreements similar to the one entered into by our Sponsor with respect to any public shares acquired by them since our IPO.

 

The founder shares are excluded from the pro rata calculation used to determine the per share redemption price. Pursuant to our existing organizational documents, we are required to pay the redemption price to public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price.

 

The closing is conditioned on, among other things, the approval of the Business Combination Proposal and the NYSE Proposal at the general meeting. The Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Organizational Documents Proposals are conditioned on the approval of the Domestication Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus. The holders of approximately 36% of our outstanding ordinary shares entitled to vote, including the 4,000,000 shares held by the BSOF entities, have agreed to vote any voting ordinary shares owned by them in favor of the Business Combination Proposal and the NYSE Proposal.

 

We urge you to read the proxy statement/prospectus accompanying this notice (including the annexes thereto) carefully for a more complete description of the business combination and related transactions and each of the Proposals. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (banks and brokers call collect at (203) 658-9400) or email at OMAD.info@morrowsodali.com.

 

Thank you for your participation. We look forward to your continued support.

  

  By Order of the Board of Directors,
   
  Omar A. Asali
  Chairman and Chief Executive Officer

 

                    , 2019

 

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting in Lieu of Annual General Meeting of Shareholders to be held on          , 2019: This notice of extraordinary general meeting in lieu of annual general meeting of shareholders and the related proxy statement/prospectus will be available at www.cstproxy.com/onemadisoncorp/2019/.

 

 

 

 

TABLE OF CONTENTS

  

 

 

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Additional Information 1
Cautionary Note Regarding Forward-Looking Statements 2
Certain Defined Terms 3
Summary Term Sheet 6
Questions and Answers About the Proposals for One Madison Shareholders 12
Summary of the Proxy Statement/Prospectus 30
Selected Historical Financial Information of One Madison 46
Selected Historical Financial Information of Rack Holdings 47
Selected Unaudited Pro Forma Condensed Combined Financial Information 48
Comparative Share Information 49
Market Price and Dividend Information 50
Risk Factors 51
The Business Combination 86
The Domestication 123
General Meeting of One Madison Shareholders 125
U.S. Federal Income Tax Considerations 129
Proposal No. 1 – The Business Combination Proposal 144
Proposal No. 2 – The NYSE Proposal 145
Proposal No. 3 – The Domestication Proposal 146
Proposal No. 4 – Organizational Documents Proposal A 147
Proposal No. 5 – Organizational Documents Proposal B 148
Proposal No. 6 – Organizational Documents Proposal C 149
Proposal No. 7 – Organizational Documents Proposal D 150
Proposal No. 8 – Organizational Documents Proposal E 151
Proposal No. 9 – Organizational Documents Proposal F 152
Proposal No. 10 – Organizational Documents Proposal G 153
Proposal No. 11 – The Director Election Proposal 154
Proposal No. 12 – The Incentive Plan Proposal 155
Proposal No. 13 – The Adjournment Proposal 162
Unaudited Pro Forma Condensed Combined Financial Information 163
Notes to Unaudited Pro Forma Condensed Combined Financial Information 170
Comparison of Corporate Governance and Shareholder Rights 175
Business of One Madison 177
Management’s Discussion and Analysis of Financial Condition and Results of Operations of One Madison 178
Business of Ranpak 179
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ranpak 192
Indebtedness 206
Officers and Directors of One Madison After the Business Combination 208
Executive Compensation 216
Beneficial Ownership of Securities 220
Certain Relationships and Related Party Transactions 222
Description of Securities 223
Securities Act Restrictions on Resale of Common Stock 232
Appraisal Rights 233
Shareholder Nominations and Proposals 233
Shareholder Communications 235
Legal Matters 235
Experts 235
Enforceability of Civil Liability 236
Householding Information 237
Where You Can Find Additional Information; Incorporation By Reference 237
Index to Financial Statements FS-1
   
ANNEXES  
   
Annex A – Stock Purchase Agreement A-1
Annex A-1 – Amendment to Stock Purchase Agreement A-1-1
Annex B – Amended and Restated Memorandum and Articles of Association B-1
Annex C – Proposed Charter of Ranpak Holdings Corp. C-1
Annex D – Proposed Bylaws of Ranpak Holdings Corp. D-1
Annex E – Form of Certificate of Domestication of One Madison Corporation E-1
Annex F – Incentive Plan F-1

  

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Additional Information

 

This document incorporates important business and financial information about One Madison from documents that it has filed with the United States Securities and Exchange Commission (“SEC”) but that have not been included in or delivered with this document. You can obtain such documents free of charge through the SEC’s website (www.sec.gov). In addition, you can request One Madison’s documents in writing or by telephone at the following address:

 

One Madison Corporation
3 East 28th Street, 8th Floor
New York, NY 10016
(212) 763-0930
Attn.: Secretary

 

One Madison’s corporate website address is www.onemadisoncorp.com. One Madison’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

 

If you would like to request any documents, please do so by          , 2019 in order to receive them before the general meeting.

 

You should rely only on information contained in or incorporated by reference into this document. No one has been authorized to provide you with information that is different from the information contained in or incorporated by reference into this document. This document is dated          , 2019. You should not assume that the information contained in, or incorporated by reference into, this document is accurate as of any date other than that date. Neither our mailing of this document to One Madison shareholders, nor the issuance of equity by One Madison in connection with the business combination and the related transactions, subsequent to that date will create any implication to the contrary. For a listing of documents incorporated by reference into this document, please see “Where You Can Find Additional Information; Incorporation by Reference” beginning on page 237.

 

Information on the websites of One Madison or Ranpak is not part of this document. You should not rely on that information in deciding how to vote. Information contained in this document regarding One Madison has been provided by One Madison and information contained in this document regarding Ranpak has been provided by Ranpak.

  

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Cautionary Note Regarding Forward-Looking Statements

 

This proxy statement/prospectus may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of 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 business combination, and 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,” “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.

 

The forward-looking statements contained in this proxy statement/prospectus and the documents incorporated by reference herein 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) the occurrence of any event, change or other circumstances that could result in the failure to consummate the business combination; (2) the outcome of any legal proceedings that may be instituted against One Madison, Seller and Rack Holdings regarding the business combination; (3) the inability to complete the business combination due to the failure to obtain approval of the stockholders of One Madison, to obtain financing to complete the business combination or to satisfy other conditions to closing in the definitive agreements with respect to the business combination; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet and maintain NYSE’s listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of Ranpak as a result of the announcement and consummation of the business combination; (7) costs related to the business combination; (8) changes in applicable laws or regulations; (9) the possibility that Ranpak or the combined company may be adversely affected by other economic, business, and/or competitive factors; (10) the risk that we may not be able to raise financing in the future; (11) the risk that we may not be able to retain or recruit necessary officers, key employees or directors following the business combination; (12) the risk that our public securities will be illiquid; (13) the risk that we will not be able to obtain the required approval for domestication; (14) the risks related to the changes in shareholders’ rights as a result of domestication; (15) the risk that shareholders may experience adverse tax consequences with respect to their shares at the effective time of domestication; (16) the risk that operating under the laws of the State of Delaware will affect the conduct of our business; and (17) 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 in deciding how to grant your proxy or instruct how your vote should be cast on the Proposals set forth in this proxy statement/prospectus.

  

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Certain Defined Terms

 

Unless the context otherwise requires, references in this proxy statement/prospectus to:

 

“amendment to stock purchase agreement” are to the amendment to the stock purchase agreement, dated January 24, 2019, by and among One Madison, Seller and Rack Holdings;

 

“anchor investors” are to the accredited investors with whom One Madison entered into the forward purchase agreements, including our founder and certain employees of our Sponsor and/or their affiliates;

 

“BSOF entities” are to BSOF Master Fund L.P., a Cayman Islands exempted limited partnership, and BSOF Master Fund II L.P., a Cayman Islands exempted limited partnership;

 

“business combination” are to the transactions contemplated by the stock purchase agreement;

 

“Cayman Islands Companies Law” are to the Cayman Islands Companies Law (2018 Revision);

 

“Class A common stock” are to the shares of Class A common stock of One Madison Delaware, par value $0.0001 per share, into which the Class A ordinary shares will convert upon the domestication;

 

“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;

 

“Class B common stock” are to the shares of Class B common stock of One Madison Delaware, par value $0.0001 per share, into which the Class B ordinary shares will convert upon the domestication;

 

“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

 

“Class B share consent” are to the consent, dated December 12, 2018, by and among One Madison and the holders of more than two-thirds of the Class B ordinary shares;

 

“Class C common stock” are to the shares of Class C common stock of One Madison Delaware, par value $0.0001 per share, into which the Class C ordinary shares will convert upon the domestication;

 

“Class C ordinary shares” are to our Class C ordinary shares, par value $0.0001 per share;

 

“closing” are to the closing of the business combination;

 

“Code” are to the Internal Revenue Code of 1986, as amended;

 

“common stock” are to the Class A common stock, Class B common stock and Class C common stock;

 

“debt financing” are to the debt financing incurred or intended to be incurred pursuant to the debt commitment letter, dated as of December 12, 2018, among One Madison and Goldman Sachs Lending Partners LLC and certain investment entities thereof (as amended, amended and restated, supplemented or otherwise modified from time to time);

 

“DGCL” are to the Delaware General Corporation Law;

 

“equity financing” are to the (i) aggregate $150,000,000 of proceeds from the issuance of the forward purchase shares and the forward purchase warrants and (ii) aggregate $142,000,000 of proceeds from the issuance of the subscription shares;

 

“equity financing agreements” are to the forward purchase agreements and the subscription agreements;

 

“equity financing investors” are to the anchor investors and the subscription investors;

 

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

“existing organizational documents” are to our amended and restated memorandum and articles of association;

  

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“financing” are to the debt financing and the equity financing;

 

“forward purchase agreements” are to the forward purchase agreements, dated October 5, 2017 and amended on December 15, 2017 and January 5, 2018, as amended or modified from time to time;

 

“forward purchase shares” are to the 15,000,000 ordinary shares to be issued to the anchor investors pursuant to the forward purchase agreements;

 

“forward purchase warrants” are to the 5,000,000 warrants to purchase Class A ordinary shares or Class C ordinary shares, as applicable, to be issued to the equity financing sources pursuant to the equity financing agreements and the reallocation agreement;

 

“founder” are to Omar Asali, our Chairman and Chief Executive Officer;

 

“founder shares” are to the 11,250,000 Class B ordinary shares issued to our Sponsor and the anchor investors in private placements prior to the IPO, and currently held by equity financing sources pursuant to the equity financing agreements and the reallocation agreement, which will convert into 11,250,000 Class A ordinary shares or Class C ordinary shares upon the closing, subject to adjustment as provided in our existing organizational documents;

 

“GAAP” are to United States generally accepted accounting principles;

 

“holders of our founder shares” are to the holders of founder shares, including our Sponsor, the anchor investors, the subscription investors, the BSOF entities and certain of our Sponsor’s directors and employees;

 

“IPO” are to One Madison’s initial public offering of units, which closed on January 22, 2018;

 

“JS Capital” are to JS Capital, LLC;

 

“management” or our “management team” are to our offıcers and directors;

 

“One Madison,” “we,” “our” or “us” are to One Madison Corporation, an exempted company incorporated under the laws of the Cayman Islands;

 

“One Madison Delaware” are to One Madison Corporation, the continuing entity post-domestication;

 

“ordinary shares” are to, prior to the domestication, our Class A ordinary shares, Class B ordinary shares and Class C ordinary shares;

 

“private placement warrants” are to the warrants issued to the anchor investors and the BSOF entities in a private placement in connection with the closing of the IPO and upon conversion of working capital loans, if any;

 

“proposed bylaws” are to the proposed bylaws of One Madison Delaware upon the effective time of the domestication substantially in the form attached to this proxy statement/prospectus as Annex D;

 

“proposed charter” are to the proposed new certificate of incorporation of One Madison Delaware upon the effective time of the domestication substantially in the form attached to this proxy statement/prospectus as Annex C;

 

“proposed organizational documents” are to the proposed charter and proposed bylaws;

 

“public shareholders” are to the holders of our public shares;

 

“public shares” are to our Class A ordinary shares sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

 

“public warrants” are to the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

 

“Rack Holdings” are to Rack Holdings Inc., a Delaware corporation;

  

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“Ranpak” are to Ranpak Corp., an Ohio corporation and wholly owned subsidiary of Rack Holdings;

 

“reallocation agreement” are to the amended and restated reallocation agreement, dated as of December 12, 2018, among One Madison and the equity financing investors;

 

“registration rights agreement” are to the Registration Rights Agreement, dated January 17, 2018, among One Madison, our Sponsor and the anchor investors;

 

“related party” are to our directors, officers and substantial security holders;

 

“Seller” are to Rack Holdings L.P., a Delaware limited partnership;

 

“SFT (Delaware) Management” are to SFT (Delaware) Management, LLC;

 

“Soros Capital” are to Soros Capital LP;

 

“Sponsor” are to One Madison Group LLC, a Delaware limited liability company;

 

“stock purchase agreement” are to the stock purchase agreement, dated as of December 12, 2018, as amended or modified from time to time, by and among One Madison, Seller and Rack Holdings;

 

“subscription agreements” are to the subscription agreements, dated as of December 12, 2018, by and between One Madison and the subscription investors;

 

“subscription investors” are to the accredited investors with whom One Madison entered into the subscription agreements, including our founder and certain of employees of our Sponsor and/or their affiliates;

 

“subscription shares” are to the shares issued to the subscription investors as part of the subscription agreements;

 

“trust account” are to the U.S.-based trust account at Morgan Stanley & Co., maintained by the trustee, established to hold a portion of the net proceeds from the IPO and the sale of the private placement warrants;

 

“trust agreement” are to the Investment Management Trust Agreement, dated as of January 17, 2018, by and between One Madison and the trustee;

 

“trustee” are to Continental Stock Transfer & Trust Company;

 

“units” are to our units sold in the IPO, each of which consists of one Class A ordinary share and one-half of one warrant; and

 

“voting agreement” are to the Amended and Restated Voting Agreement, dated as of December 7, 2018, by and among One Madison and the BSOF entities.

 

Unless otherwise specified, the voting and economic interests of One Madison shareholders set forth in this proxy statement/prospectus (x) assume that (i) no public shareholders elect to have their public shares redeemed in connection with the business combination, (ii) none of One Madison’s existing shareholders or the investors who will become shareholders of One Madison at the closing of the transactions contemplated by the forward purchase agreements and the subscription agreements purchase public shares in the open market and (iii) there are no other issuances of equity interests of One Madison and (y) do not take into account forward purchase warrants, private placement warrants and public warrants that will be outstanding upon the closing and may be exercised thereafter. Unless the context requires otherwise, references in this proxy statement/prospectus to the anchor investors, the subscription investors and the equity financing investors refer to such persons in their capacities as such and not in any other capacity (including as directors and officers of One Madison, if applicable). In addition, unless the context requires otherwise, references in this proxy statement/prospectus to our ordinary shares, Class A ordinary shares, Class B ordinary shares and Class C ordinary shares shall also refer to the common stock, Class A common stock, Class B common stock and Class C common stock, respectively, of One Madison Delaware into which the ordinary shares will convert upon the domestication and references in the proxy statement/prospectus to our common stock, Class A common stock, Class B common stock and Class C common stock of One Madison Delaware shall also refer to, in the event the Domestication Proposal is not approved, our ordinary shares, Class A ordinary shares, Class B ordinary shares and Class C ordinary shares, respectively.

 

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Summary Term Sheet

 

This Summary Term Sheet and the sections entitled “Questions and Answers About the Proposals for One Madison Shareholders” and “Summary of the Proxy Statement/Prospectus” summarize certain information contained in this proxy statement/prospectus, but do not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the attached annexes and the documents incorporated by reference herein, for a more complete understanding of the matters to be considered at the extraordinary general meeting in lieu of annual general meeting of shareholders (the “general meeting”).

 

One Madison is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”).

 

Rack Holdings, through its wholly-owned subsidiary Ranpak, is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains.  Rack Holdings delivers high quality protective packaging solutions, while maintaining its commitment to environmental sustainability.  Rack Holdings’ protective packaging systems are designed to be flexible and responsive to the needs of its end users, including the businesses it serves through its extensive network of distributors and directly to select end-users. These protective packaging solutions, which include the accompanying paper consumables, fall into four broad categories:  void-fill, cushioning, wrapping, and end-of-line automation.  Rack Holdings serves an array of end markets including e-commerce, the automotive aftermarket, IT/electronics, machinery/manufacturing, home goods, pharmaceuticals, and others.

 

There are currently an aggregate of 41,250,000 ordinary shares of One Madison issued and outstanding, consisting of 30,000,000 public shares and 11,250,000 founder shares. In addition, there are currently 23,000,000 warrants of One Madison outstanding, consisting of 15,000,000 public warrants and 8,000,000 private placement warrants. Each whole warrant entitles the holder to purchase one ordinary share for $11.50 per share. The warrants will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, One Madison may redeem the outstanding warrants (other than the private placement warrants) in whole and not in part, at a price of  $0.01 per warrant, if the last sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day before One Madison sends the notice of redemption to the warrant holders. The private placement warrants, however, are non-redeemable so long as the anchor investors or the BSOF entities who purchased such warrants or their respective permitted transferees hold them.

 

Holders of Class A ordinary shares and holders of Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders and will vote together as a single class on all matters submitted to a vote of our shareholders except (i) that prior to the completion of the initial business combination, only the holders of the Class B ordinary shares will have the right to vote on the election of One Madison’s directors and (ii) as otherwise required by law. In addition, the Class B ordinary shares will automatically convert into Class A ordinary shares as described below. Other than as set forth in the two immediately preceding sentences, the Class B ordinary shares have identical terms as the Class A ordinary shares. The Class C ordinary shares have identical terms as the Class A ordinary shares, except the Class C ordinary shares do not grant their holders any voting rights. Pursuant to the existing organizational documents, the Class B ordinary shares will automatically convert into Class A ordinary shares (or Class C ordinary shares, at the election of the holder) concurrently with or immediately following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares and Class C ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of  (i) the total number of public shares, plus (ii) the sum of  (a) the total number of Class A ordinary shares and Class C ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by us in connection with or in relation to the consummation of our initial business combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any warrants issued in a private placement to our founder or an affiliate of our founder upon conversion of working capital loans, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. Pursuant to the Class B share consent, the holders of the Class B ordinary shares waived any anti-dilution adjustments in respect of the subscription shares and any Class A ordinary shares issued in exchange for the private placement warrants. Accordingly, assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares or Class C ordinary shares, or securities convertible into or exchangeable for, Class A ordinary shares or Class C ordinary shares are issued, by us in connection with or in relation to the consummation of the business combination, the 11,250,000 Class B ordinary shares will automatically convert, on a one-for-one basis, into 11,250,000 Class A ordinary shares (or Class C ordinary shares, at the election of the holder) concurrently with or immediately following the consummation of the business combination.

  

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In connection with the IPO, we entered into the forward purchase agreements with the anchor investors, which include One Madison’s founder and certain employees of our Sponsor and/or their affiliates, which provide for the purchase by the anchor investors of an aggregate of 15,000,000 Class A ordinary shares or Class C ordinary shares, plus an aggregate of 5,000,000 redeemable warrants to purchase one Class A ordinary share or Class C ordinary share at $11.50 per share, for an aggregate purchase price of  $150,000,000, or $10.00 per Class A ordinary share or Class C ordinary share, as applicable, in a private placement to occur concurrently with the closing.

 

On December 12, 2018, we entered into the stock purchase agreement with Seller and Rack Holdings pursuant to which, subject to the terms and conditions contained therein, One Madison will acquire all of the issued and outstanding equity interests of Rack Holdings from Seller. A copy of the stock purchase agreement is attached to this proxy statement/prospectus as Annex A.

 

Pursuant to the stock purchase agreement, One Madison will pay an aggregate purchase price of $950,000,000 in cash, subject to adjustment, in consideration for the acquisition of all of the issued and outstanding equity interests of Rack Holdings from Seller (the “closing cash consideration”). Financing for the business combination and for related transaction expenses will consist of (i) $300,000,000 of proceeds from the IPO and certain related transactions on deposit in the trust account (plus any interest income accrued thereon since the IPO), net of any redemptions of One Madison’s ordinary shares in connection with the shareholder vote to be held at the general meeting, (ii) $150,000,000 of proceeds from the purchase by the anchor investors pursuant to the forward purchase agreements entered into in connection with the IPO, (iii) $142,000,000 of proceeds from the purchase by the subscription investors pursuant to the subscription agreements entered into in connection with the entry into the stock purchase agreement and (iv) up to $489,175,000 of dollar-denominated senior secured term loan credit facilities and €140,000,000 of a euro-denominated senior secured term loan credit facility, in each case provided by Goldman Sachs Merchant Banking Division, each as described more fully herein.

 

On January 24, 2019, we entered into an amendment to the stock purchase agreement with Seller and Rack Holdings, pursuant to which, the closing cash consideration is payable in immediately available funds as follows: (x) €140,000,000 in Euros (which payment will be credited against the closing cash consideration in an amount equal to $160,825,000 (the “Euro payment credit”) based on an agreed currency exchange ratio of 1.00:1.14875 EUR:USD) and (y) an amount in U.S. dollars equal to the closing cash consideration less the Euro payment credit.
  
On March 27, 2019, One Madison entered into a warrant exchange agreement with certain of the anchor investors, pursuant to which, immediately prior to the closing of the business combination, 7,429,256 private placement warrants (out of 8,000,000 outstanding private placement warrants) will be deemed automatically cancelled in full and, in consideration therefor, One Madison will issue an aggregate 742,926 Class A ordinary shares or Class C ordinary shares (at the election of the holder) on a private placement basis.
  
On March 28, 2019, One Madison’s board of directors approved a warrant repurchase program (the “warrant repurchase program”), authorizing One Madison to repurchase up to $10,000,000 of outstanding public warrants.

 

At the closing, Rack Holdings will become an indirect wholly owned subsidiary of One Madison. For more information about the stock purchase agreement and the business combination, see the section entitled “The Business Combination – The Stock Purchase Agreement.”

 

Unless waived by the parties to the stock purchase agreement, the closing is subject to a number of conditions set forth in the stock purchase agreement, including, among others, One Madison shareholder approval of the Business Combination Proposal and the NYSE Proposal. For more information about the closing conditions to the business combination, see the section entitled “The Business Combination – The Stock Purchase Agreement – Conditions to Closing of the Business Combination.”

 

The stock purchase agreement may be terminated at any time prior to the consummation of the business combination upon agreement of the parties thereto, or by One Madison or Seller acting alone, in specified circumstances. For more information about the termination rights under the stock purchase agreement, see the section entitled “The Business Combination – The Stock Purchase Agreement – Termination.”

 

The business combination and related transactions involve numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”
  
Prior to the closing, One Madison will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware. For more information about the domestication, see the section entitled “The Domestication.”

  

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The domestication should qualify as a “reorganization” pursuant to Section 368(a)(1)(F) of the Code. Assuming the domestication is so treated, U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Considerations” of this proxy statement/prospectus) generally (i) will not recognize taxable gain or loss as a result of the domestication for U.S. federal income tax purposes and (ii) will have a tax basis in the share of One Madison Delaware common stock or warrant equal to the U.S. Holder’s tax basis in the One Madison share or warrant, as the case may be, surrendered in exchange therefor. However, even if the domestication qualifies as a reorganization under Section 368(a) of the Code for U.S. federal income tax purposes, a U.S. Holder may recognize income or gain in certain cases. For example, if proposed Treasury regulations under Section 1291(f) were finalized in their present form, a U.S. Holder would be required to recognize taxable gain with respect to its exchange of One Madison securities for One Madison Delaware securities in the domestication, if One Madison were classified as a “passive foreign investment company” at any time during such U.S. Holder’s holding period in the One Madison securities, unless such U.S. Holder made a timely and effective “qualified electing fund” election for One Madison’s first taxable year as a passive foreign investment company in which the U.S. Holder held One Madison ordinary shares or made a qualified electing fund election along with a purging election. The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the domestication, see the section entitled “U.S. Federal Income Tax Considerations.”
  
Pursuant to our existing organizational documents, in connection with the business combination, our public shareholders may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with our existing organizational documents. As of December 31, 2018, the estimated per share redemption price would have been approximately $10.17. Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal. If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of One Madison following the closing and will not participate in the future growth of One Madison, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares to our transfer agent at least two business days prior to the general meeting. Pursuant to our existing organizational documents, we are required to pay the redemption price to public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. See the section entitled “General Meeting of One Madison Shareholders – Redemption Rights.”
  
In order to finance a portion of the stock purchase agreement consideration and the costs and expenses incurred in connection therewith, we entered into subscription agreements with the subscription investors concurrently with the execution of the stock purchase agreement, pursuant to which such subscription investors committed to purchase an aggregate of 14,200,000 shares of One Madison’s Class A ordinary shares, or Class C ordinary shares, for $10.00 per share, for an aggregate purchase price of $142,000,000. The closing of the transactions contemplated by the subscription agreements will occur immediately prior to the closing, subject to the satisfaction or the waiver of the closing conditions therein. See the section entitled “The Business Combination – Related Agreements – Subscription Agreements.”
  
Concurrently with the execution of the stock purchase agreement, One Madison and the BSOF entities entered into the voting agreement, pursuant to which the BSOF entities, which hold 4,000,000 Class A ordinary shares and 525,000 founder shares in the aggregate, agreed to vote all such Class A ordinary shares and founder shares in favor of any shareholder approvals sought by One Madison in connection with the business combination and not to exercise any right of redemption in respect of such Class A ordinary shares and founder shares. See the section entitled “The Business Combination – Related Agreements – Amended and Restated Voting Agreement.”
  
Concurrently with the execution of the stock purchase agreement, Omar Asali (the “Assignor”) entered into an assignment and assumption agreement (the “FPA assignment and assumption agreement”) with Gerard Griffin, pursuant to which the Assignor, on the terms and subject to the conditions set forth therein, (i) assigned to Mr. Griffin the right and obligation to acquire 350,000 Class A ordinary shares and 116,677 warrants to purchase Class A ordinary shares under the terms of the Assignor’s forward purchase agreement and (ii) sold to Mr. Griffin 87,500 founder shares at the same price per share at which the Assignor purchased such founder shares from One Madison. See the section entitled “The Business Combination – Related Agreements – Forward Purchase Agreement Assignment and Assumption Agreement.”
  
