Item 1.01. Entry into a Material Definitive Agreement.
Transaction Agreement
On April 4, 2022, Riverview Acquisition Corp., a Delaware corporation
("Riverview"), entered into a Transaction Agreement, by and among Riverview,
Westrock Coffee Holdings, LLC, a Delaware limited liability company
("Westrock"), Origin Merger Sub I, Inc., a Delaware corporation and a
wholly-owned subsidiary of Westrock ("Merger Sub I") and Origin Merger Sub II,
LLC, a Delaware limited liability company and a wholly-owned subsidiary of
Westrock ("Merger Sub II," together with Merger Sub I, the "Merger Subs") (as
may be amended and/or restated from time to time, the "Transaction Agreement").
The Mergers (as defined below) were unanimously approved by Riverview's Board of
Directors and Westrock's Board of Managers. The Transaction Agreement and the
transactions contemplated thereby, including the Mergers, were also approved by
Westrock's members holding a majority of the voting power of Westrock's
outstanding units. If the Transaction Agreement is approved by Riverview's
stockholders, and the transactions contemplated by the Transaction Agreement are
consummated, (i) Westrock will convert from a Delaware limited liability company
to a Delaware corporation (the "Conversion"), (ii) immediately following
confirmation of the Conversion, Merger Sub I will merge with and into Riverview
(the "SPAC Merger"), with Riverview surviving the SPAC Merger (the "SPAC Merger
Surviving Company") as a wholly owned subsidiary of Westrock, and (iii)
immediately following confirmation of the SPAC Merger, the SPAC Merger Surviving
Company will merge with and into Merger Sub II (the "LLC Merger," together with
the SPAC Merger, the "Mergers") with Merger Sub II surviving the LLC Merger as a
wholly-owned subsidiary of Westrock.
Under the Transaction Agreement, immediately prior to the effective time of the
Conversion, (a) each issued and outstanding membership unit of Westrock
designated as a common unit shall be automatically converted into a certain
number of shares of common stock of Westrock, par value $0.01 per share (the
"Westrock Common Shares"), (b) each issued and outstanding membership unit of
Westrock designated as a common equivalent preferred unit (a "Westrock Preferred
Unit") for which the holder has not elected (a "Preferred Election") to convert
into shares of preferred stock of Westrock, par value $0.01 per share (the
"Westrock Preferred Shares") shall be automatically converted into a certain
number of Westrock Common Shares, and (c) each issued and outstanding Westrock
Preferred Unit for which the holder has made a Preferred Election shall be
automatically converted into a certain number of Westrock Preferred Shares.
In addition, immediately prior to the effective time of the SPAC Merger, (i)
each issued and outstanding share of Class B Common Stock, par value $0.001 per
share, of Riverview (the "Riverview Class B Common Stock") will be automatically
converted into one share of Class A Common Stock, par value $0.001, of Riverview
(the "Riverview Class A Common Stock" and, together with the Riverview Class B
Common Stock, the "Riverview Common Stock") in accordance with the terms of the
Amended and Restated Certificate of Incorporation of Riverview (such conversion,
the "Riverview Class B Conversion") and, after giving effect to such automatic
conversion, at the effective time of the SPAC Merger and as a result of the SPAC
Merger, each issued and outstanding share of Riverview Class A Common Stock will
automatically be converted into the right of the holder thereof to receive one
Westrock Common Share and (ii) each issued and outstanding warrant to purchase
one share of Riverview Class A Common Stock sold to the public and to Riverview
Sponsor Partners, LLC (the "Sponsor") in a private placement in connection with
Riverview's initial public offering ("Riverview Warrants") will automatically
and irrevocably be assumed by and assigned to Westrock and converted into a
corresponding warrant to purchase Westrock Common Shares ("Westrock Warrants").
Under Riverview's Amended and Restated Certificate of Incorporation, and in
connection with obtaining the approval of the Mergers by Riverview's
stockholders, Riverview is required to provide an opportunity for its
stockholders to redeem all or a portion of their outstanding shares of Riverview
Class A Common Stock as set forth therein (the "Riverview Stockholder
Redemption"), with the Riverview Stockholder Redemption to be effected no later
than immediately prior to the effective time of the SPAC Merger.
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The parties to the Transaction Agreement have made customary representations,
warranties, and covenants in the Transaction Agreement, including, among others,
covenants with respect to the conduct of each of Riverview and Westrock and its
subsidiaries prior to the closing of the Mergers (the "Closing") and a covenant
providing for Riverview and Westrock to jointly prepare, agree upon, and file a
registration statement on Form S-4 (the "Registration Statement") with the U.S.
Securities and Exchange Commission (the "SEC") (which will contain a prospectus
of Westrock and proxy statement of Riverview). The representations and
warranties made in the Transaction Agreement will not survive the consummation
of the Mergers.
