Long-Term Debt | Note 7 — Long-Term Debt In connection with Ranpak's business combination with One Madison Corporation, Ranger Pledgor LLC, a Delaware limited liability company (“Holdings”), Ranger Packaging LLC, a Delaware limited liability company (the “U.S. Borrower” prior to the Reorganization (as defined below)), and Ranpak B.V., a private limited liability company under the laws of the Netherlands (the “Dutch Borrower” and together with the U.S. Borrower, the “Borrowers”), the lenders and issuing banks party thereto and Goldman Sachs Lending Partners LLC (the "Administrative Agent") entered into a First Lien Credit Agreement on June 3, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). The aggregate principal amount of the senior secured credit facilities consists of a $ 378.2 million dollar-denominated first lien term facility (the “First Lien Dollar Term Facility”), a € 140.0 million ($ 152.6 million equivalent) euro-denominated first lien term facility (the “First Lien Euro Term Facility” and, together with the First Lien Dollar Term Facility, the “First Lien Term Facility”) and a $ 45.0 million revolving facility (the “Revolving Facility” and together with the First Lien Term Facility, the “Facilities”). The First Lien Term Facility matures in June 2026 and the Revolving Facility matures in 2024 . As of March 31, 2023 and December 31, 2022 , no amounts were outstanding under the Revolving Facility. Long-term debt consisted of the following: March 31, 2023 December 31, 2022 First Lien Dollar Term Facility $ 250.0 $ 250.0 First Lien Euro Term Facility 147.7 145.4 Finance lease liabilities 1.5 1.5 Equipment financing 0.8 - Deferred financing costs, net ( 3.6 ) ( 3.9 ) Total debt 396.4 393.0 Less: current portion of long-term debt ( 0.7 ) ( 0.6 ) Less: current portion of finance lease liabilities ( 0.7 ) ( 0.7 ) Long-term debt $ 395.0 $ 391.7 Borrowings under the Facilities, at the Borrowers’ option, bear interest at either (1) an adjusted eurocurrency rate or, as of the effectiveness of Amendment No. 2 (as defined below), the SOFR rate, or (2) a base rate, in each case plus an applicable margin. The applicable margin is 3.75 % with respect to eurocurrency borrowings or SOFR borrowings, as applicable, assuming a first lien net leverage ratio of less than 5.00 :1.00, subject to a leverage-based step-up to an applicable margin equal to 4.00 % for eurocurrency borrowings and SOFR borrowings, as applicable, and 3.00 % with respect to base rate borrowings. The interest rate for the First Lien Dollar Term Facility as of March 31, 2023 and December 31, 2022 was 8.42 % and 7.88 %, respectively. The interest rate for the First Lien Euro Term Facility as of March 31, 2023 and December 31, 2022 was 6.18 % and 5.25 %, respectively. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $ 5.0 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility. As of March 31, 2023, we had $ 2.4 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $ 42.6 million. The Facilities will provide the Borrowers with the option to increase commitments under the Facilities in an aggregate amount not to exceed the greater of $ 95.0 million and 100 % of Consolidated EBITDA (as defined in the definitive documentation with respect to the Facilities) for the four consecutive fiscal quarters most recently ended, plus any voluntary prepayments of the First Lien Term Facility (and, in the case of the Revolving Facility, to the extent such voluntary prepayments are accompanied by permanent commitment reductions under the Revolving Facility), plus unlimited amounts subject to the relevant net leverage ratio tests and certain other conditions. The obligations of the Borrowers under the Facilities and certain of their obligations under hedging arrangements and cash management arrangements are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. organized restricted subsidiary of Holdings (together with Holdings, the "U.S. Guarantors") and, solely with respect to the obligations of the Dutch Borrower or any Dutch Guarantor, each existing and subsequently acquired or organized direct or indirect wholly-owned Dutch organized restricted subsidiary of Holdings (the "Dutch Guarantors", and together with the U.S. Guarantors the "Guarantors"), in each case, other than certain excluded subsidiaries. The Facilities are secured by (i) a first priority pledge of the equity interests of the Borrowers and of each direct, wholly-owned restricted subsidiary of any Borrower or any Guarantor and (ii) a first priority security interest in substantially all of the assets of the Borrowers and the Guarantors (in each case, subject to customary