Concurrently with the execution of the stock purchase agreement, One Madison issued a $4,000,000 Global Promissory Note (the “working capital promissory note”) to certain of the sources of equity financing for the business combination under the forward purchase agreements and the subscription agreements in exchange for $4,000,000 of financing to be used for the payment of working capital expenses, including expenses incurred in connection with the business combination. The working capital promissory note will be repaid at the closing. See the section entitled “The Business Combination – Related Agreements – Working Capital Promissory Note.”
  
Concurrently with the execution of the stock purchase agreement, One Madison entered into a reallocation agreement (the “reallocation agreement”) with the sources of equity financing for the business combination under the forward purchase agreements and the subscription agreements, pursuant to which the Class B ordinary shares issued under, and the rights to acquire warrants to purchase Class A ordinary shares arising under, the forward purchase agreements were reallocated among all equity financing investors pro rata based on the aggregate amount of equity financing provided by such equity financing investors under the forward purchase agreements and the subscription agreements. See the section entitled “The Business Combination – Related Agreements – Reallocation Agreement.”
  
One Madison has obtained a commitment for debt financing pursuant to a debt commitment letter (as amended, amended and restated, supplemented or otherwise modified, the “debt commitment letter”), dated as of December 12, 2018, pursuant to which Goldman Sachs Lending Partners LLC and certain affiliated investment entities thereof (collectively, the “lenders”) have committed to provide senior secured credit facilities subject to the conditions set forth in the debt commitment letter. The aggregate commitment consists of a $289,175,000 dollar-denominated first lien term facility, a €140,000,000 euro-denominated first lien term facility, a $45,000,000 revolving facility, a $100,000,000 first lien contingency term facility and a $100,000,000 second lien contingency term facility. One Madison has the ability to (x) bring in additional revolving lenders to provide up to $30,000,000 additional commitments under the revolving facility and (y) reduce the dollar-denominated first lien term facility and correspondingly increase the euro-denominated first lien term facility in an amount of up to €60,000,000. See the section entitled “The Business Combination – Related Agreements – Debt Commitment Letter.”

  

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Concurrently with the execution of the stock purchase agreement, shareholders holding more than two-thirds of the Class B ordinary shares entered into the Class B share consent pursuant to which such shareholders, on behalf of themselves and all other holders of Class B ordinary shares, waived the anti-dilution protection benefiting the Class B ordinary shares under the terms of the existing organizational documents with respect to (i) the Class A ordinary shares and Class C ordinary shares to be issued pursuant to the subscription agreements and (ii) any Class A ordinary shares or Class C ordinary shares to be issued by One Madison in connection with the exchange of any of One Madison’s outstanding private placement warrants. See the section entitled “The Business Combination – Related Agreements – Class B Share Consent.”

 

Upon the closing, the size of our board of directors will be expanded to at least eight directors and at least four new individuals will be appointed to our board of directors. All of our existing board members will remain members of our board of directors. See the section entitled “Officers and Directors of One Madison After the Business Combination.”

 

Assuming there are no redemptions of our public shares and that no additional shares are issued prior to completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of One Madison by our public shareholders, JS Capital, Soros Capital, SFT (Delaware) Management, the BSOF entities and our Sponsor, officers and directors will be as follows:

 

The public shareholders (other than the BSOF entities) would own 26,000,000 shares, representing 36.5% of our total outstanding shares;

 

JS Capital would own 23,606,865 shares, representing 33.2% of our total outstanding shares;

 

Soros Capital would own 3,590,194 shares, representing 5.0% of our total outstanding shares;

 

SFT (Delaware) Management would own 2,921,099 shares, representing 4.1% of our total outstanding shares;

 

The BSOF entities would own 4,525,000 shares, representing 6.4% of our total outstanding shares;

 

Our Sponsor would own 6,272,000 shares, representing 8.8% of our total outstanding shares; and

 

Our officers and directors (including directors nominated for election at the general meeting) would own 3,283,838 shares, representing 4.6% of our total outstanding shares.

 

The preceding description of the ownership of One Madison’s securities is accurate as of the date of filing of this proxy statement/prospectus, except that the preceding calculations do not take into account any warrant repurchases that have been completed under One Madison’s warrant repurchase program. The preceding description does not take into account any transactions that may be entered into after the date hereof.

 

The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the actual facts are different than these assumptions, the percentage ownership retained by One Madison’s existing shareholders in One Madison following the business combination will be different. For example, if we assume that all 15,000,000 public warrants, 570,744 private placement warrants that are not subject to the warrant exchange and 5,000,000 forward purchase warrants were exercisable and exercised following completion of the business combination and related transactions, then the ownership of One Madison by our public shareholders, JS Capital, Soros Capital, SFT (Delaware) Management, the BSOF entities and our Sponsor, officers and directors would be as follows:

 

The public shareholders (other than the BSOF entities) would own 39,000,000 shares, representing 42.5% of our total outstanding shares;

  

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JS Capital would own 27,121,759 shares, representing 29.6% of our total outstanding shares;

 

Soros Capital would own 4,122,109 shares, representing 4.5% of our total outstanding shares;

 

SFT (Delaware) Management would own 3,364,362 shares, representing 3.7% of our total outstanding shares;

 

The BSOF entities would own 7,085,000 shares, representing 7.7% of our total outstanding shares;

 

Our Sponsor would own 6,272,000 shares, representing 6.8% of our total outstanding shares; and

 

Our officers and directors (including directors nominated for election at the general meeting) would own 3,709,104 shares, representing 4.0% of our total outstanding shares.

 

The preceding description of the ownership of One Madison’s securities is accurate as of the date of filing of this proxy statement/prospectus, except that the preceding calculations do not take into account any warrant repurchases that have been completed under One Madison’s warrant repurchase program. The preceding description does not take into account any transactions that may be entered into after the date hereof.

 

On the first business day following the closing, the founder shares will automatically convert into Class A ordinary shares (or Class C ordinary shares, at the election of the holder) such that the total number of Class A ordinary shares and Class C ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of public shares plus (ii) the sum of (a) the total number of Class A ordinary shares and Class C ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by us in connection with or in relation to the consummation of our initial business combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any warrants issued in a private placement to our founder or an affiliate of our founder upon conversion of working capital loans, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business combination. Pursuant to the terms of our existing organizational documents and the forward purchase agreements, in connection with any redemption of public shares in the business combination, one Class B founder share originally issued to the Sponsor prior to the IPO (other than those held by the BSOF entities) will be forfeited for every four public shares redeemed, with each holder of such founder shares forfeiting such holder’s pro rata portion of such forfeited shares.

 

The public warrants, forward purchase warrants and the private placement warrants not subject to the warrant exchange will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

Our board of directors considered various factors in determining whether to approve the stock purchase agreement. For more information about our board’s decision-making process, see the section entitled “The Business Combination – One Madison’s Board of Directors’ Reasons for Approval of the Business Combination.”

  

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In addition to voting on the proposal to approve and adopt the stock purchase agreement and the transactions contemplated thereby at the general meeting, One Madison’s shareholders will also be asked to vote on:

 

approval, for purposes of complying with applicable listing rules of the NYSE, for the issuance by One Madison of Class A ordinary shares and Class C ordinary shares to certain accredited investors pursuant to the subscription agreements, including certain directors, officers and substantial security holders of One Madison, in each case in a private placement, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes;

 

approval by special resolution for the change of One Madison’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware;

 

assuming the Domestication Proposal is approved, approval for the following proposals to amend and restate One Madison’s existing organizational documents:

 

to approve by special resolution (i) the change of our name from “One Madison Corporation” to “Ranpak Holdings Corp.”, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) making One Madison’s corporate existence perpetual and (iv) providing for the ineffectiveness of certain provisions in our existing organizational documents relating to our status as a blank check company upon the closing that will no longer be applicable to us following the closing (“Organizational Documents Proposal A”);

 

to approve by special resolution provisions providing that One Madison’s board of directors will be divided into three classes following the business combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year (“Organizational Documents Proposal B”);

 

to approve by special resolution provisions providing that the directors of One Madison may only be removed for cause (“Organizational Documents Proposal C”);

 

to approve by special resolution advance notice procedures with regard to the nomination by shareholders of candidates for election as directors (“Organizational Documents Proposal D”);

 

to approve by special resolution provisions removing the ability of shareholders to call a special meeting of shareholders (“Organizational Documents Proposal E”);

 

to approve by special resolution provisions removing the ability of shareholders to act by written consent in lieu of a meeting (“Organizational Documents Proposal F”); and

 

to approve by special resolution the amendment and restatement of the existing organizational documents by the deletion of the existing organizational documents in their entirety and the substitution of the proposed organizational documents in their place to (among other matters) reflect the changes effected by Organizational Documents Proposals A through F (“Organizational Documents Proposal G” and together with Organizational Documents Proposal A, Organizational Documents Proposal B, Organizational Documents Proposal C, Organizational Documents Proposal D, Organizational Documents Proposal E and Organizational Documents Proposal F, the “Organizational Documents Proposals”);

 

approval to (i) re-elect our current directors, Omar Asali, Michael Jones, Thomas Corley and Robert King and (ii) elect Steve Kovach, Salil Seshadri, Michael Gliedman and Alicia Tranen, in each case, to serve as directors until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal;

 

approval of the One Madison Corporation 2019 Omnibus Incentive Plan; and

 

approval of the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the NYSE Proposal.

 

For more information, see the sections entitled “Proposal No. 1 – The Business Combination Proposal,” “Proposal No. 2 – The NYSE Proposal,” “Proposal No. 3 – The Domestication Proposal,” “Proposal No. 4 – Organizational Documents Proposal A,” “Proposal No. 5 – Organizational Documents Proposal B,” “Proposal No. 6 – Organizational Documents Proposal C,” “Proposal No. 7 – Organizational Documents Proposal D,” “Proposal No. 8 – Organizational Documents Proposal E,” “Proposal No. 9 – Organizational Documents Proposal F,” “Proposal No. 10 – Organizational Documents Proposal G,” “Proposal No. 11 – The Director Election Proposal,” “Proposal No. 12 – The Incentive Plan Proposal” and “Proposal No. 13 – The Adjournment Proposal.”

  

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Questions and Answers About the Proposals for One Madison Shareholders

 

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the general meeting, including proposals relating to the business combination. The following questions and answers do not include all the information that is important to One Madison shareholders. We urge One Madison shareholders to read carefully the remainder of this proxy statement/prospectus, including the annexes and the documents incorporated by reference herein.

 

Q:Why am I receiving this proxy statement/prospectus?

 

A:One Madison shareholders are being asked to consider and vote upon, among other things, a proposal to approve the transactions contemplated by the stock purchase agreement. The stock purchase agreement provides, subject to the terms and conditions contained therein, that One Madison will acquire all of the issued and outstanding equity interests of Rack Holdings from Seller.

 

Subject to the terms and conditions set forth in the stock purchase agreement, One Madison has agreed to pay to Seller at the closing $950,000,000 in cash in consideration for the acquisition of Rack Holdings, which amount will be (i) adjusted by the difference between the net working capital of Rack Holdings and its subsidiaries as of closing as measured against a working capital target amount of $22,000,000 (which could be a downward or upward adjustment), (ii) increased by the amount of cash of Rack Holdings and its subsidiaries as of closing and (iii) reduced by the amount of debt and unpaid transaction expenses of Rack Holdings and its subsidiaries as of closing. The purchase price paid at closing will be based on an estimate of the amount of the foregoing adjustments and will be subject to a customary post-closing true-up. Pursuant to the amendment to the stock purchase agreement, the closing cash consideration is payable in immediately available funds as follows: (x) €140,000,000 in Euros and (y) an amount in U.S. dollars equal to the closing cash consideration less the Euro payment credit.

 

Copies of the stock purchase agreement and the amendment to the stock purchase agreement are attached to this proxy statement/prospectus as Annexes A and A-1, respectively. This proxy statement/prospectus and its annexes and the documents incorporated by reference herein contain important information about the business combination and the other matters to be acted upon at the general meeting. You should read this proxy statement/prospectus, including the documents incorporated by reference herein, and its annexes carefully and in their entirety.

 

In addition, if the Domestication Proposal is approved, One Madison will domesticate as a Delaware corporation. Upon the domestication, the currently issued and outstanding Class A ordinary shares, Class B ordinary shares and Class C ordinary shares will automatically convert by operation of law, on a one-for-one basis, into shares of Class A common stock, Class B common stock and Class C common stock, respectively. Similarly, all of One Madison’s outstanding warrants will become warrants to acquire shares of Class A common stock or Class C common stock, as applicable, and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, all of One Madison’s outstanding units will become units of One Madison Delaware and, after the effectiveness of the domestication and in connection with the closing, each outstanding unit of One Madison Delaware (each of which will at such time consist of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock) will be separated into its component common stock and warrants. In connection with the closing, each then-issued and outstanding share of Class B common stock will automatically convert into shares of Class A common stock or Class C common stock, in accordance with the terms of the proposed charter.

 

In connection with the domestication, the existing organizational documents will be replaced by the proposed organizational documents. The provisions of the proposed organizational documents will differ materially from those of the existing organizational documents. Please see “Questions and Answers About the Proposals For One Madison Shareholders – What amendments will be made to the existing organizational documents of One Madison” below.

 

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES.

  

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Q:Why is One Madison proposing the business combination?

 

A:One Madison was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

 

Founded in 1972, Ranpak is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains. Since its inception, Ranpak has delivered high quality protective packaging solutions, while maintaining its commitment to environmental sustainability. Ranpak has a global and diversified business, with a base of approximately 31,000 end-users in approximately 50 countries. Ranpak’s customers rely exclusively on Ranpak paper consumables and its extensive existing installed base of 97,000 protective packaging systems.

 

Ranpak produces paper consumables with proprietary protective packaging systems. Ranpak offers a reliable, fast and effective suite of protective packaging solutions that is entirely fiber-based, providing 100% biodegradable, 100% renewable, and 100% recyclable products to its customers.

 

Ranpak believes that its environmentally sustainable packaging, sold through its established base of distributors and produced through its installed base of protective packaging systems, sets the company apart from producers of resin-based packaging solutions.

 

See the section entitled “The Business Combination Proposal – One Madison’s board of Directors’ Reasons for Approval of the Business Combination.”

 

Q:What is being voted on at the general meeting?

 

A:One Madison shareholders will vote on the following proposals at the general meeting:

 

1.The Business Combination Proposal – To consider and vote upon a proposal to approve the transactions contemplated by the stock purchase agreement pursuant to which One Madison will acquire all of the issued and outstanding equity interests of Rack Holdings from Seller, on the terms and subject to the conditions set forth therein (the “Business Combination Proposal”). A copy of the stock purchase agreement is attached to this proxy statement/prospectus as Annex A and a copy of the amendment to the stock purchase agreement is attached to this proxy statement/prospectus as Annex A-1.

 

2.The NYSE Proposal – To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The New York Stock Exchange (the “NYSE”), the issuance by One Madison of Class A ordinary shares, par value $0.0001 per share, and Class C ordinary shares, par value $0.0001 per share, to certain accredited investors, including certain directors, officers and substantial security holders of One Madison, in each case in a private placement, the proceeds of which will be used to finance the business combination and related transactions and the costs and expenses incurred in connection therewith with any balance used for working capital purposes (the “NYSE Proposal”).

 

3.The Domestication Proposal – To consider and vote upon a proposal to approve by special resolution the change of One Madison’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the “domestication” and such proposal, the “Domestication Proposal”).

 

4.The Organizational Documents Proposals – Assuming the Domestication Proposal is approved, to consider and vote upon seven separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution the following material differences between the current amended and restated memorandum and articles of association of One Madison (the “existing organizational documents”) and the proposed new certificate of incorporation (the “proposed charter”) and bylaws (the “proposed bylaws,” and, together with the proposed charter, the “proposed organizational documents”) of One Madison Delaware, the post-domestication company:

 

a. to approve (i) the change of our name from “One Madison Corporation” to “Ranpak Holdings Corp.”, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) upon the closing, making One Madison’s corporate existence perpetual and (iv) upon the closing, providing for the ineffectiveness of certain provisions in our existing organizational documents relating to our status as a blank check company upon the closing that will no longer be applicable to us following the closing (“Organizational Documents Proposal A”);

  

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b.to approve provisions providing that One Madison’s board of directors will be divided into three classes following the business combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year (“Organizational Documents Proposal B”);

 

c.to approve provisions providing that the directors of One Madison may only be removed for cause (“Organizational Documents Proposal C”);

 

d.to approve advance notice procedures with regard to the nomination by shareholders of candidates for election as directors (“Organizational Documents Proposal D”);

 

e.to approve provisions removing the ability of shareholders to call a special meeting of shareholders (“Organizational Documents Proposal E”);

 

f.to approve provisions removing the ability of shareholders to act by written consent in lieu of a meeting (“Organizational Documents Proposal F”); and

 

g.to approve the amendment and restatement of the existing organizational documents by the deletion of the existing organizational documents in their entirety and the substitution of the proposed organizational documents in their place to (among other matters) reflect the changes effected by Organizational Documents Proposals A through F (“Organizational Documents Proposal G” and together with Organizational Documents Proposal A, Organizational Documents Proposal B, Organizational Documents Proposal C, Organizational Documents Proposal D, Organizational Documents Proposal E and Organizational Documents Proposal F, the “Organizational Documents Proposals”);

 

5.The Director Election Proposal – For the holders of Class B ordinary shares to consider and vote upon a proposal to (i) re-elect our current directors, Omar Asali, Michael Jones, Thomas Corley and Robert King and (ii) elect Steve Kovach, Salil Seshadri, Michael Gliedman and Alicia Tranen, in each case, to serve as directors until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal (the “Director Election Proposal”);

 

6.The Incentive Plan Proposal – To consider and vote upon a proposal to approve the One Madison Corporation 2019 Omnibus Incentive Plan (the “Incentive Plan Proposal”); and

 

7.The Adjournment Proposal – To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the NYSE Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the NYSE Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Incentive Plan Proposal the “Proposals”).

 

After careful consideration, One Madison’s board of directors has determined that the Business Combination Proposal, the NYSE Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal are in the best interests of One Madison and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. The existence of financial and personal interests of One Madison’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of One Madison and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the Proposals. See the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination” for a further discussion.

  

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THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q:Are the Proposals conditioned on one another?

 

A:The closing is conditioned on, among other things, the approval of the Business Combination Proposal and the NYSE Proposal at the general meeting. The Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of Business Combination Proposal and the NYSE Proposal. The Organizational Documents Proposals are conditioned on the approval of the Domestication Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

 

Q:Why is One Madison providing shareholders with the opportunity to vote on the business combination?

 

A:Under our existing organizational documents, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of the business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, we have elected to provide our shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our shareholders of the Business Combination Proposal in order to allow our public shareholders to effectuate redemptions of their public shares in connection with the closing. The approval of our shareholders of the Business Combination Proposal is also a condition to closing in the stock purchase agreement.

 

Q:What is the relationship between One Madison and the investors who are investing in One Madison in private placements to fund the business combination?

 

A:Pursuant to the forward purchase agreements, the anchor investors have committed, subject to the terms and conditions therein, to purchase an aggregate of 15,000,000 Class A ordinary shares or Class C ordinary shares, plus an aggregate of 5,000,000 redeemable warrants to purchase one Class A ordinary share or one Class C ordinary share at $11.50 per share, for an aggregate purchase price of  $150,000,000, or $10.00 per Class A ordinary share or Class C ordinary share, as applicable, in a private placement to close concurrently with the closing.

 

Simultaneously with the consummation of our IPO and the sale of the units, we consummated a private placement of 8,000,000 warrants at a price of $1.00 per warrant, issued to our anchor investors and the BSOF entities, generating total proceeds of $8,000,000.

 

In addition, pursuant to the subscription agreements, the subscription investors (which includes certain of the anchor investors) have committed to purchase an aggregate 14,200,000 million of Class A ordinary shares or Class C ordinary shares, for $10.00 per share, for an aggregate purchase price of $142,000,000. Please see the section entitled “The Business Combination – Related Agreements” for more information.

 

For more information about the interests of our Sponsor, officers and directors in the business combination, see the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination.”

 

Q:Will the management of One Madison and Ranpak change following the business combination?

 

A:Following the closing, Ranpak will continue to be led by certain members of its current management team. Messrs. Borseth, Thomas, Laurensse and Grassotti will serve as officers of One Madison. In addition, Mr. Omar Asali will serve as Executive Chairman of the board of directors. Messrs. Omar Asali, Michael Jones, Thomas Corley and Robert King have been re-nominated to serve as directors of One Madison. Messrs. Steve Kovach, Salil Seshadri and Michael Gliedman and Ms. Alicia Tranen have been nominated to serve as directors of One Madison upon completion of the business combination. Please see “Proposal No. 11 – The Director Election Proposal” and the section entitled “Officers and Directors of One Madison After the Business Combination” for more information.

  

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Q:How were the transaction structure and consideration for the business combination determined?

 

A:The business combination was the result of an extensive search for a potential transaction utilizing the global network and investing and operating experience of One Madison’s management team and board of directors. The terms of the business combination were the result of extensive negotiations between One Madison, Seller and the other parties to the business combination. Please see the section entitled “The Business Combination – Background of the Business Combination” for more information.

 

Q:What conditions must be satisfied to complete the business combination?

 

A:There are a number of closing conditions in the stock purchase agreement, including the approval by our shareholders of the Business Combination Proposal and the NYSE Proposal as well as certain regulatory approvals. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, see the section entitled “The Business Combination – The Stock Purchase Agreement – Conditions to Closing of the Business Combination.”

 

Q:What equity stake will current One Madison public shareholders, the equity financing investors and our Sponsor, officers and directors hold in One Madison following the consummation of the business combination?

 

A: Assuming there are no redemptions of our public shares and that no additional shares are issued prior to completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of One Madison by our public shareholders, JS Capital, Soros Capital, SFT (Delaware) Management, the BSOF entities and our Sponsor, officers and directors will be as follows:

 

The public shareholders (other than the BSOF entities) would own 26,000,000 shares, representing 36.5% of our total outstanding shares;

 

JS Capital would own 23,606,865 shares, representing 33.2% of our total outstanding shares;

 

Soros Capital would own 3,590,194 shares, representing 5.0% of our total outstanding shares;

 

SFT (Delaware) Management would own 2,921,099 shares, representing 4.1% of our total outstanding shares;

 

The BSOF entities would own 4,525,000 shares, representing 6.4% of our total outstanding shares;

 

Our Sponsor would own 6,272,000 shares, representing 8.8% of our total outstanding shares; and

 

Our officers and directors (including directors nominated for election at the general meeting) would own 3,283,838 shares, representing 4.6% of our total outstanding shares.

 

The preceding description of the ownership of One Madison’s securities is accurate as of the date of filing of this proxy statement/prospectus, except that the preceding calculations do not take into account any warrant repurchases that have been completed under One Madison’s warrant repurchase program. The preceding description does not take into account any transactions that may be entered into after the date hereof.

 

The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the actual facts are different than these assumptions, the percentage ownership retained by One Madison’s existing shareholders in One Madison following the business combination will be different. For example, if we assume that all 15,000,000 public warrants, 570,744 private placement warrants that are not subject to the warrant exchange and 5,000,000 forward purchase warrants were exercisable and exercised following completion of the business combination and related transactions, then the ownership of One Madison by our public shareholders, JS Capital, Soros Capital, SFT (Delaware) Management, the BSOF entities and our Sponsor, officers and directors would be as follows:

 

The public shareholders (other than the BSOF entities) would own 39,000,000 shares, representing 42.5% of our total outstanding shares;

 

JS Capital would own 27,121,759 shares, representing 29.6% of our total outstanding shares;

 

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Soros Capital would own 4,122,109 shares, representing 4.5% of our total outstanding shares;

 

SFT (Delaware) Management would own 3,364,362 shares, representing 3.7% of our total outstanding shares;

 

The BSOF entities would own 7,085,000 shares, representing 7.7% of our total outstanding shares;

 

Our Sponsor would own 6,272,000 shares, representing 6.8% of our total outstanding shares; and

 

Our officers and directors (including directors nominated for election at the general meeting) would own 3,709,104 shares, representing 4.0% of our total outstanding shares.

 

The preceding description of the ownership of One Madison’s securities is accurate as of the date of filing of this proxy statement/prospectus, except that the preceding calculations do not take into account any warrant repurchases that have been completed under One Madison’s warrant repurchase program. The preceding description does not take into account any transactions that may be entered into after the date hereof.

 

The public warrants, forward purchase warrants and the private placement warrants not subject to the warrant exchange will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation.

 

You should read “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

Q:Why is One Madison proposing the NYSE Proposal?

 

A:One Madison is proposing the NYSE Proposal to comply with Rule 312.03 of the NYSE Listed Company Manual, which requires stockholder approval prior to the issuance of shares of common stock in certain circumstances, including (a) if such common stock has, or will have upon issuance, voting power equal to 20% or more of the voting power outstanding before the issuance of such stock, (b) if such common stock is issued to a related party and the number of shares of common stock to be issued exceeds either one percent of the number of shares of common stock or one percent of the voting power outstanding before the issuance (or, if the related party is classified as such solely because such person is a substantial security holder and the issuance relates to sale of stock for cash at a price at least as great as each of the book and market value of the common stock, exceeds five percent of the number of shares of common stock or five percent of the voting power outstanding before the issuance) and (c) if such issuance will result in a change of control of the issuer.

 

Pursuant to the subscription agreements, we will issue (x) subscription shares to the subscription investors that will exceed 20% of the voting power outstanding before such issuances and (y) subscription shares to certain related parties that will exceed one percent of the number of ordinary shares and one percent of the voting power outstanding before the issuance. In addition, the issuance of shares of our voting ordinary shares to the subscription investors could be deemed to result in a change of control of One Madison. As a result, One Madison is required to obtain stockholder approval of such issuances pursuant to Rule 312.03 of the NYSE Listed Company Manual. Stockholder approval of the NYSE Proposal is also a condition to closing in the stock purchase agreement. See the section entitled “Proposal No. 2 – The NYSE Proposal” for additional information.