The Closing is subject to certain customary conditions, including, among other
things: (i) the expiration or termination of the waiting period (or any
extension thereof) applicable under the Hart-Scott Rodino Antitrust Improvements
Act of 1976, (ii) after giving effect to the transactions contemplated by the
Transaction Agreement (including the Riverview Stockholder Redemption),
Riverview shall have at least $5,000,001 of net tangible assets; (iii) the
required approval of the stockholders of Riverview shall have been obtained for
the Mergers (the "Requisite Riverview Stockholder Approval"); (iv) the required
approval of the members of Westrock shall have been obtained for the Mergers
(the "Member Consent"), which such Member Consent has been obtained; (v)
Westrock's initial listing application with the Nasdaq Stock Market LLC in
connection with the transactions contemplated by the Transaction Agreement shall
have been conditionally approved; (vi) the absence of any material adverse
effect, or any change, event, effect, or occurrence that, individually or in the
aggregate would result in a material adverse effect with respect to either
Westrock or Riverview; (vii) the effectiveness of the Registration Statement in
accordance with the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), the absence of any stop order issued by the SEC, and the
absence of any proceeding seeking such a stop order having been threatened or
initiated by the SEC which remains pending; (viii) no governmental entity shall
have enacted, issued or entered any law or order that is then in effect and
which has the effect of making the transactions contemplated by the Transaction
Agreement illegal or which otherwise prohibits or prevents the consummation of
the transactions; (ix) the accuracy of the representations and warranties of
each party to the Transaction Agreement (subject to certain materiality
. . .
Item 7.01. Regulation FD Disclosure.
On April 4, 2022, Riverview and Westrock issued a joint press release announcing
the execution of the Transaction Agreement. The joint press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Attached hereto as Exhibit 99.2 and incorporated by reference herein is the
investor presentation dated April 4, 2022, which will be used by Riverview and
Westrock with respect to the Mergers.
On April 4, 2022, Riverview made available on its website a pre-recorded webcast
discussing the Mergers. The Transcript of the webcast is attached hereto as
Exhibits 99.3, and incorporated by reference herein.
On April 4, 2022, Riverview sent an e-mail communication to 12 anchor investor
firms which funded its initial public offering, announcing the Company's entry
into the Transaction Agreement. A copy of the communication is attached as
Exhibit 99.4, and incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4,
is furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of Riverview under the Securities Act
or the Exchange Act, regardless of any general incorporation language in such
filings. This Current Report on Form 8-K will not be deemed an admission as to
the materiality of any information of the information in this Item 7.01,
including Exhibits 99.1, 99.2, 99.3 and 99.4.
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Item 8.01. Other Events.
Investor Rights Agreement
In connection with the Closing, each of Westrock, Sponsor, and certain of
Westrock's significant members, entered into an Investor Rights Agreement, to be
effective as of the Closing (the "Investor Rights Agreement"), which sets forth,
among other things, certain director nomination rights for the Sponsor and
certain significant members of Westrock with respect to Westrock's Board of
Directors from and after the Closing.
The foregoing description of the Investor Rights Agreement does not purport to
be complete and is qualified in its entirety by the terms and conditions of the
form of the Investor Rights Agreement, a copy of which is attached as Exhibit
99.5 hereto and incorporated by reference herein.
PIPE Subscription Agreements
The information under "PIPE Subscription Agreements" in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Registration Rights Agreement
In connection with the execution of the Transaction Agreement, Westrock, the
Sponsor and certain equityholders of Westrock entered into a Registration Rights
Agreement (the "Registration Rights Agreement") containing customary
registration rights for the Sponsor and the equityholders of Westrock who are
parties thereto.
The foregoing description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the Registration Rights Agreement, a copy of which is attached hereto as Exhibit
99.7 and is incorporated herein by reference.
Lock-Up Agreement
In connection with the execution of the Transaction Agreement, the Sponsor and
certain Westrock equityholders (the "Westrock Lock-Up Equityholders") entered
into a Lock-Up Agreement (the "Lock-Up Agreement") with Westrock, pursuant to
which the Sponsor and each Westrock Lock-Up Equityholder have agreed not to
transfer any Westrock Common Shares or Westrock Preferred Shares held by the
Sponsor or such Westrock Lock-Up Shareholder for the applicable lock-up period.
For the Sponsor, the applicable lock-up period is 365 days from the Closing,
subject to early termination under certain circumstances. For each Westrock
Lock-Up Equity-holder, the applicable lock-up period is 180 days from the
Closing, subject to early termination under certain circumstances.
The foregoing description of the Lock-Up Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Lock-Up Agreement, the form of which is attached hereto as Exhibit 99.8 and
incorporated by reference herein.
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Additional Information and Where to Find It
In connection with the proposed Mergers, Westrock intends to file with the SEC a
Registration Statement, which will include a preliminary proxy statement of
Riverview and a prospectus of Westrock. The definitive proxy statement and other
relevant documents will be mailed to stockholders of Riverview as of a record
date to be established for voting on the Mergers. Stockholders of Riverview and
other interested persons are advised to read, when available, the preliminary
proxy statement and amendments thereto, and the definitive proxy statement
because these documents will contain important information about Riverview,
Westrock, and the proposed transactions. Stockholders will also be able to
obtain copies of the Registration Statement and the proxy statement/prospectus
once they are available, without charge, by directing a request to: Riverview
Acquisition Corp., 510 South Mendenhall Road, Suite 200, Memphis, TN 38117.