exceptions), provided that notwithstanding the foregoing, obligations of the U.S. Borrower and U.S. Guarantors under the Facilities were not secured by assets of the Dutch Borrower or any Dutch Guarantor. The Facilities impose restrictions that require the Company to comply with or maintain certain financial tests and ratios. Such agreements restrict our ability to, among other things: (i) declare dividends or redeem or repurchase capital stock, including with respect to Class A common stock; (ii) prepay, redeem or purchase other debt; (iii) incur liens; (iv) make loans, guarantees, acquisitions and other investments; (v) incur additional indebtedness; (vi) engage in sale and leaseback transactions; (vii) amend or otherwise alter debt and other material agreements; (viii) engage in mergers, acquisitions and asset sales; (ix) engage in transactions with affiliates; and (x) enter into arrangements that would prohibit us from granting liens or restrict our ability to pay dividends, make loans or transfer assets among our subsidiaries. We were in compliance with all financial covenants as of March 31, 2023 . On February 14, 2020, the Borrowers, Holdings, certain other subsidiaries of Holdings, certain lenders party to Amendment No. 1 (as defined below) and Goldman Sachs Lending Partners LLC (the “Administrative Agent”) entered into the Amendment No. 1 to the First Lien Credit Agreement ("Amendment No. 1"). Among other things, the Amendment No. 1 amends the Credit Agreement such that (i) the requirement of the Borrowers to apply excess cash flow to mandatorily prepay term loans under the Credit Agreement commences with the fiscal year ending December 31, 2021 (instead of the fiscal year ending December 31, 2020) and (ii) the aggregate amount per fiscal year of capital stock of any parent company of the U.S. Borrower that is held by directors, officers, management, employees, independent contractors or consultants of the U.S. Borrower (or any parent company or subsidiary thereof) that the U.S. Borrower may repurchase, redeem, retire or otherwise acquire or retire for value has been increased to the greater of $ 10.0 million and 10 % of Consolidated Adjusted EBITDA (as defined in the Credit Agreement) (increased from the greater of $ 7.0 million and 7 % of Consolidated Adjusted EBITDA) as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered. On July 1, 2020, (i) Rack Holdings Inc. merged with and into Ranger Packaging LLC, with Ranger Packaging LLC as the surviving entity of such merger and (ii) Ranger Packaging LLC merged with and into Ranpak Corp., with Ranpak Corp. as the surviving entity of such merger (clauses (i) and (ii) collectively, the "Reorganization"). Contemporaneously with the Reorganization, Ranger Packaging LLC, Ranpak Corp., Ranger Pledgor LLC, certain other subsidiaries of Ranger Pledgor LLC and the Administrative Agent entered into a borrower assumption agreement ("Borrower Assumption Agreement") whereby, among other things, Ranpak Corp. assumed all obligations, liabilities and rights of Ranger Packaging LLC as the "U.S. Borrower" under the Facilities. Under the First Lien Term Facility agreement, our lower leverage ratio at December 31, 2020 required us to pay our lenders an $ 8.2 million exit payment (the “Exit Payment”), which was paid in the first quarter of 2021. This amount is included in interest expense, net in 2020. Additionally, as a result of making the Exit Payment to our lenders, we became eligible to enter into the Permitted Exit Payment Amendment (as defined in the Credit Agreement) to the Credit Agreement which, among other things, introduced additional exceptions to the negative covenant that restricts the ability of the Borrowers and their restricted subsidiaries from paying dividends and distributions or repurchasing capital stock. On July 28, 2021, the Permitted Exit Payment Amendment to the Credit Agreement became effective. On April 4, 2023, the Borrowers, Holdings, certain other subsidiaries of Holdings, certain lenders party to Amendment No. 2 (as defined below) and the Administrative Agent entered into the Amendment No. 2 to First Lien Credit Agreement (“Amendment No. 2”) to amend the Credit Agreement. Pursuant to the terms of Amendment No. 2, the parties agreed, among other things, to replace the interest rate based on the LIBOR and related LIBOR-based mechanics applicable to borrowings under the Credit Agreement with an interest rate based on the SOFR (including a customary spread adjustment) and related SOFR-based mechanics. Except as amended by Amendment No. 2, the remaining terms of the Credit Agreement remain in full force and effect. |