 

Q:Why is One Madison proposing the Domestication Proposal?

 

A:One Madison’s shareholders are also being asked to consider and vote upon a proposal to approve a change of One Madison’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, which is referred to as the “domestication.” The Domestication Proposal allows One Madison to re-domicile as a Delaware entity. We believe that the domestication would, among other things, provide legal, administrative, and other similar efficiencies; relocate our jurisdiction of organization to one that is the choice of domicile for many publicly traded corporations, as there is an abundance of case law to assist in interpreting the DGCL, and the Delaware legislature frequently updates the DGCL to reflect current technology and legal trends; and provide a favorable corporate environment which will help us compete more effectively with other publicly traded companies in raising capital and in attracting and retaining skilled and experienced personnel. Additionally, the domestication would avoid certain tax inefficiencies. See the section entitled “Proposal No. 3 – The Domestication Proposal,” for additional information.

  

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Q:How will the domestication affect my public shares, public warrants and units?

 

A:Upon the domestication, each of One Madison’s then issued and outstanding Class A ordinary shares, Class B ordinary shares and Class C ordinary shares will automatically convert by operation of law into one share of its Class A common stock, Class B common stock and Class C common stock, respectively, in accordance with the terms of the proposed charter. Similarly, all of One Madison’s outstanding warrants will become warrants to acquire shares of Class A common stock or Class C common stock, as applicable, and no other changes will be made to the terms of any outstanding warrants as a result of the domestication. In addition, the outstanding units of One Madison will become units of One Madison Delaware (each of which consisting of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock), and after the effectiveness of the domestication and in connection with the closing, each outstanding unit of One Madison Delaware will be separated into its component common stock and warrants.

 

Q:What amendments will be made to the existing organizational documents of One Madison?

 

A:In connection with the domestication, One Madison’s shareholders also are being asked to consider and vote upon a proposal to replace the existing organizational documents of One Madison under the Cayman Islands Companies Law with the proposed organizational documents of One Madison Delaware under the DGCL, which differ materially from the existing organizational documents in the following respects:

 

  Existing Organizational Documents   Proposed Organizational
Documents

Corporate Name

(Organizational Documents Proposal A)

 

The existing organizational documents provide the name of the company is “One Madison Corporation.”

 

See paragraph 1 of the existing organizational documents.

 

The proposed organizational documents provide the new name of the corporation to be “Ranpak Holdings Corp.”

 

See Article 1 of the proposed charter.

Exclusive Forum

(Organizational Documents Proposal A)

  The existing organizational documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.  

The proposed organizational documents adopt Delaware as the exclusive forum for certain stockholder litigation.

 

See Article 10 of the proposed charter.

Perpetual Existence

(Organizational Documents Proposal A)

 

The existing organizational documents provide that if we do not consummate a business combination (as defined in our existing organizational documents) by January 22, 2020, One Madison will cease all operations except for the purposes of winding-up, liquidation and dissolution and shall redeem the shares issued in our initial public offering and liquidate our trust account.

 

See Article 49.4 of the existing organizational documents.

  The proposed organizational documents contain the same provisions as the existing organizational documents with regard to the cessation of operations if we do not consummate a business combination by January 22, 2020. However, upon consummation of the business combination, such provisions will no longer apply and One Madison Delaware’s existence will be perpetual.

Provisions Related to Status as Blank Check Company

(Organizational Proposal A)

 

The existing organizational documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination.

 

See Article 49 of the existing organizational documents.

  The proposed organizational documents include provisions related to our status as a blank check company prior to the consummation of a business combination. However, upon consummation of the business combination, such provisions will no longer apply, as One Madison Delaware will cease to be a blank check company at such time.

  

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    Existing Organizational
Documents
  Proposed Organizational
Documents

Classified Board of Directors

(Organizational Documents Proposal B)

  The existing organizational documents do not provide for a classified board of directors.  

The proposed organizational documents provide that the board of directors of One Madison Delaware will be divided into three classes, with each class generally serving for a term of three years and only one class of directors being elected in each year and to make certain related changes.

 

See Article 6(C) of the proposed charter and Section 3.02 of the proposed bylaws.

Removal for Cause

(Organizational Documents Proposal C)

 

The existing organizational documents provide that any director may be removed from office by an ordinary resolution of the holders of the Class B ordinary shares.

 

See Article 29 of the existing organizational documents.

 

The proposed organizational documents provide that any or all of One Madison Delaware’s board of directors may be removed from office at any time, but only for cause and only by the affirmative vote of not less than a majority of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

 

See Article 6(E) of the proposed charter and Section 3.13 of the proposed bylaws.

Advance Notice of Shareholder Nominations

(Organizational Documents Proposal D)

  The existing organizational documents do not provide for advance notice procedures with regard to the nomination by shareholders of candidates for election to the board of directors.  

The proposed bylaws provide that a shareholder must provide notice to the Secretary of any nominations of persons for election to the board of directors not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s annual meeting of stockholders, subject to certain exceptions set forth in the proposed organizational documents.

 

See Section 2.10 of the proposed bylaws.

Ability of Stockholder to Call a Special Meeting

(Organizational Documents Proposal E)

 

The existing organizational documents provide that the board of directors shall, on a shareholder’s request, proceed to convene an extraordinary general meeting of One Madison, provided that the requesting shareholder holds not less than 30% in par value of the issued shares entitled to vote at a general meeting.

 

See Article 20.3 of the existing organizational documents.

 

The proposed bylaws do not permit the stockholders of One Madison Delaware to call a special meeting.

 

See Article 7(B) of the proposed charter and Section 2.03 of the proposed bylaws.

Action by Written Consent

(Organizational Documents Proposal F)

 

The existing organizational documents provide that a resolution in writing signed by all the shareholders entitled to vote at general meetings shall be as valid and effective as if the same had been passed at a duly convened and held general meeting.

 

See Article 22.3 of the existing organizational documents.

 

The proposed organizational documents provide that, subject to the rights of the holders of any class or series of preferred stock then outstanding, any action required or permitted to be taken by One Madison Delaware’s stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

 

See Article 7(C) of the proposed charter and Section 2.07 of the proposed bylaws.

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Q:What happens if I sell my ordinary shares before the general meeting?

 

A:The record date for the general meeting is earlier than the date that the business combination is expected to be completed. If you transfer your ordinary shares after the record date, but before the general meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the general meeting. However, you will not be able to seek redemption of your ordinary shares because you will no longer be able to deliver them for cancellation upon consummation of the business combination in accordance with the provisions described herein. If you transfer your ordinary shares prior to the record date, you will have no right to vote those shares at the general meeting or have those shares redeemed for a pro rata portion of the proceeds held in the trust account.

 

Q:What vote is required to approve the Proposals presented at the general meeting?

 

A:The Business Combination Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of not less than a majority of the ordinary shares as of the record date that are present and vote at the general meeting. Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The election of each director nominee must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of not less than a majority of the outstanding Class B ordinary shares as of the record date that are present and vote at the general meeting. Approval of the Organizational Documents Proposals and the Domestication Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the ordinary shares as of the record date that are present and vote at the general meeting.

 

Q:May the Sponsor, directors, officers, advisors or their affiliates purchase public shares or warrants prior to or in connection with the business combination?

 

A:Prior to or in connection with the business combination, our Sponsor, directors, officers, or advisors or their respective affiliates may purchase public shares or warrants. None of our Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if prohibited during a restricted period under Regulation M under the Exchange Act. Such purchases of public shares may be in privately negotiated transactions with shareholders who would have otherwise elected to have their public shares redeemed in connection with the business combination. In the event that our Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders may be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases of public shares may be effected at purchase prices that are below or in excess of the per share pro rata portion of the trust account.

  

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Q:How many votes do I have at the general meeting?

 

A:One Madison’s shareholders are entitled to one vote at the general meeting for each ordinary share held of record as of          , 2019, the record date for the general meeting (the “record date”). As of the close of business on the record date, there were a combined 41,250,000 outstanding ordinary shares, of which, pursuant to its forward purchase agreement, one of the anchor investors has waived its right to vote any of its 398,936 Class B ordinary shares on any matter for so long as such shares are held by such anchor investor or any of its controlled affiliates.

 

Q:What constitutes a quorum at the general meeting?

 

A:Holders of a majority of the issued shares entitled to vote at the general meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the general meeting. As of the record date for the general meeting, 20,625,001 ordinary shares, in the aggregate, would be required to achieve a quorum.

 

Q:How will One Madison’s Sponsor, directors, officers and the equity financing investors vote?

 

A:In connection with the IPO, we entered into an agreement with our Sponsor and each of our directors and officers, pursuant to which each agreed to vote any ordinary shares owned by them in favor of the Business Combination Proposal and the NYSE Proposal. In addition, pursuant to the equity financing agreements and the voting agreement, the equity financing investors have also agreed to vote ordinary shares owned by them in favor of the Business Combination Proposal and the NYSE Proposal. Currently, shareholders that have agreed to vote ordinary shares owned by them in favor of the Business Combination Proposal and the NYSE Proposal own approximately 36% of our issued and outstanding ordinary shares, in the aggregate, including the founder shares and the shares held by the BSOF entities. See the section entitled “The Business Combination – Related Agreements – Amended and Restated Voting Agreement.”

 

Q:What interests do the current officers and directors have in the business combination?

 

A:In considering the recommendation of our board of directors to vote in favor of the business combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination and in recommending to shareholders that they approve the business combination. Shareholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

 

the fact that 6,272,000 founder shares held by our Sponsor, for which it paid approximately $18,180, will convert on a one-for-one basis, into 6,272,000 Class A ordinary shares (or Class C ordinary shares, at the election of the Sponsor) upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares or Class C ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares or Class C ordinary shares are issued by us in connection with or in relation to the consummation of the business combination), and such shares, if unrestricted and freely tradable would be valued at approximately $          , based on the closing price of our Class A ordinary shares on the NYSE on          , 2019;

 

the fact that our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by January 22, 2020;

 

the fact that certain of our officers and directors have loaned amounts to One Madison pursuant to the working capital promissory note for One Madison to use to pay working capital expenses, including expenses incurred in connection with the business combination, which amounts are to be repaid in connection with the closing and if the business combination does not close, there may be insufficient assets outside the trust account to satisfy such loans in full;

  

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the fact that in connection with the IPO, we entered into the forward purchase agreements with the anchor investors, which include certain of our and our Sponsor’s directors, officers and employees, which provide for the purchase by the anchor investors of an aggregate of 15,000,000 Class A ordinary shares or Class C ordinary shares, plus an aggregate of 5,000,000 forward purchase warrants (subject to reallocation as provided in the reallocation agreement), for an aggregate purchase price of  $10.00 per ordinary share, in a private placement to occur immediately prior to the closing;

 

the fact that in connection with the business combination, we entered into the subscription agreements with the subscription investors, which include certain of our and our Sponsor’s directors, officers and employees, which provide for the purchase by the subscription investors of an aggregate of 14,200,000 Class A ordinary shares or Class C ordinary shares (plus forward purchase warrants reallocated pursuant to the reallocation agreement), for an aggregate purchase price of  $10.00 per ordinary share, in a private placement to occur immediately prior to the closing;

 

the fact that the equity financing investors, which include certain officers and directors of One Madison, own 3,750,000 founder shares, which will convert on a one-for-one basis, into 3,750,000 Class A ordinary shares (or Class C ordinary shares, at the election of the holder) upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares or Class C ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares or Class C ordinary shares are issued by us in connection with or in relation to the consummation of the business combination), and such shares, if unrestricted and freely tradable would be valued at approximately $           , based on the closing price of our Class A ordinary shares on          , 2019;

 

the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if One Madison fails to complete an initial business combination by January 22, 2020;

 

the fact that certain of our and our Sponsor’s directors, officers and employees, own founder shares, which will convert into ordinary shares upon the closing;

 

the fact that if the trust account is liquidated, including in the event One Madison is unable to complete an initial business combination by January 22, 2020, our Sponsor has agreed that it will be liable to One Madison if and to the extent any claims by a vendor for services rendered or products sold to One Madison, or a prospective target business with which One Madison has entered into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”);

 

the continuation of our current directors and officers as directors and officers of One Madison;

 

the continued indemnification of One Madison’s current directors and officers and the continuation of One Madison’s directors’ and officers’ liability insurance after the business combination;

 

the fact that our Sponsor, officers and directors were not permitted to participate in the formation of, or become a director or officer of, any other blank check company until we entered into a definitive agreement regarding an initial business combination or failed to complete an initial business combination by January 22, 2020; and

 

the fact that our Sponsor, officers and directors will not be reimbursed for any out-of-pocket expenses from any amounts held in the trust account if an initial business combination is not consummated by January 22, 2020.

  

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Q:What happens if the business combination is not completed?

 

A:Under our existing organizational documents, if the business combination is not completed and we do not otherwise consummate an alternative initial business combination by January 22, 2020, we will be required to liquidate and dissolve the trust account by returning the then-remaining funds in such account to our public shareholders.

 

Q:Do I have redemption rights?

 

A:Pursuant to our existing organizational documents, we are providing public shareholders with the opportunity to have their public shares redeemed at the closing at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the closing, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described in this proxy statement/prospectus. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of December 31, 2018 of approximately $305,118,446, the estimated per share redemption price would have been approximately $10.17. Our existing organizational documents provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the public shares, without One Madison’s prior consent. There will be no redemption rights with respect to our warrants. The holders of our founder shares have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and, with respect to the holders of our founder shares other than the anchor investors and the BSOF entities, any public shares they may have acquired after our IPO in connection with the completion of the business combination. The BSOF entities have also agreed to waive their redemption rights with respect to 4,000,000 Class A ordinary shares in the aggregate owned by the BSOF entities. The other members of our management team have entered into agreements similar to the one entered into by our Sponsor with respect to any public shares acquired by them since our IPO. The founder shares are excluded from the pro rata calculation used to determine the per share redemption price.

 

Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of income taxes payable) in connection with the liquidation of the trust account or if we subsequently complete a different business combination on or prior to January 22, 2020, and such shares are tendered for redemption in connection with such different business combination.

 

Pursuant to our existing organizational documents, we are required to pay the redemption price to public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price.

 

Q:Will how I vote affect my ability to exercise redemption rights?

 

A:No. You may exercise your redemption rights whether you vote your ordinary shares for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the business combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

 

Q:How do I exercise my redemption rights?

 

A:In order to exercise your redemption rights, you must (i) if you hold your ordinary shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares, and (ii) prior to          , local time, on          , 2019 (two (2) business days before the general meeting), tender your shares electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

  

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

 

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Your written request should include a certification that you are not acting in concert or as a partnership, syndicate, or other “group” (as defined in Section 13 of the Exchange Act) with any other shareholder with respect to ordinary shares. A public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the public shares, without One Madison’s prior consent. There will be no redemption rights with respect to our warrants.

 

Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares delivered electronically in order to exercise their redemption rights. Holders of outstanding units of One Madison must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using the Depository Trust & Clearing Corporation (“DTCC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the business combination. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares. You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

 

Q:What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:A U.S. Holder (as defined in “U.S. Federal Income Tax Considerations” below) of ordinary shares or common stock as the case may be, that exercises its redemption rights to receive cash from the trust account in exchange for such ordinary shares or common stock may (subject to the application of the PFIC rules) be treated as selling such ordinary shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares or common stock, as the case may be, that a U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the sections entitled “U.S. Federal Income Tax Considerations – Tax Consequences of the Ownership and Disposition of One Madison Ordinary Shares and Warrants if the Domestication Does Not Occur – Redemption of Ordinary Shares” and “U.S. Federal Income Tax Considerations – Tax Consequences of a Redemption of One Madison Delaware Common Stock.”

 

Additionally, because the domestication will occur (if it is approved) prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the PFIC rules as a result of the domestication. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

  

24

 

If the domestication occurs, a Non-U.S. Holder (as defined in “U.S. Federal Income Tax Considerations” below) of One Madison Delaware common stock that exercises its redemption rights to receive cash from the trust account in exchange for such common stock, like a U.S. Holder, will also generally be treated as selling such common stock. Gain recognized by a Non-U.S. Holder in connection with a redemption generally will not be subject to U.S. federal income tax unless certain exceptions apply. However, as with U.S. Holders, a redemption by a Non-U.S. Holder may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of common stock that a Non-U.S. Holder owns or is deemed to own (including through the ownership of warrants). Any portion of such distribution that constitutes a dividend for U.S. federal income tax purposes will generally be subject to withholding tax at a rate of 30% of the gross amount of the dividend (unless such Non-U.S. Holder establishes that they are eligible for a reduced rate of withholding tax under an applicable income tax treaty or certain other exceptions apply).

 

Because the determination as to whether a redemption is treated as a sale or a distribution is dependent on matters of fact, withholding agents may presume, for withholding purposes, that all amounts paid to Non-U.S. Holders in connection with a redemption are treated as distributions in respect of such Non-U.S. Holder’s shares of One Madison Delaware common stock. Accordingly, a Non-U.S. Holder should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to a Non-U.S. Holder pursuant to a redemption at a rate of 30% unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a Non-U.S. Holder, see the section entitled “U.S. Federal Income Tax Considerations – Tax Consequences of a Redemption of One Madison Delaware Common Stock.”

 

Q:What are the U.S. federal income tax consequences of the Domestication Proposal?

 

A:The domestication should constitute a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the domestication so qualifies, the following summarizes the consequences to U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) of the domestication:

 

Subject to the discussion below concerning passive foreign investment companies (“PFICs”), a U.S. Holder of One Madison ordinary shares whose ordinary shares have a fair market value of less than $50,000 on the date of the domestication and does not own actually and constructively 10% or more (by vote or value) of One Madison (a “10% shareholder”) will not recognize any gain or loss and will not be required to include any part of One Madison’s earnings in income.

 

Subject to the discussion below concerning PFICs, a U.S. Holder of One Madison ordinary shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% shareholder will generally recognize gain (but not loss) on the deemed receipt of One Madison Delaware common stock in the domestication. As an alternative to recognizing gain as a result of the domestication, such U.S. Holders may file an election to include in income, as a dividend, the “all earnings and profits amount” (as defined in the regulations promulgated under the code (the “Treasury Regulations”) under Section 367) attributable to its One Madison ordinary shares provided certain other requirements are satisfied.

 

Subject to the discussion below concerning PFICs, a U.S. Holder of One Madison ordinary shares who on the date of the domestication is a 10% shareholder will generally be required to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its One Madison ordinary shares provided certain other requirements are satisfied.

 

As discussed further under “U.S. Federal Income Tax Considerations” below, One Madison believes that it is (and has been) treated as a PFIC for U.S. federal income tax purposes. In the event that One Madison is (or in some cases has been) treated as a PFIC, notwithstanding the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the domestication unless the U.S. Holder makes (or has made) certain elections discussed further under “U.S. Federal Income Tax Considerations – The Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed regulations will be finalized and whether, in what form, and with what effective date, other final Treasury Regulations under Section 1291(f) of the Code will be adopted. Further, it is not clear how any such regulations would apply to the warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see the section entitled “U.S. Federal Income Tax Considerations.” Each U.S. Holder of One Madison ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules to the exchange of One Madison shares for one Madison Delaware shares and One Madison warrants for a One Madison Delaware warrant pursuant to the domestication.

  

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Additionally, the domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. Holder’s One Madison Delaware common stock subsequent to the domestication.

 

The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the domestication, see the section entitled “U.S. Federal Income Tax Considerations.”

 

Q:If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

 

A:No. The holders of our warrants have no redemption rights with respect to our warrants.

 

Q:Do I have appraisal rights if I object to the business combination?

 

A:No. There are no appraisal rights available to holders of ordinary shares in connection with the business combination under the Cayman Islands Companies Law or the DGCL.

 

Q:Do I have appraisal rights in connection with the Domestication Proposal?

 

A:No. There are no appraisal rights available to holders of ordinary shares in connection with the Domestication Proposal under the Cayman Islands Companies Law or the DGCL.

 

Q:What happens to the funds deposited in the trust account after consummation of the business combination?

 

A:If the Business Combination Proposal is approved, One Madison intends to use a portion of the funds held in the trust account to pay (i) tax obligations and deferred underwriting commissions from the IPO and (ii) for any redemptions of public shares. The remaining balance in the trust account, together with proceeds received from the financing will be used to finance the consideration payable in the business combination and the costs and expenses incurred in connection therewith, with the remaining balance used for working capital purposes. See the section entitled “The Business Combination” for additional information.

 

Q:What happens if the business combination is not consummated or is terminated?

 

A:There are certain circumstances under which the stock purchase agreement may be terminated. See the section entitled “The Business Combination – The Stock Purchase Agreement – Termination” for additional information regarding the parties’ specific termination rights. In accordance with our existing organizational documents, if an initial business combination is not consummated by January 22, 2020, One Madison will (i) cease all operations except for the purpose of winding-up, liquidation and dissolution; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the proceeds then on deposit in the trust account, including interest earned on the trust account and not previously released to One Madison to pay income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders of One Madison (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of One Madison’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

  

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One Madison expects that the amount of any distribution its public shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the business combination, subject in each case to One Madison’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Holders of our founder shares have waived any right to any liquidating distributions with respect to those shares.

 

In the event of liquidation, there will be no distribution with respect to One Madison’s outstanding warrants. Accordingly, the warrants will expire worthless.

 

Q:When is the business combination expected to be consummated?

 

A:It is currently anticipated that the business combination will be consummated as promptly as possible following the general meeting of One Madison shareholders to be held on          , 2019, provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the business combination have been satisfied or waived. The closing is subject to certain regulatory approvals, including under the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder (the “HSR Act”), and as a result, may be subject to substantial delay. The stock purchase agreement may be terminated and the business combination and the other transactions contemplated thereby may be abandoned at any time prior to the closing by written notice to One Madison from Seller if the approval of One Madison’s shareholders in respect of the Business Combination Proposal and the NYSE Proposal is not obtained at the One Madison general meeting (unless the One Madison general meeting is adjourned due to select circumstances, in which case Seller will have the ability to terminate the stock purchase agreement if the approval of One Madison’s shareholders in respect of such Proposals is not obtained at the One Madison general meeting within ten (10) calendar days following the dissemination of any supplement or amendment to this proxy statement/prospectus). For a description of the conditions for the completion of the business combination, see the section entitled “The Business Combination – The Stock Purchase Agreement – Conditions to Closing of the Business Combination” beginning on page 86.

 

Q:What do I need to do now?

 

A:You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including “Risk Factors” and the annexes, and the documents incorporated by reference herein, and to consider how the business combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:How do I vote?

 

A:If you were a holder of record of ordinary shares on          , 2019, the record date for the general meeting of One Madison shareholders, you may vote with respect to the Proposals in person at the general meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker, bank or nominee. Abstentions will have the effect of a vote against the NYSE Proposal and the Incentive Plan Proposal but will not be treated as shares voted and therefore will not have any effect with respect to any other Proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Proposals. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Business Combination Proposal and the Domestication Proposal.

  

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Q:What will happen if I abstain from voting or fail to vote at the general meeting?

 

A:At the general meeting, One Madison will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will count as a vote against the NYSE Proposal and the Incentive Plan Proposal but will have no effect on any of the other Proposals.

 

Q:What will happen if I sign and submit my proxy card without indicating how I wish to vote?

 

A:Signed and dated proxies received by One Madison without an indication of how the shareholder intends to vote on a Proposal will be voted “FOR” each director nominee and Proposal presented to the shareholders.

 

Q:If I am not going to attend the general meeting in person, should I submit my proxy card instead?

 

A:Yes. Whether you plan to attend the general meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:What is a broker non-vote?

 

A:Generally, a broker non-vote occurs when a bank, broker, custodian or other record holder that holds shares in “street name” is precluded from exercising voting discretion on a particular proposal because (i) the beneficial owner has not instructed the bank, broker, custodian or other record holder how to vote, and (ii) the bank, broker, custodian, or other record holder lacks discretionary voting power to vote such shares. Absent specific voting instructions from the beneficial owners of such shares, a bank, broker, custodian or other record holder does not have discretionary voting power with respect to the approval of “non-routine” matters, such as the Business Combination Proposal and the Domestication Proposal.

 

Q:If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

 

Q:May I change my vote after I have submitted my executed proxy card?

 

A:Yes. You may change your vote by sending a later-dated, signed proxy card to One Madison’s secretary at the address listed below so that it is received by our secretary prior to the general meeting or attend the general meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to One Madison’s secretary, which must be received prior to the general meeting.

 

Q:What should I do if I receive more than one set of voting materials?

 

A:You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

  

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Q:Who can help answer my questions?

 

A:If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

 

One Madison Corporation
3 East 28th Street, 8th Floor
New York, NY 10016
Attention: Secretary

 

You may also contact our proxy solicitor at:          


Morrow Sodali LLC

470 West Avenue

Stamford CT 06902
Telephone: (800) 662-5200
(banks and brokers call collect at (203) 658-9400)
Email: OMAD.info@morrowsodali.com

 

To obtain timely delivery, our shareholders must request the materials no later than five (5) business days prior to the general meeting.

 

You may also obtain additional information about One Madison from documents filed with the United States Securities and Exchange Commission (the “SEC”) by following the instructions in the section entitled “Where You Can Find Additional Information; Incorporation by Reference.”

 

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares electronically to our transfer agent at least two business days prior to the general meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

 

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

 

Q:Who will solicit and pay the cost of soliciting proxies?

 

A: One Madison will pay the cost of soliciting proxies for the general meeting. One Madison has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the general meeting. One Madison has agreed to pay Morrow a fee of $30,000, plus disbursements. One Madison will reimburse Morrow for reasonable out-of-pocket losses, damages and expenses. One Madison will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of ordinary shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

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Summary of the Proxy Statement/Prospectus

 

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the business combination and the Proposals to be considered at the general meeting, you should read this entire proxy statement/prospectus carefully, including the annexes and the documents incorporated by reference herein. See also the section entitled “Where You Can Find Additional Information; Incorporation by Reference.”

