Ranpak plans new credit facilities for purchase by One Madison

By Sara Rosenberg

New York, Dec. 13 – Ranpak Corp. has received a commitment for $695 million of senior secured credit facilities to help fund its acquisition by One Madison Corp., according to an 8-K filed with the Securities and Exchange Commission on Thursday.

Goldman Sachs is the lead bank on the deal.

The facilities consist of a $45 million five-year revolver, a $450 million seven-year covenant-light first-lien term loan that may include a euro piece, a $100 million first-lien contingency covenant-light term loan and a $100 million eight-year second-lien contingency covenant-light term loan.

As committed, pricing on the revolver and first-lien term loan debt is expected at Libor plus 375 basis points if first-lien net leverage is less than 5 times and Libor plus 400 bps if first-lien net leverage is more than 5 times.

The first-lien term loan is expected to have 101 soft call protection for six months and amortization of 1% per annum.

Pricing on the contingency second-lien term loan was outlined in the commitment letter as Libor plus 750 bps.

Call protection on the contingency second-lien term loan is 102 in year one and 101 in year two.

Under the agreement, Ranpak is being bought from Rhone Capital for $950 million in cash, including the repayment of existing first-lien and second-lien debt.

One Madison said in a presentation that ultimately the transaction is expected to be funded with $407 million of debt drawn under the committed new debt financing, $300 million of cash held in a trust by One Madison and about $292 million of committed equity investments from One Madison’s anchor investors.

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

Closing is expected to in spring 2019, subject to approval by One Madison shareholders, regulatory approvals and other customary conditions.

This transaction will introduce Ranpak as a publicly listed company with an anticipated enterprise value of about $1,089,000,000.

One Madison is a special purpose acquisition company launched in 2018 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. One Madison’s investors and strategic partners include JS Capital and Soros Capital, as well as entities managed by Blackstone Alternative Solutions LLC.

Ranpak is a Concord Township, Ohio-based provider of fiber-based, environmentally sustainable protective packaging solutions that safeguard products in commerce and industrial supply chains.

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