On June 3, 2019, the Issuer consummated (the Closing) the business combination pursuant to
a Stock Purchase Agreement (the Stock Purchase Agreement) by and among the Issuer, Rack Holdings L.P. (Seller), and Rack Holdings, Inc., a direct wholly owned subsidiary of Seller (Rack Holdings). The Issuer,
through its wholly owned subsidiary, Ranger Packaging LLC, acquired all of the issued and outstanding equity interests of Rack Holdings from Seller, on the terms and subject to the conditions set forth in the Stock Purchase Agreement. In connection
with the Closing, the Issuer changed 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 (the Domestication). Upon the Domestication, each of the Issuers then issued and outstanding Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares
automatically converted by operation of law into one share of its Class A Common Stock, Class B Common Stock and Class C Common Stock, respectively, of the Issuer in accordance with the terms of the Issuers new certificate of
incorporation. Similarly, all of the Issuers outstanding warrants became warrants to acquire shares of Class A Common Stock or Class C Common Stock, as applicable, of the Issuer. In connection with the Domestication, the Issuer was
renamed Ranpak Holdings Corp. In addition, effective upon the Closing, 451,500 shares of Class B Common Stock held by BSOF and 73,500 shares of Class B Common Stock held by BSOF II automatically converted into shares of Class A Common
Stock on a
one-for-one
basis.
BSOF directly holds 3,891,500 shares of
Class A Common Stock and BSOF II directly holds 633,500 shares of Class A Common Stock. In addition, BSOF directly holds warrants to purchase 2,201,600 shares of Class A Common Stock and BSOF II directly holds warrants to purchase
358,400 shares of Class A Common Stock. The warrants to purchase shares of Class A Common Stock held by BSOF and BSOF II have an exercise price of $11.50 per share of Class A Common Stock and are exercisable 30 days after the Closing,
and will expire five years after the Closing or earlier upon redemption or liquidation.
BSOF beneficially owns approximately 12.3% and BSOF II
beneficially owns approximately 2.1% of the shares of Class A Common Stock outstanding, based on 47,357,632 shares of Class A Common Stock of the Issuer outstanding immediately following the Closing, as disclosed in the Issuers Form
8-K
filed with the Securities and Exchange Commission on June 6, 2019.
The Reporting Persons are filing this
Schedule 13G amendment because as a result of dilution due to new issuances of shares of Class A Common Stock prior to the Closing, and then the effect of the transactions that took place upon the Closing, the Reporting Persons percentage of
beneficial ownership of shares of Class A Common Stock may have been deemed to have increased by 5% of the outstanding shares of Class A Common Stock.
BSOA is the general partner of each of the BSOF Funds. Holdings II is the sole member of BSOA. BAS is the investment manager of each of the BSOF Funds.
Holdings I is the sole member of BAS. Holdings GP is the general partner of each of Holdings I and Holdings II. Blackstone is the controlling shareholder of Holdings GP. Blackstone Management is the general partner of Blackstone. Blackstone
Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each such Reporting Person may be
deemed to beneficially own the securities of the Issuer beneficially owned by the BSOF Funds directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an
admission that any such Reporting Person (other than the BSOF Funds to the extent they directly hold Issuer securities) is the beneficial owner of securities of the Issuer referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the Act), or for any other purpose (including, without limitation, any tax purposes) and each such Reporting Person expressly disclaims beneficial ownership of such securities. The filing of this
statement should not be construed to be an admission that any member of the Reporting Persons are members of a group for the purposes of Section 13(d) and 13(g) of the Act.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ☐
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.