 

Parties to the Business Combination

 

One Madison

 

One Madison is a blank check company incorporated on July 13, 2017 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

Our units, Class A ordinary shares and warrants are currently listed on the NYSE under the symbol “OMAD.U,” “OMAD” and “OMAD.WS,” respectively. The units commenced public trading on January 18, 2018 and the Class A ordinary shares and warrants commenced public trading on February 26, 2018. Upon the closing, we intend to change our name from “One Madison Corporation” to “Ranpak Holdings Corp.”, and we intend to apply to continue the listing of our Class A common stock and warrants on NYSE under the symbols “PACK” and “PACK.WS” respectively. Our units will not be traded following the closing.

 

The mailing address of One Madison’s principal executive office is 3 East 28th Street, 8th Floor, New York, NY 10016. Its telephone number is (212) 763-0930. One Madison’s corporate website address is www.onemadisoncorp.com. One Madison’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

 

Seller

 

Rack Holdings L.P., a Delaware limited partnership, is the parent of Rack Holdings Inc. The mailing address of Seller’s principal executive office is 7990 Auburn Road, Concord Township, OH 44077. Its telephone number is (440) 354-4445.

 

Rack Holdings

 

Rack Holdings, through its wholly-owned subsidiary Ranpak, is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-commerce and industrial supply chains.  Rack Holdings delivers high quality protective packaging solutions, while maintaining its commitment to environmental sustainability.  Rack Holdings’ protective packaging systems are designed to be flexible and responsive to the needs of its end users, including the businesses it serves through its extensive network of distributors and directly to select end-users. These protective packaging solutions, which include the accompanying paper consumables, fall into four broad categories:  void-fill, cushioning, wrapping, and end-of-line automation.  Rack Holdings serves an array of end markets including e-commerce, the automotive aftermarket, IT/electronics, machinery/manufacturing, home goods, pharmaceuticals, and others.

 

The mailing address of Rack Holdings’ principal executive office is 7990 Auburn Road, Concord Township, OH 44077. Its telephone number is (440) 354-4445. Rack Holdings’ corporate website address is www.ranpak.com. Rack Holdings’ website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

 

The Business Combination

 

On December 12, 2018, we entered into the stock purchase agreement with Seller and Rack Holdings, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, One Madison will acquire all of the issued and outstanding equity interests of Rack Holdings from Seller.

  

 

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Pursuant to the stock purchase agreement, One Madison will pay an aggregate purchase price of $950,000,000 in cash, subject to adjustment, in consideration for the acquisition of all of the issued and outstanding equity interests of Rack Holdings from Seller. Financing for the business combination and for related transaction expenses will consist of (i) $300,000,000 of proceeds from the IPO and certain related transactions on deposit in the trust account (plus any interest income accrued thereon since the IPO), net of any redemptions of One Madison’s ordinary shares in connection with the shareholder vote to be held at the general meeting, (ii) $150,000,000 of proceeds from the purchase by the anchor investors pursuant to the forward purchase agreements entered into in connection with the IPO, (iii) $142,000,000 of proceeds from the purchase by the subscription investors pursuant to the subscription agreements entered into in connection with the entry into the stock purchase agreement and (iv) up to $489,175,000 of dollar-denominated senior secured term loan credit facilities and €140,000,000 of a euro-denominated senior secured term loan credit facility, in each case provided by Goldman Sachs Merchant Banking Division, each as described more fully in this proxy statement/prospectus.

 

At the closing, Rack Holdings will become an indirect wholly owned subsidiary of One Madison. For more information about the stock purchase agreement and the business combination, see the section entitled “The Business Combination.”

 

Conditions to the Closing

 

Conditions to Obligations of One Madison and Seller to Consummate the Business Combination

 

The obligations of One Madison and Seller to consummate, or cause to be consummated, the business combination are subject to the satisfaction at or prior to the closing of the following conditions, any one or more of which may be waived (if legally permitted) in writing by One Madison and Seller:

 

the approval of the Business Combination Proposal and the NYSE Proposal by One Madison’s shareholders pursuant to this proxy statement/prospectus must have been obtained;

 

all necessary permits, approvals, clearances, and consents of or filings with any regulatory consent authorities must have been procured or made, as applicable; and

 

there must not be in force any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the business combination.

 

On January 22, 2019, the waiting period under the HSR Act expired.

 

Conditions to Seller’s Obligations to Consummate the Business Combination

 

The obligation of Seller to consummate the business combination is subject to the satisfaction at or prior to the closing of the following additional conditions, any one or more of which may be waived (if legally permitted) in writing by Seller:

 

the representations and warranties of One Madison set forth in the stock purchase agreement (without giving effect to any materiality qualification therein) must be true and correct in all respects as of the date of the stock purchase agreement and as of the date of the closing, as if made anew at and as of such time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties must be true and correct at and as of such date, except for, in each case, any inaccuracy or omission that would not reasonably be expected to materially adversely affect the ability of One Madison to consummate the business combination;

 

each of the covenants of One Madison to be performed as of or prior to the date of closing must have been performed in all material respects; and

 

Seller must receive a certificate signed by an officer of One Madison, dated the date of closing, certifying that, to the knowledge and belief of such officer, the preceding two bullets above have been satisfied.

  

 

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Conditions to One Madison’s Obligations to Consummate the Business Combination

 

The obligation of One Madison to consummate, or cause to be consummated, the business combination is subject to the satisfaction of the following additional conditions, any one or more of which may be waived (if legally permitted) in writing by One Madison:

 

the representations and warranties of Seller and Rack Holdings set forth in the stock purchase agreement (without giving effect to any Material Adverse Effect or similar materiality qualification therein), other than the representations and warranties related to corporate organization, due authorization, no conflicts, ownership of shares, subsidiaries, capitalization, brokers’ fees and no Material Adverse Effect must be true and correct as of the date of closing, as if made anew at and as of that time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties must be true and correct at and as of such date, except for, in each case, any inaccuracy or omission that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

 

the representations and warranties of Rack Holdings set forth in the stock purchase agreement related to no Material Adverse Effect must be true and correct in all respects as of the date that they expressly speak;

 

each of the representations and warranties of Seller and Rack Holdings set forth in the stock purchase agreement related to corporate organization, due authorization, no conflicts, ownership of shares, subsidiaries, capitalization and brokers’ fees (without giving effect to any Material Adverse Effect or similar materiality qualification therein) must be true and correct in all material respects as of the date of closing, as if made anew at and as of that time (except to the extent that any such representation and warranty speaks expressly as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);

 

each of the covenants of Seller to be performed as of or prior to the closing must have been performed in all material respects;

 

since December 12, 2018, there must not have occurred any event, change, occurrence, effect, development, condition, circumstance, state of facts or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and

 

One Madison must have received a certificate signed by an officer of Seller, dated the date of closing, certifying that, to the knowledge and belief of such officer, the conditions described in the preceding five bullets above have been fulfilled.

 

Other Agreements

 

The following agreements were entered into in connection with the business combination, the stock purchase agreement and the other transactions contemplated thereby:

 

Consent of Forward Contract Parties

 

Concurrently with the execution of the stock purchase agreement, One Madison entered into a consent (the “FPA consent”) with parties to the forward purchase agreements, dated October 5, 2017 and amended on December 15, 2017 and January 5, 2018, that have committed to purchase substantially all of the forward purchase shares pursuant to which, among other things, the consenting forward purchase agreement parties (i) consented to the entry into the stock purchase agreement (subject to the provisions of the forward purchase agreements that One Madison seek the consent of the parties to the forward purchase agreements prior to amending the stock purchase agreement, to the extent required thereunder), (ii) waived any notice requirement and right to participate in the issuance of equity securities in connection with the subscription agreements, (iii) agreed that such parties did not have any right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the trust account, and irrevocably waived any Claim to, or to any monies in, the trust account that such party may have in the future, and (iv) received the right to purchase (x) a number of Class A ordinary shares in lieu of an equal number of Class C ordinary shares set forth on the signature page to the forward purchase agreements, as applicable or (y) a number of Class C ordinary shares in lieu of an equal number of Class A ordinary shares set forth on the signature pages to the forward purchase agreements, as applicable.

 

See the section entitled “The Business Combination – Related Agreements – Consent of Forward Contract Parties.”

  

 

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Subscription Agreements

 

In order to finance a portion of the stock purchase agreement consideration and the costs and expenses incurred in connection therewith, One Madison entered into the subscription agreements with certain equity financing investors concurrently with the execution of the stock purchase agreement, providing for the commitments of such equity financing investors to purchase an aggregate of  14,200,000 shares of One Madison’s Class A ordinary shares, or Class C ordinary shares, for $10.00 per share, for an aggregate purchase price of $142,000,000. Such equity financing investors were granted customary demand and piggyback registration rights on either (i) the same terms negotiated in connection with the forward purchase agreement to which they were a party (if applicable) or (ii) the terms of the registration rights set forth in an exhibit to the applicable subscription agreement to the extent such party did not have existing registration rights for other One Madison securities held by it at the effective time of such subscription agreement. Subject to satisfaction of certain conditions in the subscription agreements, the equity financing investors party to the subscription agreements agreed to vote any Class A ordinary shares owned by such parties in favor of any shareholder approvals sought by One Madison in connection with the business combination.

 

See the section entitled “The Business Combination – Related Agreements – Subscription Agreements.”

 

Amended and Restated Voting Agreement

 

Concurrently with the execution of the stock purchase agreement, One Madison and the BSOF entities entered into the voting agreement, pursuant to which the BSOF entities, holders of 4,000,000 Class A ordinary shares in the aggregate, agreed to vote all such Class A ordinary shares in favor of any shareholder approvals sought by One Madison in connection with the business combination and not to exercise any right of redemption in respect of such Class A ordinary shares. The voting agreement generally prohibits the BSOF entities from transferring their shares prior to the termination of such agreement without the prior written consent of One Madison, unless as a condition to such transfer, the transferee agrees to be bound by the provisions of the voting agreement with respect to the applicable Class A ordinary shares. In addition, the voting agreement provides the BSOF entities with a consent right over material amendments to the stock purchase agreement. In the event One Madison proposes to enter into a material amendment to the stock purchase agreement, One Madison is required to deliver a detailed description of such amendment to the BSOF entities. The BSOF entities will then have ten (10) business days to consent to such material amendment. In the event the BSOF entities do not respond to the consent request, the BSOF entities will be deemed to have consented to the amendment to the stock purchase agreement. The BSOF entities agreed that such parties did not have any Claim to, or to any monies in, the trust account, and irrevocably waived any Claim to, or to any monies in, the trust account that such party may have in the future. Finally, pursuant to the voting agreement, the BSOF entities waived any notice requirement and right to participate in the issuance of equity securities pursuant to the subscription agreements.

 

See the section entitled “The Business Combination – Related Agreements – Amended and Restated Voting Agreement.”

 

Forward Purchase Agreement Assignment and Assumption Agreement

 

Concurrently with the execution of the stock purchase agreement, the Assignor entered into the FPA assignment and assumption agreement with Gerard Griffin, pursuant to which the Assignor, on the terms and subject to the conditions set forth therein, (i) assigned to Mr. Griffin the right and obligation to acquire 350,000 Class A ordinary shares and 116,677 warrants to purchase Class A ordinary shares under the terms of the Assignor’s forward purchase agreement and (ii) sold to Mr. Griffin 87,500 Class B ordinary shares at the same price per share at which the Assignor purchased such Class B ordinary shares from One Madison. The assignment contemplated by the FPA Assignment and Assumption Agreement does not relieve the Assignor of his obligations with respect to the portion of the forward purchase agreement commitment assigned thereunder. Mr. Griffin agreed to waive any Claim in or to any distributions by One Madison from the trust account and agreed not to seek recourse against the trust account for any reason whatsoever. Finally, Mr. Griffin acknowledged and agreed to the transfer restrictions on the Class B ordinary shares under the FPA pursuant to which the Assignor acquired the Class B ordinary shares from One Madison.

 

See the section entitled “The Business Combination – Related Agreements – Forward Purchase Agreement Assignment and Assumption Agreement.”

  

 

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Working Capital Promissory Note

 

Concurrently with the execution of the stock purchase agreement, One Madison issued the working capital promissory note to certain of the sources of equity financing for the business combination under the forward purchase agreements and the subscription agreements in exchange for $4,000,000 of financing to be used for the payment of working capital expenses, including expenses incurred in connection with the business combination. The note is non-interest bearing, unsecured and due on the earliest of (i) the consummation of One Madison’s initial business combination, (ii) 30 days after the date on which the stock purchase agreement is terminated in accordance with its terms and (iii) September 12, 2019. Each funding source acknowledged that the trust account is for the benefit of One Madison’s public shareholders and waived any Claim in or to any monies held in the trust account, or any other asset of One Madison as a result of any liquidation of One Madison, except for the redemption and liquidation rights such party may have in respect of Class A ordinary shares held by it, if any.

 

See the section entitled “The Business Combination – Related Agreements – Working Capital Promissory Note.”

 

Reallocation Agreement

 

Concurrently with the execution of the stock purchase agreement, One Madison entered the reallocation agreement with the sources of equity financing for the business combination under the forward purchase agreements and the subscription agreements, pursuant to which the 3,750,000 Class B ordinary shares issued and the rights to acquire 5,000,000 warrants to purchase Class A ordinary shares arising under the forward purchase agreements were reallocated among all equity financing investors pro rata based on the aggregate amount of equity financing provided by such equity financing investors under the forward purchase agreements and the subscription agreements. The holders of the Class B ordinary shares and warrants that were transferred pursuant to the reallocation agreement are entitled to registration rights for such securities consistent with those set forth in such party’s forward purchase agreement or subscription agreement, as applicable. In addition, the Class B ordinary shares owned by each party to the reallocation agreement following the reallocation are subject to the provisions in the forward purchase agreement relating to Class B ordinary shares, including with respect to the voting of, transfer and forfeiture and waiver of redemption rights with respect to such Class B ordinary shares, or, for the parties to the reallocation agreement that are not party to a forward purchase agreement, the provisions substantially similar to such forward purchase agreement provisions that are set forth on an exhibit to the reallocation agreement. The reallocation was effective as of the execution of the stock purchase agreement and reflected in One Madison’s register of members promptly thereafter.

 

See the section entitled “The Business Combination – Related Agreements – Reallocation Agreement.”

 

Debt Commitment Letter

 

In connection with the stock purchase agreement, One Madison entered into the debt commitment letter with the lenders, pursuant to which the lenders have committed to provide senior secured credit facilities subject to the conditions set forth in the debt commitment letter. The aggregate commitment consists of a $289,175,000 dollar-denominated first lien term facility, a €140,000,000 euro-denominated first lien term facility, a $45,000,000 revolving facility, a $100,000,000 first lien contingency term facility and a $100,000,000 second lien contingency term facility. One Madison has the ability to (x) bring in additional revolving lenders to provide up to $30,000,000 additional commitments under the revolving facility and (y) reduce the dollar-denominated first lien term facility and correspondingly increase the euro-denominated first lien term facility in an amount of up to €60,000,000. The obligations of the lenders to provide debt financing under the debt commitment letter are subject to a number of conditions.

 

See the section entitled “The Business Combination – Related Agreements – Debt Commitment Letter.”

  

 

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Class B Share Consent

 

Concurrently with the execution of the stock purchase agreement, shareholders holding more than two-thirds of One Madison’s Class B ordinary shares, par value $0.0001 per share, entered into the Class B share consent pursuant to which such shareholders, on behalf of themselves and all other holders of Class B ordinary shares, waived the anti-dilution protection benefiting the Class B ordinary shares under the terms of One Madison’s existing organizational documents with respect to (i) the Class A ordinary shares and Class C ordinary shares to be issued pursuant to the subscription agreements and (ii) any Class A ordinary shares or Class C ordinary shares to be issued by One Madison in connection with the exchange of any of One Madison’s outstanding private placement warrants. As such that, assuming no other equity securities that trigger anti-dilution protection are issued in connection with the business combination and assuming no redemption of Class A ordinary shares by One Madison’s shareholders, on the business day following the consummation of the business combination, each Class B ordinary share will convert into one Class A ordinary share or Class C ordinary share, as applicable.

 

See the section entitled “The Business Combination – Related Agreements – Class B Share Consent.”

 

Warrant Exchange Agreement

 

On March 27, 2019, One Madison entered into a warrant exchange agreement (the “warrant exchange agreement”) with certain of the anchor investors, pursuant to which 7,429,256 private placement warrants (out of 8,000,000 outstanding private placement warrants) will be deemed automatically cancelled in full and, in consideration therefor, One Madison will issue an aggregate of 742,926 Class A ordinary shares or Class C ordinary shares (at the election of the holder) on a private placement basis (the “warrant exchange) based upon an exchange ratio of 10 private placement warrants for one Class A ordinary share or Class C ordinary share, as applicable. The closing of the warrant exchange will occur immediately prior to, and subject to, the closing of the business combination.

 

See the section entitled “The Business Combination – Related Agreements – Warrant Exchange Agreement.”

 

Amended and Restated Registration Rights Agreement

 

Currently, our Sponsor, certain of our directors and officers, the BSOF entities and the equity financing investors have registration rights for certain of their respective securities of One Madison pursuant to the registration rights agreement, the strategic partnership agreement and the equity financing agreements, as applicable.

 

Pursuant to the registration rights agreement, the holders of the private placement warrants, the founder shares and the warrants that may be issued upon conversion of any working capital loans (and the ordinary shares underlying such warrants) are entitled to make up to three demands, excluding short form registration demands, that One Madison register such securities for sale under the Securities Act. In addition, the holders of such securities will have “piggy-back” registration rights to include their securities in other registration statements filed by One Madison subsequent to the consummation of the business combination.

 

Pursuant to the strategic partnership agreement and the equity financing agreements, we have agreed that we will use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination (and, with respect to clause (i)(B) below, within 30 days following announcement of the results of the shareholder vote relating to our initial business combination or the results of our offer to shareholders to redeem their ordinary shares in connection with our initial business combination (whichever is later), which we refer to as the “disclosure date”) a registration statement with the SEC for a secondary offering of (A) the forward purchase shares, the Class A ordinary shares and Class C ordinary shares underlying the forward purchase warrants, the subscription shares, and the equity financing investors’ and BSOF Entities’ founder shares, and (B) any other Class A ordinary shares or warrants acquired by the equity investors and the BSOF entities any time after we complete our initial business combination, (ii) to cause such registration statement to be declared effective promptly thereafter, but in no event later than 60 days after the closing or the disclosure date, as the case may be and (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the equity investors or the BSOF entities cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements, the strategic partnership agreement and the subscription agreements. One Madison will bear the cost of registering these securities.

 

The foregoing description of the registration rights currently in effect is not a complete description thereof and is qualified in its entirety by reference to the full text of the registration rights agreement, the strategic partnership agreement and the equity financing agreements, which are filed as exhibits to this proxy statement/prospectus and incorporated herein by reference.

 

Shared Services Agreement

 

In connection with the closing, One Madison will enter into a shared services agreement (the “shared services agreement”) with our Sponsor, pursuant to which our Sponsor may provide or cause to be provided to One Madison certain services from and after the closing. The shared services agreement provides for a broad array of potential services, including administrative and “back office” or corporate-type services. Costs incurred by our Sponsor in providing the shared services will be allocated to One Madison. Payment under the shared services agreement will be made on a quarterly basis, based on a good faith estimate of company expenses for each upcoming fiscal quarter, subject to a true-up for the actual expenses incurred by One Madison at the end of each such fiscal quarter.

 

See the section entitled “The Business Combination – Related Agreements – Shared Services Agreement.”

  

 

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Interests of Certain Persons in the Business Combination

 

In considering the recommendation of our board of directors to vote in favor of the business combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to shareholders that they approve the business combination. Shareholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

 

the fact that 6,272,000 founder shares held by our Sponsor, for which it paid approximately $18,180, will convert on a one-for-one basis, into 6,272,000 Class A ordinary shares (or Class C ordinary shares, at the election of the Sponsor) upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares or Class C ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares or Class C ordinary shares are issued by us in connection with or in relation to the consummation of the business combination), and such shares, if unrestricted and freely tradable would be valued at approximately $          , based on the closing price of our Class A ordinary shares on the NYSE on          , 2019;

   

the fact that our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by January 22, 2020;

 

the fact that certain of our officers and directors have loaned amounts to One Madison pursuant to the working capital promissory note for One Madison to use to pay working capital expenses, including expenses incurred in connection with the business combination, which amounts are to be repaid in connection with the closing and if the business combination does not close, there may be insufficient assets outside the trust account to satisfy such loans in full;

 

the fact that in connection with the IPO, we entered into the forward purchase agreements with the anchor investors, which include certain officers and directors of our Sponsor, which provide for the purchase by the anchor investors of an aggregate of 15,000,000 Class A ordinary shares or Class C ordinary shares, plus an aggregate of 5,000,000 forward purchase warrants (subject to reallocation as provided in the reallocation agreement), for an aggregate purchase price of  $10.00 per ordinary share, in a private placement to occur immediately prior to the closing;

 

the fact that in connection with the business combination, we entered into the subscription agreements with the subscription investors, which include certain officers and directors of One Madison, which provide for the purchase by the subscription investors of an aggregate of 14,200,000 Class A ordinary shares or Class C ordinary shares (plus forward purchase warrants reallocated pursuant to the reallocation agreement), for an aggregate purchase price of  $10.00 per ordinary share, in a private placement to occur immediately prior to the closing;

 

the fact that the equity financing investors, which include certain officers and directors of One Madison, own 3,750,000 founder shares, which will convert on a one-for-one basis, into 3,750,000 Class A ordinary shares (or Class C ordinary shares, at the election of the holder) upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares or Class C ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares or Class C ordinary shares are issued by us in connection with or in relation to the consummation of the business combination), and such shares, if unrestricted and freely tradable would be valued at approximately $           , based on the closing price of our Class A ordinary shares on          , 2019;

  

 

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the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if One Madison fails to complete an initial business combination by January 22, 2020;

 

the fact that if the trust account is liquidated, including in the event One Madison is unable to complete an initial business combination by January 22, 2020, our Sponsor has agreed that it will be liable to One Madison if and to the extent any claims by a vendor for services rendered or products sold to One Madison, or a prospective target business with which One Madison has entered into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

 

the continuation of our current directors and officers as directors and officers of One Madison;

 

the continued indemnification of One Madison’s current directors and officers and the continuation of One Madison’s directors’ and officers’ liability insurance after the business combination;

 

the fact that our Sponsor, officers and directors were not permitted to participate in the formation of, or become a director or officer of, any other blank check company until we entered into a definitive agreement regarding an initial business combination or failed to complete an initial business combination by January 22, 2020; and

 

the fact that our Sponsor, officers and directors will not be reimbursed for any out-of-pocket expenses from any amounts held in the trust account if an initial business combination is not consummated by January 22, 2020.

 

Reasons for Approval of the Business Combination

 

One Madison’s board of directors considered a wide variety of factors in connection with its evaluation of the business combination. In light of the complexity of those factors, One Madison’s board of directors, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of One Madison’s board of directors may have given different weight to different factors.

 

For a more complete description of One Madison’s reasons for the approval of the business combination and the recommendation of One Madison’s board of directors, see the section entitled “The Business Combination – One Madison’s Board of Directors’ Reasons for Approval of the Business Combination.”

 

Redemption Rights

 

Pursuant to our existing organizational documents, we are providing our public shareholders with the opportunity to have their public shares redeemed at the closing at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest (net of taxes payable), divided by the number of then outstanding public shares. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. For illustrative purposes, based on the fair value of marketable securities held in the trust account as of December 31, 2018 of approximately $305,118,446, the estimated per share redemption price would have been approximately $10.17. Public shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal. Our existing organizational documents provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the public shares, without One Madison’s prior consent. There will be no redemption rights with respect to our warrants. The holders of our founder shares have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and, with respect to the holders of our founder shares other than certain anchor investors, any public shares they may have acquired after our IPO in connection with the completion of the business combination. The other members of our management team have entered into agreements similar to the one entered into by our Sponsor with respect to any public shares acquired by them since our IPO. The founder shares are excluded from the pro rata calculation used to determine the per share redemption price.

  

 

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Pursuant to our existing organizational documents, we are required to pay the redemption price to public shareholders who properly exercise their redemption rights promptly following the closing. The closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the business combination.

 

Each redemption of public shares by our public shareholders will decrease the amount in our trust account, which held approximately $305,118,446 as of December 31, 2018. In no event will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “General Meeting of One Madison Shareholders – Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

 

Conversion of Founder Shares

 

Pursuant to the Class B share consent, shareholders holding more than two-thirds of the Class B ordinary shares, on behalf of themselves and all other holders of Class B ordinary shares, waived the anti-dilution protection benefiting the Class B ordinary shares under the terms of the charter with respect to (i) the Class A ordinary shares and Class C ordinary shares to be issued pursuant to the subscription agreements and (ii) any Class A ordinary shares or Class C ordinary shares to be issued by One Madison in connection with the exchange of any of One Madison’s outstanding private placement warrants. As such, assuming no redemptions of our public shares and assuming no other equity securities are issued in connection with the business combination, on the business day following the consummation of the business combination, each Class B ordinary share will convert into one Class A ordinary share or one Class C ordinary share, as applicable.

 

Impact of the Business Combination on One Madison’s Public Float

 

Assuming there are no redemptions of our public shares and that no additional shares are issued prior to completion of the business combination, it is anticipated that, upon completion of the business combination and related transactions, the ownership of One Madison by our public shareholders, JS Capital, Soros Capital, SFT (Delaware) Management, the BSOF entities and our Sponsor, officers and directors will be as follows:

 

The public shareholders (other than the BSOF entities) would own 26,000,000 shares, representing 36.5% of our total outstanding shares;

 

JS Capital would own 23,606,865 shares, representing 33.2% of our total outstanding shares;

 

Soros Capital would own 3,590,194 shares, representing 5.0% of our total outstanding shares;

 

SFT (Delaware) Management would own 2,921,099 shares, representing 4.1% of our total outstanding shares;

 

The BSOF entities would own 4,525,000 shares, representing 6.4% of our total outstanding shares;

 

Our Sponsor would own 6,272,000 shares, representing 8.8% of our total outstanding shares; and

 

Our officers and directors (including directors nominated for election at the general meeting) would own 3,283,838 shares, representing 4.6% of our total outstanding shares.

