Sec Form 13D Filing - JS Capital Management LLC filing for Ranpak Holdings Corp. (PACK) - 2020-09-09

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

Ranpak Holdings Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

75321W103

(CUSIP Number)

 

Richard D. Holahan, Jr. JS Capital Management LLC 888 Seventh Avenue, 40th Floor New York, NY 10106 (212) 655-7188

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 4, 2020

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 75321W103

Schedule 13D/A

Page 2 of 6

 

1	NAMES OF REPORTING PERSONS   JS Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)         ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BEN EFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   29,976,911*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER   29,976,911*
		10	SHARED DISPOSITIVE POWER   0

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,976,911*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
14	TYPE OF REPORTING PERSON OO (limited liability company)

 

 

* Includes 2,636,170 shares of Class A common that are subject to forfeiture under an earnout agreement.

 

 

CUSIP No. 75321W103

Schedule 13D/A

Page 3 of 6

 

1	NAMES OF REPORTING PERSONS   Jonathan Soros
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   ☐ (b)   ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)         ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   29,976,911*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER   29,976,911*
		10	SHARED DISPOSITIVE POWER   0

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,976,911*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5%
14	TYPE OF REPORTING PERSON IN

 

* Includes 2,636,170 shares of Class A common that are subject to forfeiture under an earnout agreement.

 

CUSIP No. 75321W103

Schedule 13D/A

Page 4 of 6

 

Explanatory Note: Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended, this Amendment No. 3 to Schedule 13D (the “Third Amendment”) amends and supplements certain items of the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2019 by JS Capital Management LLC (“JSCM”) and Jonathan Soros, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the SEC on December 13, 2019 by JSCM and Mr. Soros, and as further amended by Amendment No. 2 to Schedule 13D (“Amendment No. 2”) filed with the SEC by JSCM and Mr. Soros on August 7, 2020 (the Original Schedule 13D together with Amendment No. 1 and Amendment No. 2, the “Amended Schedule 13D”). Items 4 and 5 of the Amended Schedule 13D hereby are amended to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Amended Schedule 13D shall remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Amended Schedule 13D.

This Third Amendment is filed pursuant to the Joint Filing Agreement as executed by the Reporting Persons listed on the cover pages to this Third Amendment. The Joint Filing Agreement, filed as Exhibit 1 to the Original Schedule 13D, is incorporated herein by reference.

Item 4.       Purpose of Transaction.

Item 4 of the Amended Schedule 13D is amended by adding the following paragraphs immediately at the end of “Tender and Support Agreement” therein:

As reported in the Current Report on Form 8-K filed by the Issuer with the SEC on September 4, 2020 (t he “Form 8-K”), on September 4, 2020, the Issuer announced the completion of the Exchange Offer and indicated that it would issue an aggregate of 4,410,587 shares of Class A Stock in exchange for the 20,048,251 warrants validly tendered and accepted in the Exchange Offer. In connection with the Exchange Offer, JSCM received 773,276 shares of Class A Common in exchange for its 3,514,894 Warrants. In the Form 8-K, the Issuer also indicated that it plans to exercise its right, in accordance with an amendment to the Warrant Agreement executed on September 3, 2020 (following the previously announced successful completion of the Solicitation), to exchange all remaining untendered warrants at an exchange ratio of 0.198 shares of Class A common for each warrant.

 

 

Item 5.      Interest in Securities of the Issuer.

Item 5 of the Amended Schedule 13D is amended and restated in its entirety, as follows:

The information set forth in Items 4 and 6 hereof, as amended from time to time, is incorporated in this Item 5 by reference, as applicable.

(a)       The aggregate number and percentage of shares of Class A Stock to which this Schedule 13D relates is 29,976,911 shares of Class A Stock, constituting approximately 43.5% of the Issuer’s outstanding shares of Class A Stock. The aggregate number and percentage of shares of Class A Stock reported herein are based upon 64,556,459 shares of Class A Stock outstanding as of July 31, 2020, as indicated by the Issuer in the Form S-4, plus the 4,410,587 shares of Class A Stock issued in connection with the Exchange Offer, as indicated by the Issuer in the Form 8-K.

(b)       Each of JSCM and Mr. Soros, as managing member of JSCM, has sole voting and investment power with respect to all shares reported under this Schedule 13D.

CUSIP No. 75321W103

Schedule 13D/A

Page 5 of 6

(c)       Except for the transaction described in Item 4 of this Third Amendment, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of common stock of the Issuer.

(d)       The members of JS Capital are entitled to receive, or have the power to direct receipt of, dividends from or the proceeds from the sale of the shares of Class A Stock and warrants held for the account of JS Capital.

(e)       Not applicable.

CUSIP No. 75321W103

Schedule 13D/A

Page 6 of 6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 9, 2020

 

 

	JS CAPITAL MANAGEMENT LLC
	/s/ RICHARD D. HOLAHAN, JR.
	By: Richard D. Holahan, Jr. Title: Vice President

 

	/s/ JONATHAN SOROS
	Jonathan Soros