S-4/A 1 fs42019a2_onemadison.htm AMENDMENT NO. 2 TO FORM S-4

As filed with the Securities and Exchange Commission on April 23, 2019

Registration No. 333-230030

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

Amendment No. 2 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

 

S

 

Smaller reporting company

 

£

       

Emerging growth company

 

S

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 23, 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 54 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 the offices of Davis Polk & Wardwell LLP, at 450 Lexington Avenue, New York, New York 10017 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

 

Page

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

 

13

Summary of the Proxy Statement/Prospectus

 

31

Selected Historical Financial Information of One Madison

 

47

Selected Historical Financial Information of Rack Holdings

 

48

Selected Unaudited Pro Forma Condensed Combined Financial Information

 

49

Comparative Share Information

 

51

Market Price and Dividend Information

 

53

Risk Factors

 

54

The Business Combination

 

88

The Domestication

 

125

General Meeting of One Madison Shareholders

 

127

U.S. Federal Income Tax Considerations

 

131

Proposal No. 1 — The Business Combination Proposal

 

145

Proposal No. 2 — The NYSE Proposal

 

146

Proposal No. 3 — The Domestication Proposal

 

147

Proposal No. 4 — Organizational Documents Proposal A

 

148

Proposal No. 5 — Organizational Documents Proposal B

 

149

Proposal No. 6 — Organizational Documents Proposal C

 

150

Proposal No. 7 — Organizational Documents Proposal D

 

151

Proposal No. 8 — Organizational Documents Proposal E

 

152

Proposal No. 9 — Organizational Documents Proposal F

 

153

Proposal No. 10 — Organizational Documents Proposal G

 

154

Proposal No. 11 — The Director Election Proposal

 

155

Proposal No. 12 — The Incentive Plan Proposal

 

156

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

 

209

Executive Compensation

 

217

Beneficial Ownership of Securities

 

221

Certain Relationships and Related Party Transactions

 

223

Description of Securities

 

224

Securities Act Restrictions on Resale of Common Stock

 

233

Appraisal Rights

 

234

Shareholder Nominations and Proposals

 

234

Shareholder Communications

 

236

Legal Matters

 

236

Experts

 

237

Enforceability of Civil Liability

 

238

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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 239.

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;

“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;

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“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;

“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;

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“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),

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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.

•        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.

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•        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.”

•        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

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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

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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.”

•        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.”

•        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;

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•        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,

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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”);

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.”

 

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

 

See paragraph 1 of the existing organizational documents.

 

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.

 

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.

 

See Article 49.4 of the existing
organizational documents.

 

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.

 

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.

 

See Article 49 of the existing organizational documents.

 

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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.

 

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.


 

See Article 20.3 of the existing
organizational documents.

 


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Existing Organizational
Documents

 

Proposed Organizational
Documents

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.

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

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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.

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

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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 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

24

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

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

25

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.

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

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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.

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

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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.

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 90.

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.”

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

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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.

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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.”

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

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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;

•        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

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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.

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

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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.

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 88. 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.

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”

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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.

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

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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 the offices of Davis Polk & Wardwell LLP, at 450 Lexington Avenue, New York, New York 10017, 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.

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.

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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.”

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.”

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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.

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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 is incorporated herein and attached as Annex G to this proxy statement/prospectus.

 

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

 

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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.