  

 

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The preceding description of the ownership of One Madison’s securities is accurate as of the date of filing of this proxy statement/prospectus, except that the preceding calculations do not take into account any warrant repurchases that have been completed under One Madison’s warrant repurchase program. The preceding description does not take into account any transactions that may be entered into after the date hereof. 

 

The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. If the actual facts are different than these assumptions, the percentage ownership retained by One Madison’s existing shareholders in One Madison following the business combination will be different. For example, if we assume that all 15,000,000 public warrants, 570,744 private placement warrants that are not subject to the warrant exchange and 5,000,000 forward purchase warrants were exercisable and exercised following completion of the business combination and related transactions, then the ownership of One Madison by our public shareholders, JS Capital, Soros Capital, SFT (Delaware) Management, the BSOF entities and our Sponsor, officers and directors would be as follows:

 

The public shareholders (other than the BSOF entities) would own 39,000,000 shares, representing 42.5% of our total outstanding shares;

 

JS Capital would own 27,121,759 shares, representing 29.6% of our total outstanding shares;

 

Soros Capital would own 4,122,109 shares, representing 4.5% of our total outstanding shares;

 

SFT (Delaware) Management would own 3,364,362 shares, representing 3.7% of our total outstanding shares;

 

The BSOF entities would own 7,085,000 shares, representing 7.7% of our total outstanding shares;

 

Our Sponsor would own 6,272,000 shares, representing 6.8% of our total outstanding shares; and

 

Our officers and directors (including directors nominated for election at the general meeting) would own 3,709,104 shares, representing 4.0% of our total outstanding shares.

 

The preceding description of the ownership of One Madison’s securities is accurate as of the date of filing of this proxy statement/prospectus, except that the preceding calculations do not take into account any warrant repurchases that have been completed under One Madison’s warrant repurchase program. The preceding description does not take into account any transactions that may be entered into after the date hereof.

 

The public warrants, forward purchase warrants and the private placement warrants not subject to the warrant exchange will become exercisable 30 days after the completion of the business combination and will expire five years after the completion of the business combination or earlier upon redemption or liquidation.

 

You should read “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

Debt Financing

 

In connection with the stock purchase agreement, One Madison Corporation entered into the debt commitment letter with the lenders, pursuant to which the lenders have committed to providing senior secured credit facilities consisting of  a $289,175,000 dollar-denominated first lien term facility and a €140,000,000 euro-denominated first lien term facility (with the ability to reduce the dollar-denominated first lien term facility and correspondingly increase the euro-denominated first lien term facility in an amount of up to €60,000,000), a $45,000,000 revolving facility (with the ability to bring in additional revolving lenders to provide up to $30,000,000 additional commitments under the revolving facility), a $100,000,000 first lien contingency term facility and a $100,000,000 second lien contingency term facility on or prior to the closing.

 

The proceeds of the senior secured credit facilities will be used to, among other things, (i) fund the business combination, (ii) repay and terminate the existing indebtedness of Ranpak and (iii) pay all fees, premiums, expenses and other transaction costs incurred in connection with the business combination.

  

 

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Board of Directors of One Madison Following the Business Combination

 

Upon the closing, assuming the election of each of the director nominees, One Madison’s board of directors will consist of at least the following eight directors: Omar Asali, Michael Jones, Thomas Corley, Robert King, Steve Kovach, Salil Seshadri, Michael Gliedman and Alicia Tranen. See “Proposal No. 11 – The Director Election Proposal.”

 

Information about the current One Madison directors and executive officers can be found in the section entitled “Where You Can Find Additional Information; Incorporation by Reference – One Madison SEC Filings.”

 

Accounting Treatment

 

The business combination will be accounted for under ASC 805. Pursuant to ASC 805, One Madison has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

  

One Madison is transferring cash via the use of funds in their trust account and proceeds from equity issuances, and will be incurring liabilities to execute the business combination;

 

One Madison’s existing board of directors will remain in place as the board of directors of the combined company until the first shareholder vote post acquisition. Furthermore, One Madison’s Chief Executive Officer will be the Executive Chairman of the combined company. There are also no special voting rights conveyed in the business combination;

 

As Executive Chairman, One Madison’s current CEO will lead the executive team and provide oversight to the Rack Holdings management team as they continue in their current roles; and

 

One Madison was the entity that initiated the business combination.

  

The preponderance of the evidence discussed above supports the conclusion that One Madison is the accounting acquirer in the business combination. Rack Holdings constitutes a business in accordance with ASC 805 and the business combination constitutes a change in control. Accordingly, the business combination will be accounted for using the acquisition method. One Madison will record the fair value of assets acquired and liabilities assumed from Rack Holdings.

 

Appraisal Rights

 

Appraisal rights are not available to One Madison shareholders in connection with the business combination.

 

Proposals to be Put to the Shareholders of One Madison General Meeting

 

The following is a summary of the proposals to be put to the general meeting.

 

The Business Combination Proposal

 

Our shareholders are being asked to approve and adopt, by ordinary resolution, the transactions contemplated by the stock purchase agreement, pursuant to which One Madison will acquire all the outstanding entity interests of Rack Holdings from Seller for $950,000,000 in cash, which amount will be (i) adjusted by the difference between the net working capital of Rack Holdings and its subsidiaries as of the closing as measured against a working capital target amount of $22,000,000 (which could be a downward or upward adjustment), (ii) increased by the amount of cash of Rack Holdings and its subsidiaries as of the closing and (iii) reduced by the amount of debt and unpaid transaction expenses of Rack Holdings and its subsidiaries as of the closing, on the terms and subject to the conditions set forth therein. Financing for the business combination and for related transaction expenses will consist of (i) $300,000,000 of proceeds from the IPO and certain related transactions on deposit in the trust account (plus any interest income accrued thereon since the IPO, net of taxes), net of any redemptions of One Madison’s ordinary shares in connection with the shareholder vote to be held at the general meeting, (ii) $150,000,000 of proceeds from the purchase by the anchor investors pursuant to the forward purchase agreements entered into in connection with the IPO, (iii) $142,000,000 of proceeds from the purchase by the subscription investors pursuant to subscription agreements entered into in connection with the entry into the stock purchase agreement and (iv) up to $489,175,000 of dollar-denominated senior secured term loan credit facilities and €140,000,000 of a euro-denominated senior secured term loan credit facility, in each case provided by Goldman Sachs Merchant Banking Division, each as described more fully herein.

  

 

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For a more detailed summary of the stock purchase agreement and the business combination, including the background of the business combination, One Madison’s board of directors’ reasons for the business combination and related matters, see “The Business Combination” beginning on page 86. Our shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the stock purchase agreement. Copies of the stock purchase agreement and the amendment to the stock purchase agreement are attached as Annexes A and A-1 to this proxy statement/prospectus, respectively. You are urged to read carefully the stock purchase agreement and the amendment to the stock purchase agreement in their entirety before voting on the Business Combination Proposal.

 

After consideration of the factors identified and discussed in the section entitled “The Business Combination – One Madison’s Board of Directors’ Reasons for Approval of the Business Combination,” One Madison’s board of directors concluded that the business combination met all of the requirements disclosed in the prospectus for its IPO, including that the business of Ranpak had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the stock purchase agreement.

 

If there are insufficient votes to approve the Business Combination Proposal at the general meeting, One Madison’s board of directors may submit the Adjournment Proposal for a vote.

 

The NYSE Proposal

 

For purposes of complying with Rule 312.03 of the NYSE Listed Company Manual, our shareholders are being asked to approve, by ordinary resolution, the issuance of an aggregate of 14,200,000 Class A ordinary shares and Class C ordinary shares, (and the forward purchase warrants that were reallocated to the subscription investors pursuant to the reallocation agreement) to the subscription investors pursuant to the subscription agreements.

 

If there are insufficient votes to approve the Business Combination Proposal at the general meeting, One Madison’s board of directors may submit the Adjournment Proposal for a vote.

 

For additional information, see “The NYSE Proposal” section of this proxy statement/prospectus.

 

The Domestication Proposal

 

Assuming the Business Combination Proposal and the NYSE Proposal are approved, our shareholders are also being asked to approve, by special resolution, a change of One Madison’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware. Accordingly, while One Madison is currently governed by the Cayman Islands Companies Law, upon domestication, One Madison Delaware will be governed by the DGCL. There are differences between the Cayman Islands Companies Law and the DGCL. Accordingly, we encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”

 

On the effective date of the domestication, the currently issued and outstanding Class A ordinary shares, Class B ordinary shares and Class C ordinary shares will automatically convert by operation of law, on a one-for-one basis, into shares of Class A common stock, Class B common stock and Class C common stock, respectively.

 

See the section entitled “The Domestication” for more detailed information regarding the domestication.

  

 

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The Organizational Documents Proposals

 

Assuming the Business Combination Proposal, the NYSE Proposal and the Domestication Proposal are approved, our shareholders are also being asked to approve the Organizational Documents Proposals, which, if approved, will replace our existing organizational documents with the proposed organizational documents. The proposed organizational documents differ in certain material respects from the existing organizational documents and we urge shareholders to carefully consult the information set out in the “Organizational Documents Proposals” sections, the relevant Questions and Answers (including the chart of material differences included therein) and the proposed organizational documents of One Madison Delaware, attached hereto as Annexes C and D.

 

One Madison’s shareholders are asked to consider and vote upon and to approve by special resolution seven separate proposals in connection with the replacement of the existing organizational documents with the proposed organizational documents. The Organizational Documents Proposals are conditioned on the approval of the Business Combination Proposal, the NYSE Proposal and the Domestication Proposal. Therefore, if the Business Combination Proposal, the NYSE Proposal and the Domestication Proposal are not approved, the Organizational Documents Proposals will have no effect, even if approved by our shareholders. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the proposed organizational documents.

 

Assuming the Business Combination Proposal, the NYSE Proposal and the Domestication Proposal are approved, our shareholders are also being asked to approve Organizational Documents Proposals A through G, which are, in the judgment of our board of directors, necessary to adequately address the needs of One Madison Delaware after the business combination:

 

a. Organizational Documents Proposal A is a proposal to approve by special resolution (i) the change of our name from “One Madison Corporation” to “Ranpak Holdings Corp.”, (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) making One Madison’s corporate existence perpetual and (iv) providing for the ineffectiveness of certain provisions in our existing organizational documents relating to our status as a blank check company upon the closing that will no longer be applicable to us following the closing. For additional information, see the “Organizational Documents Proposal A” section of this proxy statement/prospectus.

 

b.Organizational Documents Proposal B is a proposal to approve by special resolution provisions providing that One Madison’s board of directors will be divided into three classes following the business combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year. For additional information, see the “Organizational Documents Proposal B” section of this proxy statement/prospectus.

 

c.Organizational Documents Proposal C is a proposal to approve by special resolution provisions providing that the directors of One Madison may only be removed for cause. For additional information, see the “Organizational Documents Proposal C” section of this proxy statement/prospectus.

 

d.Organizational Documents Proposal D is a proposal to approve by special resolution advance notice procedures with regard to the nomination by shareholders of candidates for election as directors. For additional information, see the “Organizational Documents Proposal D” section of this proxy statement/prospectus.

 

e.Organizational Documents Proposal E is a proposal to approve by special resolution provisions removing the ability of shareholders to call a special meeting of shareholders. For additional information, see the “Organizational Documents Proposal E” section of this proxy statement/prospectus.

 

f.Organizational Documents Proposal F is a proposal to approve by special resolution provisions removing the ability of shareholders to act by written consent in lieu of a meeting. For additional information, see the “Organizational Documents Proposal F” section of this proxy statement/prospectus.

  

g.Organizational Documents Proposal G is a proposal to approve by special resolution the amendment and restatement of the existing organizational documents by the deletion of the existing organizational documents in their entirety and the substitution of the proposed organizational documents in their place to (among other matters) reflect the changes effected by Organizational Documents Proposals A through F. For additional information, see the “Organizational Documents Proposal G” section of this proxy statement/prospectus.

 

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The Director Election Proposal

 

Assuming the Business Combination Proposal and the NYSE Proposal are approved, our shareholders are also being asked to approve the Director Election Proposal. Assuming Organizational Documents Proposal B is approved, following the domestication, our board of directors will be divided into three classes, with only one class of directors being elected in each year. Each class of directors will generally serve for a three-year term. Pursuant to our existing organizational documents, prior to the closing, only holders of Class B ordinary shares can appoint or remove directors. As such, only holders of Class B ordinary shares will be entitled to vote at the general meeting to elect directors.

 

For additional information, see the section entitled “The Director Election Proposal” of this proxy statement/prospectus.

 

The Incentive Plan Proposal

 

Assuming the Business Combination Proposal and the NYSE Proposal are approved, our shareholders are also being asked to approve, by ordinary resolution, the Incentive Plan Proposal. The purpose of the One Madison Corporation 2019 Omnibus Incentive Plan is to enable One Madison to offer its employees, directors and other individual service providers long-term equity-based incentives in One Madison, thereby attracting, retaining and rewarding such individuals, and strengthening the mutuality of interests between such individuals and One Madison’s shareholders.

 

For additional information, see “The Incentive Plan Proposal” section of this proxy statement/prospectus.

 

The Adjournment Proposal

 

In the event that there are insufficient votes to approve the Business Combination Proposal or the NYSE Proposal, One Madison’s board of directors may present a proposal to adjourn the general meeting to a later date or dates to permit further solicitation of proxies.

 

For additional information, see “The Adjournment Proposal” section of this proxy statement/prospectus.

 

Date, Time and Place of General Meeting

 

The general meeting will be held at          , local time, on          , 2019, at          , or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

 

Voting Power; Record Date

 

You will be entitled to vote or direct votes to be cast at the general meeting if you owned ordinary shares at the close of business on          , 2019, which is the record date for the general meeting. You are entitled to one vote for each ordinary share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 30,000,000 Class A ordinary shares of One Madison outstanding and 11,250,000 Class B ordinary shares of One Madison outstanding. Pursuant to its forward purchase agreement, one of our anchor investors has waived its right to vote any of its 398,936 Class B ordinary shares on any matter for so long as such shares are held by such anchor investor or any of its controlled affiliates.

  

 

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Proxy Solicitation

 

One Madison has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the general meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “General Meeting of One Madison Shareholders  – Revoking Your Proxy.”

 

Quorum and Required Vote for Proposals for the General Meeting

 

A quorum of One Madison shareholders is necessary to hold a valid meeting. A quorum will be present at the general meeting if a majority of the issued shares entitled to vote at the general meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

 

The Business Combination Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of not less than a majority of the ordinary shares as of the record date that are present and vote at the general meeting. Pursuant to our existing organizational documents, until the closing, only holders of Class B ordinary shares can appoint or remove directors. Therefore, only holders of Class B ordinary shares will vote on the Director Election Proposal. The election of each director nominee must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of not less than a majority of the outstanding Class B ordinary shares as of the record date that are present and vote at the general meeting. Approval of the Organizational Documents Proposals and the Domestication Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote (in person or by proxy) of the holders of at least two-thirds of the ordinary shares as of the record date that are present and vote at the general meeting.

 

Abstentions will have the effect of a vote against the NYSE Proposal and the Incentive Plan Proposal but will not be treated as shares voted and therefore will not have any effect with respect to any other Proposal. A shareholder’s failure to vote by proxy or to vote in person at the general meeting will not be counted towards the number of ordinary shares required to validly establish a quorum, and if a valid quorum is otherwise established, will have no effect on the outcome of any vote on any of the Proposals. Broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the Proposals.

 

The closing is conditioned on the approval of the Business Combination Proposal and the NYSE Proposal at the general meeting. The Domestication Proposal, the Organizational Documents Proposals and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Organizational Documents Proposals are conditioned on the approval of the Domestication Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

 

Recommendation to One Madison Shareholders

 

After careful consideration, One Madison’s board of directors recommends that One Madison’s shareholders vote “FOR” each Proposal being submitted to a vote of One Madison’s shareholders at the general meeting.

 

For a more complete description of One Madison’s reasons for the approval of the business combination and the recommendation of One Madison’s board of directors, see the section entitled “The Business Combination – One Madison’s Board of Directors’ Reasons for Approval of the Business Combination.”

 

When you consider the recommendation of the board of directors to vote in favor of approval of these Proposals, you should keep in mind that our Sponsor and certain of our directors and officers have interests have interests in the business combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. Please see the section entitled “The Business Combination – Interests of Certain Persons in the Business Combination.”

  

 

44

 

 

Comparison of Corporate Governance and Shareholder Rights

 

The domestication will change One Madison’s jurisdiction of incorporation from the Cayman Islands to Delaware and, as a result, One Madison’s existing organizational documents will change and will be governed by the DGCL rather than Cayman Islands Companies Law. There are differences between Cayman Islands corporate law, which currently governs One Madison, and Delaware corporate law, which will govern One Madison Delaware following the domestication. Additionally, there are differences between the proposed organizational documents of One Madison Delaware and the existing organizational documents of One Madison.

 

For a summary of the material differences among the rights of holders of One Madison Delaware common stock and holders of One Madison ordinary shares see “Comparison of Corporate Governance and Shareholder Rights.”

 

Regulatory Matters

 

The business combination and the transactions contemplated by the stock purchase agreement are not subject to any additional federal or state regulatory requirements or approvals, except for (i) required filings under the HSR Act and (ii) upon approval of the Domestication Proposal, filings with the Cayman Islands and the State of Delaware necessary to effectuate the domestication. On December 20, 2018, One Madison made the filings required to be made under the HSR Act. On January 22, 2019, the waiting period under the HSR Act expired. Therefore, the closing condition of the stock purchase agreement relating to the expiration or termination of the applicable waiting period under the HSR Act has been satisfied.

 

Risk Factors

 

In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the documents incorporated by reference herein, and especially consider the factors discussed in the section entitled “Risk Factors.”

 

Emerging Growth Company

 

One Madison is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to non-emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. One Madison intends to take advantage of the benefits of this extended transition period. This may make comparison of One Madison’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

 

One Madison will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of its initial public offering, (b) in which it has total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which it is deemed to be a large accelerated filer, which means the market value of its Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which it has issued more than $1.0 billion in nonconvertible debt during the prior three-year period.

  

 

45

 

 

Selected Historical Financial Information of One Madison

 

The following table shows selected historical financial information of One Madison for the periods and as of the dates indicated. The selected historical financial information of One Madison as of December 31, 2018 and for the period from January 1, 2018 to December 31, 2018 was derived from the audited historical consolidated financial statements of One Madison, which are incorporated by reference herein. The selected financial information of One Madison as of December 31, 2017 and for the period from July 13, 2017 (inception) to December 31, 2017 was derived from the audited historical financial statements of One Madison, which are incorporated by reference herein. The following table should be read in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2018 and our historical financial statements and the notes and schedules related thereto, which are incorporated by reference herein.

 

   As of and for the
year ended
December 31,
2018
   As of and for the
period from July 13,
2017 (Inception) to
December 31,
2017
 
(in thousands, except per share amounts)        
Statement of Operations Data:        
Total expenses  $3,732   $9 
Net (loss) income   1,387    (9)
         - 
Earnings (loss) per share - two class method:          
Class A  - basic and diluted  $0.17   $- 
Class B  - basic and diluted   (0.41)   - 
           
Statement of Cash Flows Data:          
Net cash used in operating activities  $(1,218)  $(19)
Net cash used in investing activities   (301,000)   - 
Net cash provided by financing activities   305,107    21 
           
Balance Sheet Data:          
Total assets  $309,233   $871 
Total liabilities   18,037    817 
Total redeemable ordinary shares   286,196    - 
Total stockholders’ equity   5,000    54 

  

 

46

 

 

Selected Historical Financial Information of Rack Holdings

 

The following table shows selected historical financial information of Rack Holdings for the periods and as of the dates indicated.

 

The selected historical consolidated financial information of Rack Holdings as of December 31, 2018, and 2017, and for the years ended December 31, 2018, 2017 and 2016 was derived from the audited historical consolidated financial statements of Rack Holdings, which are included elsewhere in this proxy statement/prospectus.

 

Rack Holdings’ historical results are not necessarily indicative of future operating results. The selected consolidated financial information should be read in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in this proxy statement/prospectus and the historical consolidated financial statements of Rack Holdings and accompanying notes, included elsewhere in this proxy statement/prospectus.

 

    As of and for the year ended December 31,  
    2018     2017     2016  
(in thousands, except per share amounts)                  
Statement of Operations Data:                  
Net sales   $ 267,860     $ 244,092     $ 224,708  
Net (loss) income     (8,655 )     27,662       (10,762 )
Earnings (loss) per share – basic and diluted     (8,698 )     27,801       (10,762 )
                         
Statement of Cash Flows Data:                        
Net cash provided by operating activities   $ 42,018     $ 46,185     $ 37,162  
Net cash used in investing activities     (25,284 )     (29,078 )     (25,542 )
Net cash used in financing activities     (7,744 )     (14,233 )     (12,513 )
                         
Balance Sheet Data:                        
Total assets   $ 792,761     $ 833,328        N/A  
Total liabilities     596,501       621,055        N/A  
Total stockholders’ equity     196,260       212,273        N/A  

  

 

47

 

 

Selected Unaudited Pro Forma Condensed Combined Financial Information

 

The following selected unaudited pro forma condensed combined financial data (the “selected pro forma data”) gives effect to the business combination, equity financing, warrant exchange, and debt financing as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included in this proxy statement/prospectus. The acquisition of Rack Holdings will be accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification Topic 805. The selected unaudited pro forma condensed combined balance sheet data as of December 31, 2018 gives effect to the business combination, equity financing, warrant exchange, and the debt financing as if they had occurred on December 31, 2018. The selected unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2018 gives effect to the business combination, equity financing, warrant exchange, and the debt financing as if they had occurred on January 1, 2018.

 

The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) of One Madison appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of One Madison and Rack Holdings for the applicable periods included in this proxy statement/prospectus. The selected pro forma data have been presented for informational purposes only and are not necessarily indicative of what One Madison’s financial position or results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the selected pro forma data do not purport to project the future financial position or operating results of One Madison. Also, as explained in more detail in the accompanying notes to the pro forma financial statements, the preliminary fair values of assets acquired and liabilities assumed reflected in the selected pro forma data are subject to adjustment and may vary significantly from the fair values that will be recorded upon completion of the business combination.

 

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of One Madison’s common stock:

 

Assuming No Redemptions: This presentation assumes that no One Madison shareholders exercise redemption rights with respect to their public shares.

 

Assuming Maximum Redemptions: This presentation assumes that all of One Madison’s public shareholders (other than the BSOF entities, which have agreed not to exercise their redemption rights) exercise redemption rights with respect to their public shares. This scenario assumes that 26,000,000 public shares are redeemed for an aggregate redemption payment of approximately $264,420,000, based on $305,118,446 in the trust and 30,000,000 public shares outstanding as of December 31, 2018 (the remaining 4,000,000 public shares are held by BSOF entities). Per One Madison’s IPO registration statement, a public stockholder, together with any affiliate of his or hers, or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the Class A shares of common stock sold in the IPO. Furthermore, One Madison will only proceed with the business combination if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination. Pursuant to the Class B share consent, the holders of the founder shares waived any anti-dilution adjustments in respect of the subscription shares and any Class A ordinary shares issued in exchange for the private placement warrants.

 

    Combined Pro Forma  
    Assuming No
Redemptions
    Assuming
Maximum
Redemptions
 
    (in thousands, except share and per share data)  
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data            
Year Ended December 31, 2018            
Revenues   $ 267,860     $ 267,860  
Net Loss   $ (6,399 )   $ (21,078 )
Net loss per share Class A - basic and diluted   $ (0.09 )   $ (0.54 )
Net loss per share Class C - basic and diluted   $ (0.09 )   $ (0.54 )
Weighted average shares outstanding Class A    

67,602,732

     

35,102,732

 
Weighted average shares outstanding Class C    

3,590,194

     

3,590,194

 
                 
Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data                
As of December 31, 2018                
Total assets   $ 1,134,235     $ 1,119,815  
Total liabilities   $ 562,527     $ 812,527  
Total equity   $ 571,708     $ 307,288  

  

 

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Comparative Share Information

 

The following table sets forth selected historical comparative share and unit information for One Madison Corporation and Rack Holdings and unaudited pro forma condensed combined per share information of One Madison Corporation after giving effect to the business combination, assuming two redemption scenarios as follows:

  

Assuming No Redemptions: This presentation assumes that no One Madison shareholders exercise redemption rights with respect to their public shares.

 

Assuming Maximum Redemptions: This presentation assumes that all of One Madison’s public shareholders (other than the BSOF entities, which have agreed not to exercise their redemption rights) exercise redemption rights with respect to their public shares. This scenario assumes that 26,000,000 public shares are redeemed for an aggregate redemption payment of approximately $264,420,000, based on $305,118,446 in the trust and 30,000,000 public shares outstanding as of December 31, 2018 (the remaining 4,000,000 public shares are held by BSOF entities). Per One Madison’s IPO registration statement, a public stockholder, together with any affiliate of his or hers, or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the Class A shares of common stock sold in the IPO. Furthermore, One Madison will only proceed with the business combination if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination. Pursuant to the Class B share consent, the holders of the founder shares waived any anti-dilution adjustments in respect of the subscription shares and any Class A ordinary shares issued in exchange for the private placement warrants.

  

The pro forma book value information reflects the business combination as if it had occurred on December 31, 2018. The weighted average shares outstanding and net earnings per share information reflect the business combination as if they had occurred on January 1, 2018.

 

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of One Madison and Rack Holdings and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of One Madison and Rack Holdings is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

 

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of One Madison and Rack Holdings would have been had the companies been combined during the periods presented.