These documents, once available, and Riverview's other filings and reports filed
with the SEC can also be obtained, without charge, at the SEC's internet site
(http://www.sec.gov).
Participants in the Solicitation
Riverview, Westrock, and their respective directors and executive officers,
other members of management, and employees may be considered participants in the
solicitation of proxies with respect to the potential transaction described in
this communication under the rules of the SEC. Information about the directors
and executive officers of Riverview is set forth in Riverview's filings with the
SEC. Information regarding other persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the stockholders in connection with
the potential transaction and a description of their direct and indirect
interests will be set forth in the Registration Statement (and will be included
in the accompanying proxy statement/prospectus) and other relevant documents
when they are filed with the SEC. These documents can be obtained free of charge
from the sources indicated above.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally relate to
future events, including, without limitation, statements regarding the
anticipated timing and benefits of the Mergers, and Riverview's or Westrock's
future financial or operating performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "expect,"
"intend," "will," "estimate," "anticipate," "believe," "predict," "potential,"
or "continue," or the negatives of these terms or variations of them or similar
terminology. In addition, these forward-looking statements include, without
limitation, statements regarding Riverview's and Westrock's expectations with
respect to future performance and anticipated financial impacts of the Mergers,
the satisfaction of the closing conditions to the Mergers, and the timing of the
completion of the Mergers. Such forward-looking statements are subject to risks,
uncertainties (some of which are beyond the control of Westrock and/or
Riverview), and other factors which could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by Riverview and its management, and Westrock and
its management, as the case may be, are inherently uncertain. Factors that may
cause actual results to differ materially from current expectations include,
without limitation: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the definitive
agreements respecting the Mergers; (2) the outcome of any legal proceedings that
may be instituted against Riverview, Westrock, or others following the
announcement of the Mergers; (3) the inability to complete the Mergers due to
the failure to obtain approval of the stockholders of Riverview or the SEC's
declaration of the effectiveness of the prospectus/proxy statement to be filed
by Westrock and Riverview or to satisfy other conditions to closing; (4) changes
to the proposed structure of the Mergers that may be required or appropriate as
a result of applicable laws or regulations; (5) the ability of Westrock to meet
applicable listing standards following the consummation of the Mergers; (6) the
risk that the Mergers disrupts current plans and operations of Westrock as a
result of the announcement and consummation of the Mergers; (7) the ability to
recognize the anticipated benefits of the Mergers, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers,
and retain its management and key employees; (8) costs related to the Mergers;
(9) changes in applicable laws or regulations; (10) the possibility that
Westrock may be adversely affected by other economic, business, and/or
competitive factors; (11) the impact of the COVID-19 pandemic on Westrock's
business and/or the ability of the parties to complete the Mergers; (12) the
amount of redemption requests made by Riverview's stockholders; (13) the ability
of Riverview or Westrock to issue equity or equity-linked securities or obtain
debt financing in connection with the Mergers or in the future; (14) risks
related to the uncertainty of the projected financial information with respect
to Westrock and (15) other risks and uncertainties set forth in the section
entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in Riverview's prospectus dated August 5, 2021 and filed with the
SEC on August 9, 2021 and Riverview's other filings with the SEC, as well as any
further risks and uncertainties to be contained in the proxy
statement/prospectus filed after the date hereof. In addition, there may be
additional risks that neither Westrock or Riverview presently know, or that
Westrock or Riverview currently believe are immaterial, that could also cause
actual results to differ from those contained in the forward-looking statements.
Nothing in this communication should be regarded as a representation by any
person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Except as may be required by law,
neither Riverview nor Westrock undertakes any duty to update these
forward-looking statements.
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No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1† Transaction Agreement, dated April 4, 2022, by and among Riverview
Acquisition Corp., Westrock Coffee Holdings, LLC, Origin Merger Sub I,
Inc., and Origin Merger Sub II, LLC.
10.1 Form of Riverview PIPE Subscription Agreement
10.2 Sponsor Support Agreement, dated April 4, 2022, by and among Riverview
Sponsor Partners, LLC, Riverview Acquisition Corp., and Westrock
Coffee Holdings, LLC
99.1* Press Release, dated April 4, 2022.
99.2* Investor Presentation, dated April 4, 2022.
99.3* Transcript of Webcast, posted on April 4, 2022.
99.4* Anchor Investor Communication
99.5 Investor Rights Agreement
99.6 Form of Westrock PIPE Subscription Agreement
99.7 Registration Rights Agreement
99.8 Form of Lock-Up Agreement
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
a copy of all omitted exhibits and schedules to the SEC upon its request.
• This exhibit is furnished pursuant to Item 7.01 hereof and should not be deemed
to be "filed" under the Securities Exchange Act of 1934, as amended.
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