  

                Combined Pro Forma  
    ONE MADISON     RACK HOLDINGS     Assuming No
Redemptions
    Assuming
Maximum
Redemptions
 
As of and for the Year Ended December 31, 2018                        
Book value per share (1)   $ 0.13     $ 197,246     $

8.03

    $ 7.94  
Weighted average shares outstanding Class A – basic and diluted     30,000,000              

67,602,732

      35,102,732  
Weighted average shares outstanding Class B – basic and diluted (2)     9,000,000                          
Weighted average shares outstanding Class C – basic and diluted                    

3,590,194

     

3,590,194

 
Weighted average shares outstanding – basic and diluted             995                  
Net earnings (loss) per share Class A – basic and diluted   $ 0.17             $ (0.09 )   $ (0.54 )
Net loss per share Class B – basic and diluted   $ (0.41 )                        
Net loss per share Class C – basic and diluted                   $ (0.09 )   $ (0.54 )
Net loss per share – basic and diluted           $ (8,698 )                

 

(1) Book value per share = Total stockholders’ equity/shares outstanding

(2) This number excludes an aggregate of up to 2,250,000 ordinary shares (of which 157,500 are initially held by an affiliated investor and 2,092,500 are initially held by the Sponsor) subject to forfeiture upon satisfaction of certain earn-out conditions as defined in the Securities Subscription Agreement.

  

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Market Price and Dividend Information

 

One Madison

 

One Madison’s units, public shares and public warrants are currently listed on the NYSE under the symbols “OMAD.U”, “OMAD” and “OMAD.WS”, respectively.

 

The closing price of the units, Class A ordinary shares and public warrants on December 12, 2018, the last trading day before announcement of the execution of the stock purchase agreement, was $10.16, $9.80 and $0.90, respectively. As of          , 2019 the record date for the extraordinary general meeting, the most recent closing price for each unit, Class A ordinary shares and public warrant was $          , $          and $          , respectively.

 

Holders of the units, public shares and public warrants should obtain current market quotations for their securities. The market price of One Madison’s securities could vary at any time before the business combination.

 

Holders

 

As of           , 2019, there were          holders of record of our units,          holders of record of our Class A ordinary shares,          holders of record of our Class B ordinary shares and          holders of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, public shares and public warrants are held of record by banks, brokers and other financial institutions.

 

Dividend Policy

 

One Madison has not paid any cash dividends on the ordinary shares to date and does not intend to pay cash dividends prior to the completion of the business combination. The payment of cash dividends in the future will be dependent upon One Madison Delaware’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the business combination. The payment of any cash dividends subsequent to the business combination will be within the discretion of One Madison Delaware’s board of directors at such time. One Madison Delaware’s ability to declare dividends will also be limited by restrictive covenants pursuant to the debt financing.

 

Rack Holdings

 

Historical market price information for Rack Holdings’ capital stock is not provided because there is no public market for Rack Holdings’ capital stock. See “Rack Holdings Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

  

 

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Risk Factors

 

The risks described below should be carefully considered before making an investment decision. These are the most significant risk factors, but they are not the only risk factors that should be considered in making an investment decision. This proxy statement/prospectus also contains and may incorporate by reference forward-looking statements that involve risks and uncertainties. See the sections entitled “Cautionary Notice Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ranpak” in this proxy statement/prospectus. Please also see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of One Madison” in One Madison’s Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference herein. Our business, consolidated financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and investors in our securities may lose all or part of their investment.

 

Risks Related to Ranpak’s Business

 

For purposes of this subsection only, “Ranpak,” “the Company,” “we,” or “our” refer to Ranpak Corp. and its subsidiaries, unless the context otherwise requires.

 

Ranpak may be unable to secure a sufficient supply of paper to meet our production requirements given the limited number of suppliers that produce paper suitable for Ranpak’s products.

 

A limited number of paper mills produce paper that is suitable for use in Ranpak’s products in the markets in which we operate, and if they fail, experience interruptions in service, or are otherwise unable or unwilling to fill our purchase orders, we may not be able to produce enough Ranpak paper consumables to meet our own production requirements. In addition, there are several grades or types of paper that Ranpak uses in its products that we obtain from a single source due to the specificity of our requirements and limitations in the available paper products in a given market. For example, in 2018 we purchased approximately 45% of our raw paper requirements in North America from a single supplier, WestRock Company (“WestRock”). Increasing consolidation among our suppliers or the paper supply market more broadly may increase our reliance on existing suppliers or impact our ability to obtain alternative suppliers, if necessary. For example, WestRock announced in November 2018 the completion of its acquisition of Kapstone Paper and Packaging Corporation, from whom we purchased approximately 25% of our raw paper requirements on a combined basis in Europe in 2018. Following the acquisition, we expect over 65% of our raw paper used in North America and 20% of our raw paper used in Europe in 2019 to be purchased from the combined company.

 

If WestRock, or one of our other major suppliers of paper in any of the markets in which we operate, fails or experiences an interruption or delay in service, there may be short-term or long-term disruption in Ranpak’s ability to secure paper from qualified sources and Ranpak may not have enough inventory to maintain its production schedule or continue to provide paper consumables to its distributors and end-users on a timely basis, or at all. For example, at most Ranpak facilities, quantities of raw paper stored on-site represent approximately five days of paper consumables production at such facilities due to cost savings and storage limitations. Any such failure, interruption or delay may result in on-site paper storage at our paper consumable production facilities being depleted and, as a result, a reduction in the volume of production and sales of our paper consumables, which may have a material adverse effect on Ranpak’s business, results of operations and financial condition.

 

Paper pricing may negatively impact Ranpak’s results of operations, including its profit margins, and financial condition.

 

Ranpak’s primary input is kraft paper, which it purchases from various paper suppliers around the world. Increases in global or regional market demand for paper-based products could increase the cost of the kraft paper Ranpak purchases. Increases in the price of kraft paper could also result from, among other things, increases in the cost of the raw materials used in paper production or increases in the cost of the energy Ranpak’s suppliers use to manufacture paper. While historically, Ranpak has been able to successfully manage the impact of higher paper costs both by entering into annual fixed-price contracts with our suppliers, as well as by increasing the selling prices of our products, if Ranpak is unable to minimize the effects of any increases in paper costs through sourcing, pricing or other actions, Ranpak’s results of operations and financial condition may be materially adversely affected.

 

51

 

Our business is exposed to risks associated with our reliance on third party suppliers to provide both the components used in our protective packaging systems as well as certain fully-assembled protective systems.

 

Our business is exposed to risks associated with our reliance on third party suppliers to provide both the components used in our protective packaging systems as well as certain fully-assembled protective systems. These risks include, but are not limited to:

 

the risk that our supplier agreements will be terminated, or that we will not be able to renew our agreements on favorable economic terms, and as a result our cost of goods will increase;

 

the risk that our suppliers will experience operational delays or disruptions that will affect our ability to produce protective systems or provide them to our distributors and end-users;

 

the risk that our suppliers will fail, or will no longer be able to provide the components which we use to produce our protective systems;

 

the risk that our suppliers will not be able to meet an increase in demand for the components which we use to produce our protective systems;

 

the risk that our suppliers’ costs will increase, and that they will increase the prices of components or fully-assembled protective systems;

 

the risk that suppliers of fully-assembled protective systems will increase their prices or will no longer be able to provide Ranpak with protective systems; and

 

the risk that our suppliers in China, that supply a majority of the components and systems provided to our end-users, will be subject to increased trade barriers as a result of U.S.-Chinese trade measures, and such trade barriers will increase the costs of these components and systems or negatively impact our ability to purchase these components and systems.

 

In addition, some of our third party suppliers for components and fully-assembled systems represent our only source for such products. If we are unable to continue to purchase such components and systems from such suppliers, we may face additional costs or delays, or be unable to obtain similar components and systems. These and other factors may have a material adverse effect on Ranpak’s business, results of operation or financial condition.

 

Ranpak experiences competition in the markets for its products and services.

 

Ranpak competes with a number of companies that produce and/or sell similar or competing packaging products from a variety of materials. Ranpak has several foreign and domestic competitors that are well-established in the protective packaging market, including some with substantially greater financial, technical and other resources than we have or broader geographic reach. Many of our existing competitors also invest substantial resources in ongoing research and development, and we anticipate increased competition as consumer preferences and other trends increase the appeal of our product areas. To the extent that our competitors introduce new products or technologies, such developments could render our products obsolete, less competitive or uneconomical.

 

Ranpak competes with these companies on, among other factors, the performance characteristics of our products, service, price, and the ability to develop new packaging products and solutions. Accordingly, Ranpak may not be able maintain a competitive advantage over its competitors with respect to these or other factors, which may adversely affect Ranpak’s net sales, which could have a material adverse effect on Ranpak’s business, results of operations or financial condition.

 

52

 

Unfavorable end-user responses to price increases could have a material adverse impact on Ranpak’s business, results of operations and financial condition.

 

From time to time, and especially in periods of rising paper costs, Ranpak increases the prices of its products. Significant price increases, particularly if not taken by competitors in respect of similar products, could result in lower net sales. For instance, interruptions in paper supply may lead Ranpak to increase the price of its paper consumables while plastic-based packaging competitors would not similarly increase the price of their products, which may result in a reduction in Ranpak’s market share and net sales. Such loss of end-users or lower net sales may materially adversely affect Ranpak’s business, results of operations and financial condition.

 

Demand for Ranpak’s products could be adversely affected by changes in end-user or consumer preferences, which could have a material adverse effect on our business, financial condition or results of operations.

 

Ranpak’s net sales depends primarily on the volume of purchases by its end-users in the e-commerce industry and other industries it serves. End-user preferences for packaging formats, as well as the preferences of Ranpak’s end-users, can influence net sales. Changes in these preferences, as well as changes in consumer behavior generally, could negatively impact demand for Ranpak’s products which could have a material adverse effect on our business, financial condition or results of operations.

 

Moreover, Ranpak positions itself in the protective packaging market as the leading environmentally sustainable protective packaging solutions provider. Although Ranpak believes a market and consumer preference for environmentally sustainable solutions is a trend that is likely to continue, there is no guarantee that it will do so or that Ranpak will benefit from the continuing trend. If the current trend in favor of environmental sustainability does not continue, diminishes, or shifts away from paper and fiber-based products, demand for Ranpak’s products could decrease, which could have an adverse impact on its business or results of operations, including through reduced net sales and a subsequent decrease in gross margin and earnings. Additionally, the advent of emerging or improved technologies, such as the potential widespread availability of lower cost bio-plastics or increased recyclability of resin-based packaging solutions, could satisfy market and consumer demand for environmentally sustainable packaging solutions and negatively impact Ranpak’s business, financial condition or results of operations even if the current trend in favor of environmentally sustainable solutions continues.

 

Continued consolidation in sectors in which many of Ranpak’s end-users operate may adversely affect Ranpak’s business, financial condition or results of operations.

 

Many of the sectors in which many of Ranpak’s end-users operate, such as the e-commerce, automotive aftermarket, IT/electronics, machinery and home goods markets, have been consolidating in recent years, and this trend may continue. Because our business relies on integrating our protecting packaging systems into end-users’ existing operations and generating revenue through the sale of our paper consumables, increased consolidation may have an adverse impact on our or our distributors’ ability to attract additional end-users or retain existing end-users, or on the pricing of our products and services, which could in turn adversely affect our business, financial condition or results of operations.

 

The loss of end-users, particularly our e-commerce end-users, or a reduction in their production requirements, could have a significant adverse impact on Ranpak’s net sales and profitability.

 

Although Ranpak has a diverse base of end-users, the loss of significant end-users or a large group of end-users, or a reduction in their production requirements, could have an adverse effect on Ranpak’s net sales and, depending on the magnitude of the loss or reduction, its financial condition or results of operations. There can be no assurance that our existing end-user relationships will continue or be renewed at the same level of production, or at all, in the future.

 

In particular, a number of our e-commerce end-users that currently use Ranpak paper consumables for void-fill, cushioning or wrapping, including our largest single end-user which accounted for approximately 11% of our net sales for the year ended December 31, 2018, have established internal goals or initiatives relating to reducing the quantity of consumables that they utilize in their product packaging as part of environmental responsibility initiatives. If these end-users achieve their goals or if additional end-users pursue similar initiatives, they may require a reduced quantity of our paper consumables for protective packaging of their products. The loss of any e-commerce end-users, or a reduction in their purchasing levels, could have a material adverse effect on our business, financial condition or results of operations.

 

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Ranpak’s performance, competitive position and prospects for future growth could be negatively impacted if new products we develop do not meet sales or margin expectations, which could have a material adverse effect on our business, financial condition or results of operations.

 

Ranpak’s performance is dependent in part on its continuing ability to develop products that appeal to end-users by providing new or enhanced value propositions and provide Ranpak with a favorable return on the products’ cost through sales of paper consumables. The development and introduction cycle of each of these new products can be lengthy and involve high levels of investment. New products may not meet sales or margin expectations due to many factors, including Ranpak’s inability to (i) accurately predict demand, end-user preferences and evolving industry standards; (ii) resolve technical and technological challenges in a timely and cost-effective manner; or (iii) achieve manufacturing efficiencies. To the extent any new products do not meet Ranpak’s sales or margin expectations, Ranpak’s competitive position and future growth prospects may be negatively impacted, which could have a materially adverse effect on Ranpak’s business, financial condition or results of operations.

 

Ranpak’s investments in research and development may not yield the results expected.

 

In order to compete in the protective packaging market, Ranpak must, among other things, adapt to changing consumer preferences and a competitive market through technological innovation. As a result of technological innovation as well as changing consumer preferences, new products can become standardized rapidly, leading to more intense competition and ongoing price erosion. In order to maintain its competitive advantage, Ranpak has invested, and will continue to invest, in research and development of new products and technologies. However, these investments may not yield the innovation or results expected on a timely basis, or at all, and any resulting technological innovations may not lead to successful new products or otherwise improve our performance and competitive advantage. Furthermore, our competitors may develop new products that are better suited to meet consumer demands, may develop and introduce such products before we are able to do so or may otherwise negatively impact the success of our new products, any of which could have a material adverse impact on our business, financial condition or results of operations.

 

Ranpak’s efforts to expand beyond its core product offerings and into adjacent markets may not succeed and could adversely impact our business, financial condition or results of operations.

 

Ranpak may seek to expand beyond its core fiber-based protective packaging systems and develop products or business strategies that have wider applications for manufacturers, end-users, or consumers. Expanding into new markets would require Ranpak to devote substantial additional resources to such expansion, and Ranpak’s ability to succeed in developing such products to address such markets is not certain. It is likely that Ranpak would need to take additional steps, such as hiring additional personnel, partnering with new third parties and incurring considerable research and development expenses, in order to pursue such an expansion successfully.

 

Any such expansion would be subject to additional uncertainties. For example, Ranpak could encounter difficulties in attracting new end-users due to lower levels of familiarity with its brand among potential distributor partners and end-users in markets Ranpak does not currently serve. As a result, Ranpak may not be successful in future efforts to expand into or achieve profitability from new markets, new business models or strategies or new product types, and Ranpak’s ability to generate net sales from its current products and continue its existing business may be negatively affected. If any such expansion does not enhance Ranpak’s ability to maintain or grow net sales or recover any associated development costs, its business, financial condition or results of operations could be adversely affected.

 

Uncertain global economic conditions have had and could continue to have an adverse effect on Ranpak’s financial condition or results of operations.

 

Uncertain global economic conditions have had and may continue to have an adverse impact on Ranpak’s business in the form of lower net sales due to weakened demand, unfavorable changes in product price/mix, or lower profit margins. For example, global economic downturns have adversely impacted some of Ranpak’s end-users, such as automotive companies, distributors, electronic manufacturers, machinery manufacturers, home goods manufacturers and e-commerce and mail order fulfillment firms, and other end-users that are particularly sensitive to business and consumer spending.

 

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During economic downturns or recessions, there can be heightened competition for net sales and increased pressure to reduce selling prices as end-users may reduce their volume of purchases. Also, reduced availability of credit may adversely affect the ability of some of Ranpak’s end-users and suppliers to obtain funds for operations and capital expenditures. This could negatively impact Ranpak’s ability to obtain necessary supplies as well as the sales of materials and equipment to affected end-users. This could also result in reduced or delayed collections of outstanding accounts receivable from distributors or end-users. If Ranpak loses significant sales volume, is required to reduce its selling prices significantly or is unable to collect amounts due, there could be a negative impact on its profitability and cash flows, which could have a material adverse effect on its business, financial condition or results of operations.

 

The global nature of Ranpak’s operations exposes it to numerous risks that could materially adversely affect its financial condition or results of operations.

 

Ranpak maintains production facilities in three countries and territories, and its products are distributed to approximately 50 countries and territories around the world. A substantial portion of its operations are located outside of the U.S. and approximately 54% of its 2018 sales were generated outside of the United States. These operations, particularly in developing regions, are subject to various risks that may not be present or as significant for Ranpak’s U.S. and European operations. Economic uncertainty in some of the geographic regions in which Ranpak operates, including developing regions, could result in the disruption of commerce and negatively impact Ranpak’s cash flows or operations in those areas.

 

Risks inherent in Ranpak’s international operations include:

 

foreign currency exchange controls and tax rates, and exchange rate fluctuations, including devaluations;

 

the potential for changes in regional and local economic conditions, including local inflationary pressures;

 

laws and regulations governing foreign investment, foreign trade and currency exchange, such as those on transfer or repatriation of funds, which may affect Ranpak’s ability to repatriate cash as dividends or otherwise and may limit its ability to convert foreign cash flows into U.S. dollars;

 

restrictive governmental actions such as those on trade protection matters, including antidumping duties, tariffs, embargoes and prohibitions or restrictions on acquisitions or joint ventures;

 

the imposition of tariffs and other trade barriers, and the effects of retaliatory trade measures;

 

compliance with U.S. laws and regulations, including those affecting trade and foreign investment and the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “Foreign Corrupt Practices Act”);

 

compliance with tax laws, or changes to such laws or the interpretation of such laws, affecting taxable income, tax deductions, or other attributes relating to our non-U.S. earnings or operations;

 

difficulties of enforcing agreements and collecting receivables through certain foreign legal systems;

 

difficulties of enforcement and variations in protection of intellectual property and other legal rights;

 

more expansive legal rights of foreign unions or works councils;

 

changes in labor conditions and difficulties in staffing and managing international operations;

 

import and export delays caused, for example, by an extended strike at the port of entry, or major disruptions to international or domestic trade routes due to strikes, shortages, acts of terrorism or acts of war could cause a delay in Ranpak’s supply chain operations;

 

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difficulties in staffing and managing international operations;

 

geographic, language and cultural differences between personnel in different areas of the world; and

 

political, social, legal and economic instability, civil unrest, war, catastrophic events, acts of terrorism, and widespread outbreaks of infectious diseases.

 

These and other factors may have a material adverse effect on Ranpak’s international operations and, consequently, on Ranpak’s financial condition or results of operations.

 

If significant tariffs or other restrictions are placed on the import of Chinese goods, or if China places tariffs or other restrictions on the import of U.S. goods, Ranpak’s business, financial condition or results of operations may be materially adversely affected.

 

If significant tariffs or other restrictions are placed on the import of Chinese goods or if China places significant tariffs or other restrictions on the import of U.S. goods, Ranpak’s business, financial condition or results of operations may be materially adversely affected. For example, in September 2018, the U.S. government assessed a 10% tariff on thousands of categories of goods, including parts that Ranpak imports from China to its domestic facilities to assemble its protective systems. Additionally, the U.S. government continues to signal that it may alter trade agreements and terms between China and the United States, including limiting trade with China, and may impose additional tariffs on imports from China. If additional duties are imposed or increasingly retaliatory trade measures taken by either the United States or China, Ranpak could need to materially increase its capital expenditures relating to the assembly of its protective systems, which could require Ranpak to raise its prices and result in the loss of end-users and harm Ranpak’s operating performance. Alternatively, Ranpak may seek alternative supply sources outside of China which may result in significant costs and disruption to its operations. In any such event, Ranpak’s business could be impacted by retaliatory trade measures taken by China or other countries in response to existing or future tariffs, or the imposition of additional tariffs, any of which could cause Ranpak to raise prices or make changes to its operations, and could materially harm Ranpak’s business, financial condition or results of operations.

 

A major loss of or disruption in Ranpak’s assembly and distribution operations could adversely affect Ranpak’s business, financial condition or results of operations.

 

A disruption in operations at one or more of our assembly and distribution facilities, or those of our suppliers, could have a material adverse effect on our business or operations. Disruptions could occur for many reasons, including fire, natural disasters, weather, unplanned maintenance or other manufacturing problems, disease, strikes or other labor unrest, transportation interruption, government regulation, contractual disputes, political unrest or terrorism. For example, Ranpak operates in leased facilities in Reno, Nevada, Raleigh, North Carolina, Kansas City, Missouri, and Nyrany, Czech Republic. If Ranpak is unable to renew leases at existing facilities on favorable terms or to relocate its operations to nearby facilities in an orderly fashion upon the expiration of those leases, it could suffer interruptions in its production and significant increases in costs.

 

Furthermore, alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and financial performance. If one of our key assembly or paper converter facilities is unable to assemble our products or convert raw paper into our paper consumables, respectively, for an extended period of time, our net sales may be reduced by the shortfall caused by the disruption and we may not be able to meet our distributors’ and end-users’ needs, which could have a material adverse effect on our business, financial condition or results of operations.

 

Fluctuations between foreign currencies and the U.S. dollar could materially impact Ranpak’s consolidated financial condition or results of operations.

 

Approximately 54% of Ranpak’s net sales in 2018 was generated outside the U.S. Ranpak translates net sales and other results denominated in foreign currency into U.S. dollars for Ranpak’s consolidated financial statements. As a result, Ranpak is exposed to currency fluctuations both in receiving cash from its international operations and in translating its financial results back to U.S. dollars. During periods of a strengthening U.S. dollar, Ranpak’s reported international net sales and net earnings could be reduced because foreign currencies may translate into fewer U.S. dollars. Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and exported for sale into other jurisdictions. These changes may impact the value received for the sale of Ranpak’s goods versus those of their competitors.

 

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Foreign exchange rates may also impact the ability of Ranpak’s customers to secure sufficient funds in U.S. dollars or European currency to purchase goods for export. For example, many of our distributors are local entities in the markets in which they operate and utilize foreign currencies to operate their business. Such distributors must convert their local currency into U.S. dollars or European currency in their business with us, for which foreign exchange rate fluctuations may present additional challenges for the operation of their business. Ranpak cannot predict the effects of exchange rate fluctuations on its future operating results or business. As exchange rates vary, Ranpak’s results of operations and profitability may be harmed.

 

Cyber risk and the failure to maintain the integrity of Ranpak’s operational or security systems or infrastructure, or those of third parties with which Ranpak does business, could have a material adverse effect on Ranpak’s business, financial condition or results of operations.

 

Ranpak is subject to an increasing number of information technology vulnerabilities, threats and targeted computer crimes which pose a risk to the security of its systems and networks and the confidentiality, availability and integrity of Ranpak’s data.

 

Disruptions or failures in the physical infrastructure or operating systems that support Ranpak’s businesses and end-users, or cyber-attacks or security breaches of Ranpak’s networks or systems, could result in the loss of end-users and business opportunities, legal liability, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, any of which could materially adversely affect Ranpak’s business, financial condition or results of operations. While Ranpak attempts to mitigate these risks, its systems, networks, products, solutions and services remain potentially vulnerable to advanced and persistent threats.

 

Ranpak also maintains and has access to sensitive, confidential or personal data or information in certain of its businesses that is subject to privacy and security laws, regulations and end-user controls. Despite Ranpak’s efforts to protect such sensitive, confidential or personal data or information, its facilities and systems and those of its end-users and third-party service providers may be vulnerable to security breaches, theft, misplaced or lost data, programming and/or human errors that could lead to the compromising of sensitive, confidential or personal data or information, improper use of Ranpak’s systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions, which in turn could adversely affect Ranpak’s business, financial condition or results of operations.

 

We are subject to anti-corruption and anti-money laundering laws with respect to both our domestic and international operations, and non-compliance with such laws can subject us to criminal and civil liability and harm our business.

 

We are subject to the Foreign Corrupt Practices Act, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit us from authorizing, offering, or directly or indirectly providing improper payments or benefits to recipients in the public or private sector. We can be held liable for the corrupt or other illegal activities of these third-parties, our employees, representatives, contractors and agents, even if we do not explicitly authorize such activities. In addition, although we have implemented policies and procedures to ensure compliance with anti-corruption and related laws, there can be no assurance that all of our employees, representatives, contractors, partners, or agents will comply with these laws at all times. Noncompliance with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and debarment from contracting with certain governments or other persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, results of operations and financial condition.

 

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Product liability claims or regulatory actions could adversely affect Ranpak’s financial results or harm its reputation or the value of its brands.

 

Claims for losses or injuries purportedly caused by some of Ranpak’s products arise in the ordinary course of business. In addition to the risk of substantial monetary judgments, product liability claims or regulatory actions could result in negative publicity that could harm Ranpak’s reputation in the marketplace or adversely impact the value of its brands or ability to sell its products in certain jurisdictions. Ranpak could also be required to recall possibly defective products, or voluntarily do so, which could result in adverse publicity and significant expenses and reduced net sales. Although Ranpak maintains product liability insurance coverage, potential product liabilities claims could be excluded or exceed coverage limits under the terms of Ranpak’s insurance policies or could result in increased costs for such coverage.

 

Political and economic instability and risk of government actions affecting Ranpak’s business and its end-users or suppliers may adversely impact its business, results of operations and cash flows.

 

Ranpak is exposed to risks inherent in doing business in each of the countries/regions or regions in which Ranpak or its end-users or suppliers operate including: civil unrest, acts of terrorism, sabotage, epidemics, force majeure, war or other armed conflict and related government actions, including sanctions/embargoes, the deprivation of contract rights, the inability to obtain or retain licenses required by Ranpak to operate its plants or import or export its goods or raw materials, the expropriation or nationalization of its assets, and restrictions on travel, payments or the movement of funds. In particular, if additional restrictions on trade with Russia were adopted by the European Union or the United States, and were applicable to Ranpak’s products, Ranpak could lose revenue and experience lower growth rates in the future, which could have a material adverse effect on its business, financial condition or results of operations.

 

Ranpak relies on third party distributors to store, sell, market, service and distribute its products.

 

Ranpak relies on its network of third party distributors to store, sell (in the case of paper consumables), market, service and distribute its protective packaging systems and paper consumables to a majority of its end-users. Because Ranpak relies on third party distributors, Ranpak is subject to a number of risks, including:

 

the risk that distributors may terminate or decline to renew their contractual relationship with Ranpak;

 

the risk that Ranpak may not be able to renew its contracts with distributors on the same contractual terms;

 

the risk that distributors, or the services that they rely on, will fail, or will be unable to deliver Ranpak’s protective packaging systems and paper-based products in a timely manner;

 

the risk that distributors will be otherwise unable or unwilling to sell, market, service and distribute Ranpak products to end users at the same rate they have historically, or at all; and

 

the risk that end-users will increasingly seek to purchase consumables directly from suppliers, which would require Ranpak to alter its business model in order to accommodate direct-to-consumer sales.

 

If Ranpak fails to maintain its relationships with its distributors, or if its distributors do not meet the sales, marketing and service expectations of Ranpak or their end-users, Ranpak’s business, financial condition or results of operations could be materially adversely affected.

 

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Ranpak depends on third parties for transportation services.

 

Ranpak relies primarily on third parties for delivery of Ranpak’s raw materials, as well as for transportation to certain select end-users to which Ranpak directly sells its products. In particular, a significant portion of the raw materials Ranpak uses are transported by ship, railroad or trucks, which are highly regulated. If any of Ranpak’s third-party transportation providers were to fail to deliver raw materials to Ranpak in a timely manner, or fail to deliver Ranpak’s products to its direct end-users in a timely manner, Ranpak might be unable to manufacture its products in response to end-user demand. For example, at most Ranpak facilities, quantities of raw paper stored on-site represent approximately five days of paper consumables production at such facilities due to cost savings and storage limitations. In addition, if any of these third parties were to cease operations or cease doing business with Ranpak, it might be unable to replace them at reasonable cost. Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm Ranpak’s reputation, negatively impact Ranpak’s end-user relationships and have a material adverse effect on Ranpak’s financial condition or results of operations.

 

Ranpak could experience disruptions in operations and/or increased labor costs.

 

In Europe, most of Ranpak’s employees, including most of its employees in the Netherlands, are represented by either labor unions or workers councils and are covered by collective bargaining agreements that are generally renewable on an annual or bi-annual basis. In addition, as Ranpak’s business expands globally we may be subject to new labor-related requirements that may impose additional requirements or costs on our business. As is the case with any negotiation, Ranpak may not be able to negotiate or renew acceptable collective bargaining agreements in such cases, which could result in strikes or work stoppages by affected workers. Renewal of collective bargaining agreements could also result in higher wages or benefits paid to union members. A disruption in operations or higher ongoing labor costs could materially adversely affect Ranpak’s business, financial condition or results of operations.

 

Ranpak is subject to a variety of environmental and product registration laws that expose it to potential financial liability and increased operating costs.

 

Ranpak is subject to a number of federal, state, local and foreign environmental, health and safety laws and regulations that govern, among other things, the manufacture and assembly of Ranpak’s products, the discharge of pollutants into the air, soil and water and the use, handling, transportation, storage and disposal of hazardous materials.

 

Many jurisdictions require Ranpak to have operating permits for its assembly and warehouse facilities and operations. Any failure to obtain, maintain or comply with the terms of these permits could result in fines or penalties, revocation or nonrenewal of Ranpak’s permits, or orders to temporarily or permanently cease certain operations, and may have a material adverse effect on its business, financial condition or results of operations.

 

Some jurisdictions in which Ranpak operates have laws and regulations that govern the registration and labeling of some of Ranpak’s products. For example, Ranpak expects significant future environmental compliance obligations for its European operations as a result of the European Union (“EU”) Directive “Registration, Evaluation, Authorization, and Restriction of Chemicals” (EU Directive No. 2006/1907) enacted on December 18, 2006. The directive, known as REACH, imposes several requirements related to the identification and management of risks related to chemical substances manufactured or marketed in Europe. The EU also enacted in 2008 a “Classification, Labeling and Packaging” regulation, known as the CLP Regulation, which aligns the EU system of classification, labeling and packaging of chemical substances to the Globally Harmonized System. Other jurisdictions may impose similar requirements. Compliance with these requirements can be costly.

 

Ranpak cannot predict with reasonable certainty the future cost of environmental compliance, industrial hygiene within its facilities, product registration, or environmental remediation. Environmental laws have become more stringent and complex over time and may continue to do so. Ranpak’s environmental costs and operating expenses will be subject to these evolving regulatory requirements and will depend on the scope and timing of the effectiveness of requirements in these various jurisdictions. As a result of such requirements, Ranpak may be subject to an increased regulatory burden, including significant future environmental compliance, hygiene, health and safety obligations. Increased compliance costs, increasing risks and penalties associated with violations, or Ranpak’s inability to market some of its products in certain jurisdictions may have a material adverse effect on its business, financial condition or results of operations.

 

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Ranpak is subject to litigation in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may adversely impact its results of operations and financial condition.

 

In the ordinary course of business, Ranpak is subject to a variety of legal proceedings and legal compliance risks in our areas of operation around the world, including product liability claims, actions brought against Ranpak by its employees and other legal proceedings. Any such claims, regardless of merit, could be time-consuming and expensive to defend and could divert management’s attention and resources.

 

In accordance with customary practice, Ranpak maintains insurance against some, but not all, of these potential claims. Ranpak may elect not to obtain insurance if it believes that the cost of available insurance is excessive relative to the risks presented. The levels of insurance Ranpak maintains may not be adequate to fully cover any and all losses or liabilities. Further, Ranpak may not be able to maintain insurance at commercially acceptable premium levels or at all.

 

If any significant accident, judgment, claim (or a series of claims) or other event is not fully insured or indemnified against, the cost of such accident, judgment, claim(s) or other event could have a material adverse impact on Ranpak’s business, financial condition or results of operations. There can be no assurance as to the actual amount of these liabilities or the timing thereof. Ranpak cannot be certain that the outcome of current or future litigation will not have a material adverse impact on our business, results of operations and financial condition.

 

If Ranpak is not able to protect or maintain its trademarks, patents and other intellectual property, Ranpak may not be able to prevent competitors from developing similar products or from marketing their products in a manner that capitalizes on Ranpak’s trademarks, and this loss of a competitive advantage may have a material adverse effect on its business, financial position or results of operations.

 

Ranpak’s ability to compete effectively with other companies depends, in part, on its ability to maintain the proprietary nature of its owned and licensed intellectual property. If Ranpak is unable to maintain the proprietary nature of its intellectual property, this loss of a competitive advantage could result in decreased net sales or increased operating costs, either of which could have a material adverse effect on Ranpak’s business, financial condition or results of operations.

 

Ranpak owns a large number of patents and pending patent applications on its products, aspects thereof, methods of use and/or methods of manufacturing. There is a risk that Ranpak’s patents may not provide meaningful protection and patents may never be issued for its pending patent applications. Furthermore, Ranpak has historically focused and expects to continue to focus on strategically protecting its patents, including through pursuing infringement claims, which, especially in Europe, carries the risk that a court will determine Ranpak’s patents are invalid or unenforceable.

 

Trademark and trade name protection is important to Ranpak’s business. Although most of Ranpak’s trademarks are registered in the United States and in the foreign countries/regions in which Ranpak operates, it may not be successful in asserting trademark or trade name protection. In addition, the laws of some foreign countries/regions may not protect Ranpak’s intellectual property rights to the same extent as the laws of the U.S. The costs required to protect Ranpak’s trademarks and trade names may be substantial.

 

Ranpak cannot be certain that it will be able to assert these intellectual property rights successfully in the future or that they will not be invalidated, circumvented or challenged. Other parties may infringe on Ranpak’s intellectual property rights and may thereby dilute the value of our intellectual property in the marketplace. Third parties, including competitors, may assert intellectual property infringement or invalidity claims against Ranpak that could be upheld. Intellectual property litigation, which could result in substantial cost to and diversion of effort by Ranpak, may be necessary to protect its proprietary technology or for Ranpak to defend against claimed infringement of the rights of others and to determine the scope and validity of others’ proprietary rights. Ranpak may not prevail in any such litigation, and if Ranpak is unsuccessful, it may not be able to obtain any necessary licenses on reasonable terms or at all.

 

Any failure by Ranpak to protect its trademarks and other intellectual property rights may have a material adverse effect on its business, financial condition or results of operations.

 

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Ranpak’s acquisition and integration of businesses could adversely affect its business, financial condition or results of operations.

 

As part of its growth strategy, Ranpak from time to time considers acquisitions that either complement or expand its existing lines of business. For example, in March 2017, Ranpak acquired End of Line Automation Neopack Solutions S.A.S dba e3neo, a French packaging automation company (“e3neo”). Ranpak is unable to predict the size, timing and number of acquisitions it may complete, if any, in the future. Integrating acquired businesses may create substantial costs, delays or other problems for Ranpak that could adversely affect its business, financial condition or results of operations. In addition, Ranpak may incur expenses associated with sourcing, evaluating and negotiating acquisitions (including those that are not completed), and Ranpak also may pay fees and expenses associated with financing acquisitions to investment banks and other advisors. Ranpak may also assume the liabilities of an acquired company, there can be no assurances that all potential liabilities will be identified or known to Ranpak and any such liabilities could materially adversely impact Ranpak’s business and financial condition.

 

Furthermore, Ranpak may not be able to successfully integrate any acquired businesses or realize all of the expected synergies from previously acquired businesses or related strategic initiatives. If Ranpak is unable to achieve the benefits that it expects to achieve from its strategic initiatives, it could adversely affect Ranpak’s business, financial condition or results of operations. Additionally, while Ranpak executes these acquisitions and related integration activities, it is possible that Ranpak’s attention may be diverted from its ongoing operations which may have a negative impact on its business.

 

Ranpak’s insurance policies may not cover all operating risks and a casualty loss beyond the limits of its coverage could adversely impact its business.

 

Ranpak’s business is subject to operating hazards and risks relating to handling, storing, transporting and use of the products it sells. Ranpak maintains insurance policies in amounts and with coverage and deductibles that Ranpak believes are reasonable and prudent. Nevertheless, Ranpak’s insurance coverage may not be adequate to protect it from all liabilities and expenses that may arise from claims for personal injury or death or property damage arising in the ordinary course of business, and Ranpak’s current levels of insurance may not be maintained or available in the future at economical prices. If a significant liability claim is brought against Ranpak that is not adequately covered by insurance, Ranpak may have to pay the claim with its own funds, which could have a material adverse effect on Ranpak’s business, financial condition or results of operations.

 

Ranpak’s annual effective income tax rate can change materially as a result of changes in its mix of U.S. and foreign earnings and other factors, including changes in tax laws and changes made by regulatory authorities.

 

Ranpak’s overall effective income tax rate is equal to its total tax expense as a percentage of total earnings before tax. However, income tax expense and benefits are not recognized on a global basis but rather on a jurisdictional or legal entity basis. Losses in one jurisdiction may not be used to offset profits in other jurisdictions and may cause an increase in Ranpak’s tax rate. Changes in the mix of earnings (or losses) between jurisdictions and assumptions used in the calculation of income taxes, among other factors, could have a significant effect on Ranpak’s overall effective income tax rate, which may have a material adverse effect on its financial condition or results of operations.

 

U.S. federal income tax reform could adversely affect Ranpak.

 

The 2017 Tax Cuts and Jobs Act (the “TCJA”), which was enacted on December 22, 2017, significantly affects U.S. tax law by changing how the U.S. imposes income tax on multinational corporations. The TCJA, among other things, reduces the U.S. corporate income tax rate from 35% to 21%, creates a territorial tax system with a one-time mandatory tax on previously deferred foreign earnings of U.S. subsidiaries, and creates a new tax on certain foreign earnings. Ranpak continues to examine the impact the TCJA may have on its business. The TCJA requires complex computations not previously provided in U.S. tax law. As such, the application of accounting guidance for such items is currently uncertain. Further, compliance with the TCJA and the accounting for such provisions require the accumulation of information not previously required or regularly produced. As a result, Ranpak is in the process of quantifying the mandatory tax on previously deferred foreign earnings of its U.S. subsidiaries. This amount could have a material adverse effect on Ranpak’s consolidated financial position, results of operations and/or statement of cash flows.

 

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The full realization of Ranpak’s deferred tax assets may be affected by a number of factors, including earnings in the U.S.

 

Ranpak has deferred tax assets including state and foreign net operating loss carryforwards, foreign tax credits, accruals not yet deductible for tax purposes, employee benefit items and other items. Ranpak has established valuation allowances to reduce the deferred tax assets to an amount that is more likely than not to be realized. Ranpak’s ability to utilize the deferred tax assets depends in part upon its ability to generate future taxable income within each respective jurisdiction during the periods in which these temporary differences reverse or Ranpak’s ability to carryback any losses created by the deduction of these temporary differences. Ranpak expects to realize the assets over an extended period. If Ranpak is unable to generate sufficient future taxable income in the U.S. and/or certain foreign jurisdictions, or if there is a significant change in the time period within which the underlying temporary differences become taxable or deductible, Ranpak could be required to increase its valuation allowances against its deferred tax assets. Ranpak’s effective tax rate would increase if it were required to increase its valuation allowances against its deferred tax assets.

 

A significant deferred tax asset is Ranpak’s foreign tax credit carryforwards. The benefit from the amount carried forward may depend upon many factors, including the jurisdictional mix of Ranpak’s anticipated future earnings. A reduction in Ranpak’s anticipated U.S. earnings, or an unfavorable mix of domestic versus foreign-sourced U.S. earnings may change its foreign tax credit position which could result in a significant increase in its effective tax rate and could have a material adverse effect on Ranpak’s consolidated results of operations in the periods in which any such condition occurs. In addition, changes in statutory tax rates or other legislation or regulation may change Ranpak’s deferred tax assets or liability balances, with either favorable or unfavorable impacts on Ranpak’s effective tax rate.

 

Ranpak is subject to taxation in multiple jurisdictions. As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement with Ranpak’s tax positions could have a material adverse effect on its business, consolidated financial condition or results of operations.

 

Ranpak is subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of its operations and corporate and financing structure. Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. The U.S. recently enacted significant tax reform, and certain provisions of the new law may adversely affect Ranpak. Many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase Ranpak’s tax obligations in countries where it does business. Additional changes in tax laws could increase Ranpak’s overall taxes and its business, consolidated financial condition or results of operations could be adversely effected in a material way. In addition, the tax authorities in any applicable jurisdiction, including the U.S., may disagree with the positions Ranpak has taken or intends to take regarding the tax treatment or characterization of any of Ranpak’s transactions. If any applicable tax authorities, including U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of Ranpak’s transactions, it could have a material adverse effect on Ranpak’s business, consolidated financial condition or results of Ranpak’s operations.

 

Ranpak may record a significant amount of goodwill and other identifiable intangible assets and Ranpak may never realize the full carrying value of the related assets.

 

Ranpak records a significant amount of goodwill and other identifiable intangible assets, including end-user relationships, trademarks and developed technologies. Ranpak tests goodwill and intangible assets with indefinite useful lives for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. Amortizable intangible assets are periodically reviewed for possible impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment may result from, among other things, (i) a decrease in Ranpak’s expected net earnings; (ii) adverse equity market conditions; (iii) a decline in current market multiples; (iv) a decline in Ranpak’s common stock price; (v) a significant adverse change in legal factors or business climates; (vi) heightened competition; (vii) strategic decisions made in response to economic or competitive conditions; or (viii) a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of. In the event that Ranpak determines that events or circumstances exist that indicate that the carrying value of goodwill or identifiable intangible assets may no longer be recoverable, Ranpak might have to recognize a non-cash impairment of goodwill or other identifiable intangible assets, which could have a material adverse effect on Ranpak’s consolidated financial condition or results of operations.

 

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Disruption and volatility of the financial and credit markets could affect Ranpak’s external liquidity sources.

 

Ranpak’s principal sources of liquidity are accumulated cash and cash equivalents, short-term investments, cash flow from operations and amounts available under Ranpak’s lines of credit, including secured credit facilities, term loans and a revolving credit facility. Ranpak may be unable to refinance any of its indebtedness on commercially reasonable terms or at all.

 

Additionally, conditions in financial markets could affect financial institutions with which Ranpak has relationships and could result in adverse effects on Ranpak’s ability to utilize fully its committed borrowing facilities. For example, a lender under the first lien secured credit facilities may be unwilling or unable to fund a borrowing request, and Ranpak may not be able to replace such lender.

 

Risks Related to One Madison, the Business Combination and Equity Financing

 

After completion of the business combination, JS Capital and our Sponsor will own a significant portion of the outstanding voting shares of One Madison.

 

Upon completion of the business combination and the related transactions (and assuming no redemptions by our public shareholders of public shares), JS Capital will own approximately 33.2% of our ordinary shares and our Sponsor will own approximately own 8.8% of our outstanding ordinary shares. As long as JS Capital and our Sponsor own or control a significant percentage of outstanding voting power, they will have the ability to strongly influence all corporate actions requiring shareholder approval, including the election and removal of directors and the size of our board of directors, any amendment of our organizational documents, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets.

 

The interests of JS Capital and our Sponsor may not align with the interests of our other shareholders. JS Capital and our Sponsor are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. JS Capital and our Sponsor may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

 

Subsequent to the consummation of the business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

 

Although we have conducted due diligence on Rack Holdings, we cannot assure you that this diligence revealed all material issues that may be present in Rack Holdings’ business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and Rack Holdings’ control will not later arise. As a result, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about One Madison following the completion of the business combination or our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

 

We and Rack Holdings will be subject to business uncertainties and contractual restrictions while the business combination is pending.

 

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on us and Rack Holdings. These uncertainties may impair Rack Holdings’ ability to retain and motivate key personnel and could cause third parties that deal with Rack Holdings to defer entering into contracts or making other decisions or seek to change existing business relationships. If employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or Rack Holdings’ business could be harmed.

 

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We are dependent upon our current executive officers and directors and their loss could adversely affect our ability to operate.

 

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed the business combination. Other than key-man insurance on the life of Mr. Asali that we are required to obtain under the terms of the forward purchase agreements, we do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

 

Our ability to successfully effect the business combination and successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Ranpak. The loss of such key personnel and our inability to hire and retain replacements could negatively impact the operations and profitability of One Madison following the business combination.

 

Our ability to successfully effect the business combination and successfully operate the business is dependent upon the efforts of certain key personnel, including Ranpak senior management. Although we contemplate that the majority of Ranpak senior management team will remain associated with the combined company following the business combination, it is possible that additional members of Ranpak management team will depart. The loss of such key personnel and our inability to hire and retain replacements could negatively impact the operations and profitability of One Madison following the business combination.

 

Certain of our existing shareholders have agreed to vote in favor of the business combination, regardless of how our public shareholders vote.

 

Certain of our existing shareholders, including our Sponsor, our directors, our officers, the anchor investors, the subscription investors and the BSOF entities, have agreed to vote their shares (not including the 398,936 Class B ordinary shares for which one of our anchor investors has waived its right to for so long as the shares are held by such anchor investor or any of its controlled affiliates), as well as any public shares purchased during or after the IPO, in favor of our initial business combination. At the time of the general meeting, we expect that our Sponsor, our directors, our officers, the anchor investors, the subscription investors and the BSOF entities will collectively own approximately 36% of our outstanding ordinary shares. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by our public shareholders.

 

Neither the One Madison board of directors nor any committee thereof obtained a third party financial opinion in determining whether or not to pursue the business combination.

 

Neither the One Madison board of directors nor any committee thereof obtained an opinion from an independent investment banking or accounting firm that the price that One Madison is paying for Rack Holdings is fair to One Madison from a financial point of view. Neither the One Madison board of directors nor any committee thereof obtained a third party valuation in connection with the business combination. In analyzing the business combination, the One Madison board of directors and management conducted due diligence on Rack Holdings and researched the industry in which Rack Holdings operates. The One Madison board of directors reviewed, among other things, financial due diligence materials prepared by professional advisors, including quality of earnings reports and tax due diligence reports, financial and market data information on selected comparable companies, the implied purchase price multiple of Rack Holdings and the financial terms set forth in the stock purchase agreement, and concluded that the business combination was in the best interest of its shareholders. Accordingly, investors will be relying solely on the judgment of the One Madison board of directors and management in valuing Rack Holdings, and the One Madison board of directors and management may not have properly valued such businesses. The lack of a third party valuation may also lead an increased number of shareholders to vote against the business combination or demand redemption of their shares, which could potentially impact our ability to consummate the business combination.

 

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In evaluating the target business for our business combination, our management has relied on the availability of all of the funds from the sale of the forward purchase shares and the subscription shares to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward purchase shares and subscription shares fails to close, we may lack sufficient funds to consummate our business combination.

 

In connection with the IPO, we entered into the forward purchase agreements pursuant to which the anchor investors agreed to purchase an aggregate of 15,000,000 forward purchase shares plus 5,000,000 redeemable warrants for a purchase price of  $10.00 per forward purchase share, or $150,000,000 in the aggregate, in a private placement to close concurrently with our business combination. Additionally, in connection with the entry into the stock purchase agreement, we entered into the subscription agreements pursuant to which the subscription investors agreed to purchase an aggregate of 14,200,000 shares of One Madison’s Class A ordinary shares and Class C ordinary shares for a purchase price of $10.00 per Class ordinary share or Class C ordinary share, or $142,000,000 in the aggregate, in a private placement to close concurrently with our business combination. The funds from the sale of forward purchase shares and subscription shares (collectively, the “equity financing shares”) may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our business combination or for working capital in the post-transaction company. The obligations under the equity financing agreements do not depend on whether any public shareholders elect to redeem their shares and provide us with a minimum funding level for the business combination. However, if the sales of the equity financing shares do not close for any reason, including by reason of the failure by some or all of the equity financing investors, as applicable, to fund the purchase price for their respective equity financing shares, for example, we may lack sufficient funds to consummate the business combination. Additionally, the applicable equity financing investors’ obligations to purchase shares pursuant to the forward purchase agreements are subject to termination prior to the closing of the sale of such equity financing shares (i) if our initial business combination is not consummated within 24 months from the closing of our initial public offering; (ii) upon the death of Mr. Asali; (iii) if Mr. Asali, our Sponsor or One Madison becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of Mr. Asali, our Sponsor or One Madison, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment; or (iv) if Mr. Asali is indicted and/or convicted in a criminal proceeding for a crime involving fraud or dishonesty. The equity financing investors’ obligations to purchase the equity financing shares are subject to fulfillment of customary closing conditions. The subscription investors’ obligations to purchase shares pursuant to the subscription agreements are subject to termination prior to the closing of the sale of such equity financing shares automatically upon termination of the stock purchase agreement. In the event of any such failure to fund by an equity financing party, any obligation is so terminated or any such condition is not satisfied and not waived by such equity financing party, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall would also reduce the amount of funds that we have available for working capital of One Madison post-business combination. While each anchor investor has represented to us that it has sufficient funds to satisfy its obligations under the forward purchase agreement, we have not obligated them to reserve funds for such obligations. The subscription investors have agreed to take all actions that are necessary, proper or advisable to have available to them sufficient funds to satisfy its obligations under the subscription agreement at the closing.

 

Our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence the vote on a business combination and reduce the public “float” of our Class A ordinary shares.

 

Our Sponsor, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

 

The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination. Any such purchases of our securities may result in the completion of our business combination that may not otherwise have been possible.

 

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In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

 

If a shareholder fails to comply with the procedures for redeeming its shares, such shares may not be redeemed.

 

In order to validly redeem public shares, holders of our public shares will need to comply with the various procedures described in this proxy statement/prospectus. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

 

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

 

Our public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by January 22, 2020 and (iii) the redemption of our public shares if we are unable to complete an initial business combination by January 22, 2020, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

 

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

 

Our units, Class A ordinary shares and warrants are listed on the NYSE. We cannot guarantee that our securities will remain listed on the NYSE. Although we currently meet the minimum initial listing standards set forth in the NYSE listing standards, we cannot assure you that our securities will continue to be listed on the NYSE in the future or following our business combination. In order to continue listing our securities on the NYSE, we must maintain certain financial, distribution and share price levels. In connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements in order to continue to maintain the listing of our securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share. We cannot assure you that we will be able to meet these initial listing requirements.

 

If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

 

a limited availability of market quotations for our securities;

 

reduced liquidity for our securities;

 

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 

a limited amount of news and analyst coverage; and

 

a decreased ability to issue additional securities or obtain additional financing in the future.

 

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our units, Class A ordinary shares and warrants are listed on the NYSE, and, as a result, are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

 

Our Sponsor, certain members of our board of directors and our officers have interests in the business combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the business combination and the other proposals described in this proxy statement/prospectus.

 

When considering our board of directors’ recommendation that our shareholders vote in favor of the approval of the business combination, our shareholders should be aware that our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, the interests of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to shareholders that they approve the business combination. Our shareholders should take these interests into account in deciding whether to approve the business combination. These interests include:

 

the fact that 6,272,000 founder shares held by our Sponsor, following the transfer of 1,228,000 founder shares to the BSOF entities and certain of our directors, officers and employees, will convert on a one-for-one basis, into 6,272,000 Class A ordinary shares (or Class C ordinary shares, at the election of the Sponsor) upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares or Class C ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares or Class C ordinary shares are issued by us in connection with or in relation to the consummation of the business combination), and such securities, if unrestricted and freely tradable would be valued at approximately $          , based on the closing price of our Class A ordinary shares on the NYSE on            , 2019;

 

the fact that our founder and certain members of our board of directors and our officers, together with the other anchor investors and the BSOF entities hold 8,000,000 warrants purchased in a private placement that closed simultaneously with the consummation of the IPO that would expire worthless if a business combination is not consummated (7,429,256 of which private placement warrants will be exchanged for 742,926 Class A ordinary shares or Class C ordinary shares pursuant to the warrant exchange);

 

the fact that our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by January 22, 2020;

 

the fact that certain of our officers and directors have loaned amounts to One Madison pursuant to the working capital promissory note for One Madison to use to pay working capital expenses, including expenses incurred in connection with the business combination, which amounts are to be repaid in connection with the closing and if the business combination does not close, there may be insufficient assets outside the trust account to satisfy such loans in full;

 

the fact that in connection with the IPO, we entered into the forward purchase agreements with the anchor investors, which include certain of the officers and directors of One Madison, which provide for the purchase by the anchor investors of an aggregate of 15,000,000 Class A ordinary shares or Class C ordinary shares, plus an aggregate of 5,000,000 forward purchase warrants (subject to reallocation as provided in the reallocation agreement), for an aggregate purchase price of  $10.00 per ordinary share, in a private placement to occur immediately prior to the closing;

 

the fact that in connection with the business combination, we entered into the subscription agreements with the subscription investors, which include certain officers and directors of One Madison, which provide for the purchase by the subscription investors of an aggregate of 14,200,000 Class A ordinary shares or Class C ordinary shares (plus forward purchase warrants reallocated pursuant to the reallocation agreement), for an aggregate purchase price of  $10.00 per ordinary share, in a private placement to occur immediately prior to the closing;

 

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the fact that the equity financing investors, which include certain officers and directors of One Madison, own 3,750,000 founder shares, which will convert on a one-for-one basis, into 3,750,000 Class A ordinary shares (or Class C ordinary shares, at the election of the holder) upon the closing (assuming (x) no public shares are redeemed by public shareholders in connection with the business combination and (y) no additional Class A ordinary shares or Class C ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares or Class C ordinary shares are issued by us in connection with or in relation to the consummation of the business combination), and such shares, if unrestricted and freely tradable would be valued at approximately $        , based on the closing price of our Class A ordinary shares on        , 2019;

 

the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if One Madison fails to complete an initial business combination by January 22, 2020;

 

the fact that if the trust account is liquidated, including in the event One Madison is unable to complete an initial business combination by January 22, 2020, our Sponsor has agreed that it will be liable to One Madison if and to the extent any claims by a vendor for services rendered or products sold to One Madison, or a prospective target business with which One Madison has entered into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”);

 

the continuation of our current directors and officers as directors and officers of One Madison;

 

the continued indemnification of One Madison’s current directors and officers and the continuation of One Madison’s directors’ and officers’ liability insurance after the business combination;

 

the fact that our Sponsor, officers and directors were not permitted to participate in the formation of, or become a director or officer of, any other blank check company until we entered into a definitive agreement regarding an initial business combination or failed to complete an initial business combination by January 22, 2020; and

 

the fact that our Sponsor, officers and directors will not be reimbursed for any out-of-pocket expenses from any amounts held in the trust account if an initial business combination is not consummated by January 22, 2020.

 

The holders of our founder shares hold a significant number of our ordinary shares. They will lose their entire investment in us if we do not complete an initial business combination by January 22, 2020.

 

The holders of our founder shares hold 11,250,000 founder shares (which are convertible for an aggregate of 11,250,000 Class A ordinary shares or Class C ordinary shares, at the election of the holder, assuming no redemptions and no additional Class A ordinary shares or Class C ordinary shares, or securities convertible into or exchangeable for Class A ordinary shares or Class C ordinary shares, are issued by One Madison in connection with the initial business combination), representing approximately 15.8% of the total outstanding shares upon the closing, which does not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. The founder shares will be worthless if we do not complete an initial business combination by January 22, 2020.

 

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The founder shares are identical to the Class A ordinary shares included in the units, except that (i) the founder shares and the Class A ordinary shares into which the founder shares convert upon an initial business combination are subject to certain transfer restrictions, (ii) our Sponsor, officers and directors have entered into agreements with us, pursuant to which they have agreed (a) to waive their redemption rights with respect to their founder shares and public shares owned in connection with the completion of the business combination, (b) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination by January 22, 2020 (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete an initial business combination by January 22, 2020) and (iii) the founder shares are automatically convertible into Class A ordinary shares at the time of the business combination, as described herein.

 

The personal and financial interests of our Sponsor, officers and directors may have influenced their motivation in identifying and selecting Rack Holdings, completing the business combination with Rack Holdings and influencing the operation of One Madison following the business combination.

 

Our Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if a business combination is not completed.

 

At the closing, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed from funds held in the trust account for any out-of-pocket expenses incurred in connection with activities on One Madison’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on One Madison’s behalf. The personal and financial interests of our Sponsor, executive officers and directors may influence their motivation in identifying and selecting a target business and completing the business combination.

 

We will incur significant transaction costs in connection with the business combination and related transactions.

 

We have incurred and expect to continue to incur significant, non-recurring costs in connection with consummating the business combination and related transactions. All expenses incurred in connection with the business combination and related transactions, including all legal, and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs. Our transaction expenses as a result of the business combination and related transactions are currently estimated to be approximately $39-40.5 million, including $10,500,000 in accompanying deferred underwriting commissions and private placement fees to the underwriters of our IPO. See the notes to the unaudited pro forma financial statements for more information.

 

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what our actual financial position or results of operations would have been.

 

The unaudited pro forma condensed combined financial information for One Madison following the business combination in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the business combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

We may waive one or more of the conditions to the business combination.

 

Subject to our obligations under the stock purchase agreement, we may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the business combination, to the extent permitted by our existing organizational documents and applicable laws. For example, it is a condition to our obligations to close the business combination that Rack Holdings has performed its covenants in all material respects. However, if our board of directors determines that any such breach is not material to the business of Rack Holdings, then our board of directors may, with the consent of the subscription investors, elect to waive that condition and close the business combination.

 

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Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

 

In the event that the proceeds in the trust account are reduced below the lesser of  (i) $10.00 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

 

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

 

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

 

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if  (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

 

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

 

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

 

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

 

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

 

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately  $18,293 and to imprisonment for five years in the Cayman Islands.

 

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We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

 

We have not registered the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the terms of the warrant agreement, we have agreed to use our best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares under blue sky laws. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

 

The grant of registration rights to certain holders of our shares and warrants may make it more difficult to complete our business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

 

Pursuant to the registration rights agreements entered into in connection with the IPO and the sales of the subscription shares, the equity financing investors and holders of the private placement warrants and the warrants that may be issued upon conversion of the working capital loans are entitled to registration rights with respect to such equity financing shares, warrants and the ordinary shares underlying such warrants, as applicable. The registration rights are exercisable with respect to the equity financing shares, the private placement warrants (including any Class A ordinary shares or Class C ordinary shares issuable upon exercise of such private placement warrants) and the warrants that may be issued upon conversion of working capital loans (including any Class A ordinary shares that may be issued upon the exercise of such warrants). Pursuant to the forward purchase agreements and the strategic partnership agreement, we have agreed that we will use our reasonable best efforts (i) to file within 30 days after the closing (and, with respect to clause (B) below, within 30 days following announcement of the results of the shareholder vote relating to our business combination, which we refer to as the “disclosure date”) a registration statement with the SEC for a secondary offering of  (A) the forward purchase securities, the subscription securities, the Class A ordinary shares and Class C ordinary shares underlying the forward purchase warrants, and the anchor investors’ and the BSOF entities’ founder shares, and (B) any other Class A ordinary shares or warrants acquired by the anchor investors, the BSOF entities and the subscription investors, including any time after we complete our business combination, (ii) to cause such registration statement to be declared effective promptly thereafter, but in no event later than 60 days after the closing or the disclosure date, as the case may be and (iii) to maintain the effectiveness of such registration statement until the earliest of  (A) the date on which such relevant party ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements, the subscription agreements and the voting agreement, as applicable. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares.

 

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We have agreed to issue additional Class A ordinary shares or preference shares to complete our business combination and may issue additional Class A ordinary shares or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.

 

Our existing organizational documents authorize the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 25,000,000 Class B ordinary shares, par value $0.0001 per share, 200,000,000 Class C ordinary shares, par value $0.0001, and 1,000,000 preference shares, $0.0001 per share. At December 31, 2018, there were 170,000,000, 13,750,000, 200,000,000 and 1,000,000 authorized but unissued Class A ordinary shares, Class B ordinary shares, Class C ordinary shares and preference shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants, shares issuable upon conversion of the Class B ordinary shares or shares issued upon the sale of the forward purchase shares or the subscription shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our business combination unless the holder elects to have such shares converted into Class C ordinary shares, as described herein. Following the consummation of our business combination, the Class C ordinary shares are convertible into Class A ordinary shares on a one-for-one basis (i) at the election of the holder with 65 days’ written notice or (ii) upon the transfer of such Class C ordinary share to an unaffiliated third party.

 

We have agreed to issue additional Class A ordinary shares and Class C ordinary shares to the equity financing investors in order to obtain equity financing to complete our business combination. Prior to the business combination, we may issue additional Class A ordinary shares, Class C ordinary shares or preference shares in order to obtain additional equity financing, and we may issue additional Class A ordinary shares, Class C ordinary shares under an employee incentive plan after completion of our business combination. However, our existing organizational documents provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any business combination. The issuance of additional ordinary or preference shares:

 

may significantly dilute the equity interest of investors in the IPO;

 

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

 

could cause a change in control if a substantial number of Class A ordinary shares are issued, which could result in the resignation or removal of our present officers and directors; and

 

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

 

Prior to the domestication, because One Madison is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

 

Prior to the domestication, One Madison is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon One Madison’s directors or executive officers, or enforce judgments obtained in the United States courts against One Madison’s directors or officers. If the Domestication Proposal is approved pursuant to this proxy statement/prospectus, One Madison will be a Delaware corporation following the closing.

 

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Prior to the domestication, One Madison’s corporate affairs are governed by its existing organizational documents, the Cayman Islands Companies Law and the common law of the Cayman Islands. One Madison is also subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of One Madison’s directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of One Madison’s shareholders and the fiduciary responsibilities of One Madison’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

 

One Madison has been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 

As a result of all of the above, prior to the domestication public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

 

We have entered into the debt financing for the purposes of consummating the business combination which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

 

Pursuant to the debt financing, in connection with signing the stock purchase agreement, we entered into the debt commitment letter with the lenders, pursuant to which they have committed to provide senior secured credit facilities. The aggregate commitment consists of a $289,175,000 dollar-denominated first lien term facility and a €140,000,000 euro-denominated first lien term facility (with the ability for us, prior to closing, to reduce the dollar-denominated first lien term facility and correspondingly increase the euro-denominated first lien term facility in an amount of up to €60,000,000), a $45,000,000 revolving facility (with the ability for us, prior to closing, to join additional revolving lenders who would commit to provide up to $30,000,000 of additional commitments under the revolving facility), a $100,000,000 first lien contingency term facility and a $100,000,000 second lien contingency term facility. In connection with the debt financing, we have not agreed to provide the lenders any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, the debt financing does not affect the per share amount available for redemption from the trust account. The definitive agreements governing the senior secured credit facilities, impose, and future financing agreements are likely to impose, operating and financial restrictions on our activities which may adversely affect our ability to finance capital expenditures, acquisitions, debt service requirements or to engage in new business activities or otherwise adversely affect our ability to execute our business strategy compared to our competitors who have less debt. In some cases, these restrictions require us to comply with or maintain certain financial tests and ratios. Subject to certain exceptions, such agreements restrict our ability to, among other things:

 

declare dividends or redeem or repurchase capital stock, including with respect to our Class A ordinary shares;

 

prepay, redeem or purchase other debt;

 

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incur liens;

 

make loans, guarantees, acquisitions and other investments;

 

incur additional indebtedness;

 

engage in sale and leaseback transactions;

 

amend or otherwise alter debt and other material agreements;

 

engage in mergers, acquisitions or asset sales;

 

engage in transactions with affiliates; and

 

enter into arrangements that would prohibit us from granting liens or restrict our ability to pay dividends, make loans or transfer assets among our subsidiaries.

 

Further, various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our existing or future financing agreements, including with respect to the senior secured credit facilities, could result in a default under those agreements and under other agreements containing cross-default provisions. Such a default would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed by our existing and future financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all.

 

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our business combination with which a substantial majority of our shareholders do not agree.

 

Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates.

 

The holders of our founder shares and the BSOF entities control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

 

The holders of our founder shares and the BSOF entities own 36% of our issued and outstanding ordinary shares (assuming they do not purchase any additional Class A ordinary shares and excluding 398,936 Class B ordinary shares held by one of our anchor investors who has waived its right to vote any of such shares on any matter for so long as such shares are held by such anchor investor or any of its controlled affiliates). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. If the holders of our founder shares purchase any additional Class A ordinary shares, this would increase their control. To our knowledge, none of our officers or directors, has any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares.

 

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We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

 

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and One Madison. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

 

We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

 

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per warrant, provided that the closing price of our public shares 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 trading day prior to proper notice of such redemption. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by the anchor investors, the BSOF entities or their respective permitted transferees.

 

Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

 

We issued warrants to purchase 15,000,000 of our Class A ordinary shares as part of the units sold in the IPO and, simultaneously with the closing of the IPO, we issued in the private placement an aggregate of 8,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share or one Class C ordinary share, as applicable, at $11.50 per share. We also agreed to issue 5,000,000 forward purchase warrants concurrently with the closing of the sale of the forward purchase shares. In addition, if our founder or an affiliate of our founder makes any working capital loans, he or it may convert up to $1,500,000 million of such loans into up to an additional 1,500,000 private placement warrants, at the price of  $1.00 per warrant. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

 

Because certain of our ordinary shares and warrants currently trade as units consisting of one ordinary share and one-half of one warrant, the units may be worth less than units of other blank check companies.

 

Certain of our ordinary shares and warrants currently trade as units consisting of one ordinary share and one-half of one warrant. Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant may be exercised at any given time. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number ordinary shares to be issued to the warrant holder. As a result, public warrant holders who did not purchase a number of units or warrants that would convert into a whole share must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued.

 

This is different from other companies similar to ours whose units include one ordinary share and one warrant to purchase one whole share. This unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

 

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Warrants, including those issued in connection with the business combination, will become exercisable for our ordinary shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

 

We issued warrants to purchase 15,000,000 ordinary shares as part of our IPO, and we issued an aggregate of 8,000,000 private placement warrants to the anchor investors and the BSOF entities, each exercisable to purchase one whole ordinary share at $11.50 per whole share. We also agreed to issue an aggregate of 5,000,000 forward purchase warrants to our anchor investors.

 

In addition, prior to consummating the business combination, nothing prevents us from issuing additional securities in a private placement so long as they do not participate in any manner in the trust account or vote as a class with the ordinary shares on a business combination. To the extent such warrants are exercised, additional ordinary shares will be issued, which will result in dilution to the then existing holders of our ordinary shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our ordinary shares. In addition, such dilution could, among other things, limit the ability of our current shareholders to influence management of Rack Holdings through the election of directors following the business combination.

 

The market for our securities may be volatile following the closing.

 

Following the business combination, the price of our securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. The price of our securities after the business combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports.

 

A significant portion of our total outstanding shares may be sold into the market in the near future. This could cause the market price of our ordinary shares to drop significantly, even if our business is doing well.

 

Sales of a substantial number of ordinary shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our ordinary shares. After the consummation of the business combination (and assuming no redemptions by our public shareholders of public shares), our Sponsor will hold approximately 8.8% of our total outstanding shares, our officers and directors will hold approximately 4.6% of our total outstanding shares, JS Capital will hold approximately 33.2% of our total outstanding shares, and the BSOF entities will hold approximately 6.4% of our total outstanding shares, which does not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter. Pursuant to the terms of the forward purchase agreements entered into at the time of the IPO and the reallocation agreement, the founder shares may not be transferred until the earlier to occur of  (i) one year after the closing or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the closing, the ordinary shares into which the founder shares convert will be released from these transfer restrictions.

 

If the business combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of our securities may decline.

 

If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of our securities prior to the closing may decline. The market values of our securities at the time of the business combination may vary significantly from their prices on the date the stock purchase agreement was executed, the date of this proxy statement/prospectus, or the date on which our shareholders vote on the business combination.

 

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In addition, following the business combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the business combination, trading in the shares of our Class A ordinary shares has not been active. Accordingly, the valuation ascribed to our Class A ordinary shares in the subscription agreements may not be indicative of the price that will prevail in the trading market following the business combination. If an active market for our securities develops and continues, the trading price of our securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

 

Factors affecting the trading price of our securities following the business combination may include:

 

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

 

changes in the market’s expectations about our operating results;

 

success of competitors;

 

our operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

changes in financial estimates and recommendations by securities analysts concerning One Madison or the market in general;

 

operating and stock price performance of other companies that investors deem comparable to One Madison;

 

changes in laws and regulations affecting our business;

 

commencement of, or involvement in, litigation involving One Madison;

 

changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

 

the volume of ordinary shares available for public sale;

 

any major change in our board of directors or management;

 

sales of substantial amounts of ordinary shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; and

 

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

 

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to One Madison following the business combination could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price for our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

 

Following the business combination, if securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our ordinary shares adversely, the price and trading volume of our ordinary shares could decline.

 

The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If any of the analysts who may cover One Madison following the business combination change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our ordinary shares would likely decline. If any analyst who may cover One Madison following the business combination were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

 

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Activities taken by affiliates of One Madison to purchase, directly or indirectly, public shares will increase the likelihood of approval of the business combination and other proposals and may affect the market price of our securities.

 

Prior to or in connection with the business combination, our Sponsor, directors, officers, advisors or their affiliates may purchase public shares. None of our Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or if prohibited during a restricted period under Regulation M under the Exchange Act. Such purchases may be made in privately negotiated transactions. Although none of our Sponsor, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such public shares, in the event such parties do, the payment of a premium may not be in the best interest of those shareholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by our Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay.

 

If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination and other proposals and would likely increase the chances that such proposals would be approved. If the market does not view the business combination positively, purchases of public shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of our securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of our securities.

 

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by One Madison or the persons described above have been entered into with any such investor or holder.

 

One Madison may be unable to obtain additional financing to fund its operations or growth.

 

One Madison may require additional financing to fund its operations or growth. The failure to secure additional financing could have a material adverse effect on the continued development or growth of One Madison. Other than pursuant to the working capital promissory note, none of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

 

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

 

We are subject to laws, regulations and rules enacted by national, regional and local governments and the NYSE. In particular, we are required to comply with certain SEC, NYSE and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

 

There can be no assurance that our ordinary shares that will be issued in connection with the business combination will be approved for listing on NYSE following the closing, or that we will be able to comply with the continued listing standards of NYSE.

 

Our public shares, public units and public warrants are currently listed on NYSE. Our continued eligibility for listing, may depend on, among other things, the number of our shares that are redeemed. If, after the business combination, NYSE delists our ordinary shares from trading on its exchange for failure to meet the listing standards, we and our shareholders could face significant material adverse consequences including:

 

a limited availability of market quotations for our securities;

 

reduced liquidity for our securities;

 

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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 

a limited amount of news and analyst coverage; and

 

a decreased ability to issue additional securities or obtain additional financing in the future.

 

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Class A ordinary shares, units and public warrants are listed on NYSE, they are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

 

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

 

Following our domestication as a Delaware corporation, assuming the approval of the Domestication Proposal, we will be subject to income and other taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

changes in the valuation of our deferred tax assets and liabilities;

 

expected timing and amount of the release of any tax valuation allowances;

 

tax effects of stock-based compensation;

 

costs related to intercompany restructurings;

 

changes in tax laws, regulations or interpretations thereof; or

 

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

 

In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

 

Our shareholders will experience immediate dilution as a consequence of the issuance of ordinary shares and warrants in connection with the business combination.

 

In connection with the business combination, we will issue 15,000,000 ordinary shares and 5,000,000 warrants pursuant to the forward purchase agreements entered into in connection with the IPO, 14,200,000 ordinary shares pursuant to the subscription agreements and 742,926 ordinary shares pursuant to the warrant exchange agreement. As a result, following the consummation of the business combination and related transactions, our public shareholders (other than the BSOF entities) will hold 26,000,000 Class A ordinary shares, or approximately 36.5% of our issued and outstanding ordinary shares (assuming that no holders of public shares elect to redeem their shares for a portion of the trust account and we do not otherwise issue any additional shares in connection with the business combination), which does not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter.

 

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We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

 

We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could remain an emerging growth company for up to five years from the date of our IPO, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

 

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

 

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2018. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of Rack Holdings in order to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the business combination.

 

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Following the business combination with Ranpak, the Company’s substantial levels of outstanding indebtedness could adversely affect the combined company’s financial condition and ability to fulfill its obligations.

 

The Company will incur substantial levels of outstanding debt in order to effect the business combination with Ranpak, and the outstanding indebtedness of the combined company following the business combination may:

 

adversely impact the Company’s ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes;

 

require the Company to dedicate a substantial portion of its cash flow to payment of principal and interest on its debt and fees on its letters of credit, which reduces the availability of its cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

 

subject the Company to the risk of increased sensitivity to interest rate increases based upon variable interest rates, including the Company’s outstanding borrowings (if any);

 

increase the possibility of an event of default under the financial and operating covenants contained in the Company’s existing debt instruments; and

 

limit the Company’s ability to adjust to rapidly changing market conditions, reduce its ability to withstand competitive pressures and make it more vulnerable to a downturn in general economic conditions of the Company’s business than their competitors with less debt.

 

The Company’s ability to make scheduled payments of principal or interest with respect to its debt will depend on the Company’s ability to generate cash and its future financial results. If the Company is unable to generate sufficient cash flow from operations in the future to service our debt obligations, the Company might be required to refinance all or a portion of its existing debt or to obtain new or additional such facilities. However, the Company might not be able to refinance its existing debt or obtain any such new or additional facilities on favorable terms or at all.

 

Risks Related to Domestication

 

Currently, the rights of holders of One Madison ordinary shares arise under Cayman Islands law as well as the existing organizational documents. Upon effectiveness of the One Madison domestication and the closing, the rights of our One Madison shareholders will arise under the DGCL as well as the proposed organizational documents of One Madison.

 

Upon effectiveness of the One Madison domestication, the rights of One Madison shareholders will arise under the proposed organizational documents of One Madison as well as the DGCL. The proposed organizational documents and the DGCL contain provisions that differ in some respects from those in the existing organizational documents and Cayman Islands law and, therefore, some rights of One Madison shareholders following the domestication and business combination could differ from the rights that One Madison shareholders currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under the DGCL. This change could increase the likelihood that One Madison becomes involved in costly litigation, which could have a material adverse effect on One Madison.

 

For a more detailed description of the rights of our shareholders prior to the domestication and business combination and how they may differ from their rights following the domestication and business combination, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights” beginning on page 175. Forms of the proposed organizational documents of One Madison are attached as Annexes C and D to this proxy statement/prospectus and we urge you to read them.

 

Provisions in our proposed organizational documents effected in connection with our domestication as a Delaware corporation, assuming shareholder approval of the Domestication Proposal, may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

 

Our existing organizational documents and our proposed organizational documents in connection with our domestication as a Delaware corporation, assuming shareholder approval of the Domestication Proposal and the Organizational Documents Proposals, contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

 

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One Madison Delaware’s proposed organizational documents will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between One Madison Delaware and its stockholders, to the fullest extent permitted by law, which could limit One Madison Delaware’s stockholders’ ability to obtain a favorable judicial forum for disputes with One Madison Delaware or its directors, officers, stockholders, employees or agents.

 

One Madison Delaware’s proposed organizational documents that will be in effect upon the domestication provide that, to the fullest extent permitted by law, unless One Madison Delaware consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for:

 

any derivative action or proceeding brought on behalf of One Madison Delaware;

 

any action asserting a claim of breach of a fiduciary duty owed to One Madison Delaware or One Madison Delaware’s stockholders by any of One Madison Delaware’s directors, officers or other employees;

 

any action asserting a claim against One Madison Delaware or any of One Madison Delaware’s directors, officers or employees arising out of or relating to any provision of the DGCL or One Madison Delaware’s proposed organizational documents; or

 

any action asserting a claim against One Madison Delaware or any of One Madison Delaware’s directors, officers, stockholders or employees that is governed by the internal affairs doctrine of the Court of Chancery of the State of Delaware.

 

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with One Madison Delaware or any of One Madison Delaware’s directors, officers, or other employees, which may discourage lawsuits with respect to such claims. However, stockholders will not be deemed to have waived One Madison Delaware’s compliance with the federal securities laws and the rules and regulations thereunder and this provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, this provision applies to Securities Act claims and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provision with respect to suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If a court were to find the choice of forum provision contained in One Madison Delaware’s proposed organizational documents to be inapplicable or unenforceable in an action, One Madison Delaware may incur additional costs associated with resolving such action in other jurisdictions, which could harm One Madison Delaware’s business, results of operations and financial condition.

 

Our domestication as a Delaware corporation in connection with the business combination may result in taxes imposed on shareholders.

 

We expect, in connection with our business combination with Rack Holdings and subject to requisite shareholder approval under the Cayman Islands Companies Law, to reincorporate in the State of Delaware assuming approval of the Domestication Proposal. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the domestication.

 

Risks Related to the Redemption

 

There is no guarantee that a shareholder’s decision whether to redeem their shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

 

We can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the business combination, may cause an increase in our share price, and may result in a lower value realized now than a shareholder of One Madison might realize in the future had the shareholder redeemed their shares. Similarly, if a shareholder does not redeem their shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, including the business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

 

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If our shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their ordinary shares for a pro rata portion of the funds held in the trust account.

 

In order to exercise their redemption rights, holders of public shares are required to submit a request in writing and deliver their stock to our transfer agent at least two (2) business days prior to the general meeting. Shareholders electing to redeem their shares will receive their pro rata portion of the trust account less income taxes payable, calculated as of two (2) business days prior to the anticipated consummation of the business combination. See the section entitled “General Meeting of One Madison Shareholders – Redemption Rights” for additional information on how to exercise your redemption rights.

 

Shareholders of One Madison who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

 

Public shareholders who wish to redeem their shares for a pro rata portion of the trust account must, among other things, as fully described in the section entitled “General Meeting of One Madison Shareholders – Redemption Rights,&rd