Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 9, 2022, Mr. R. Brad Martin informed the Board of Directors (the
"Board") of Riverview Acquisition Corp. ("Riverview") of his resignation as a
member of the Nominating and Corporate Governance Committee of the Board,
effective immediately. Mr. Martin informed the Board that he is resigning so
that such committee be composed entirely of independent directors, in accordance
with NASDAQ listing standards. Mr. Martin continues to serve as Chairman of the
Board and Chief Executive Officer of Riverview.
Item 8.01 Other Events
Certain Merger-Related Litigation Matters
As previously announced, on April 4, 2022, Riverview Acquisition Corp.
("Riverview"), Westrock Coffee Holdings, LLC ("Westrock"), Origin Merger Sub I,
Inc. ("Merger Sub I"), and Origin Merger Sub II, LLC ("Merger Sub II," together
with Merger Sub I, the "Merger Subs"), entered into a Transaction Agreement (the
"Transaction Agreement"), pursuant to which 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 following the SPAC Merger, the SPAC Merger Surviving Company will merge with
and into Merger Sub II (the "LLC Merger," and together with the SPAC Merger, the
"Mergers") with Merger Sub II surviving the LLC Merger as a wholly-owned
subsidiary of Westrock. Riverview filed with the Securities and Exchange
Commission ("SEC") on August 5, 2022 its definitive proxy statement relating to
the transactions contemplated by the Transaction Agreement (the "Proxy
Statement").
On May 9, 2022 and June 27, 2022, Riverview received two private demand letters
from purported shareholders in connection with the proposed Mergers. The demand
letters seek certain supplemental disclosures and threaten to assert claims
under the federal securities laws against Riverview and Westrock, if the
disclosures are not made. In addition, on August 2, 2022, a purported
stockholder of the Company filed a complaint in the Chancery Court of Shelby
County, Tennessee, captioned Garfield v. R. Brad Martin, et. al., Case No.
CH-22-1097, alleging claims that Riverview's public disclosures concerning the
proposed Mergers omitted allegedly material information that the complaint
asserts was required to be disclosed. The complaint names Riverview, each of its
current directors, Messrs. R. Brad Martin, Charles Slatery, Leslie Starr
Keating, Mark Edmunds, and Willie Gregory, and Westrock as defendants and
alleges, among other things, claims for purported violations of the Tennessee
Securities Act of 1980 and fraudulent and negligent misrepresentation and
concealment under Tennessee law. The deadline for Riverview to respond to the
complaint has not yet passed. The Company believes that the allegations in the
complaint and demand letters are without merit.
While Riverview believes that the disclosures in connection with the
transactions contemplated by the Transaction Agreement, including those set
forth in the Proxy Statement, comply fully with applicable law, Riverview has
determined to voluntarily supplement the Proxy Statement with the supplemental
disclosures set forth below (the "Supplemental Disclosures"). Nothing in the
Supplemental Disclosures shall be deemed an admission of the legal necessity or
materiality under applicable laws of any of the disclosures set forth herein. To
the contrary, Riverview specifically denies all allegations in the litigation
that any additional disclosure was or is required.
SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT
These disclosures should be read in connection with the Proxy Statement, which
should be read in its entirety. To the extent that information herein differs
from or updates information contained in the Proxy Statement, the information
contained herein supersedes the information contained in the Proxy Statement.
Capitalized terms used but not defined herein have the meanings set forth in the
Proxy Statement, unless otherwise defined below. All page references in the
information below are to pages in the Proxy Statement.
The following supplemental disclosure amends and restates in its entirety the
fourth and fifth full paragraph on page 137 of the definitive proxy statement
concerning the Background of the Merger:
On April 27, 2021, Mr. Martin traveled to Little Rock, Arkansas to meet with
representatives of Stephens, Inc. ("Stephens"), an investment bank, to discuss
their participation in the underwriting group for the Riverview initial public
offering. While Mr. Martin was in Little Rock, Mr. Ford met Mr. Martin for lunch
after the meeting with Stephens, and shared elements of the history of Westrock,
including its evolution from a mission trip to Rwanda. Mr. Ford said that
Westrock planned to consider various capital-raising options to support its
growth, including an initial public offering, a merger, a private equity
investment or a business combination with a special purpose acquisition vehicle
as a means of raising capital. Mr. Martin explained that Riverview was not in a
position to participate in any capital-raising process at that time but offered
to introduce Mr. Ford to a representative of a major global private equity fund
("Private Equity Fund A"), with which Mr. Martin is affiliated as a member of
such fund's board of advisors. Mr. Ford indicated that he might entertain such a
conversation in the future, and Mr. Martin and Mr. Ford agreed to stay in touch.
Prior to Riverview's initial public offering, neither Riverview nor anyone on
its behalf engaged in any substantive discussions with Westrock or any other
party regarding an initial business combination with Riverview.
On June 19, 2021, Mr. Ford and Mr. Martin spoke, and Mr. Ford indicated that
there were potential acquisition opportunities emerging in the market that
Westrock might wish to consider and would be interested in talking with Private
Equity Fund A. Mr. Martin provided an introduction to Private Equity Fund A,
with which Mr. Martin is affiliated as a member of such fund's board of
advisors, and a confidentiality agreement between Private Equity Firm A and
Westrock was executed on July 8, 2021, pursuant to which Westrock and Private
Equity Firm A subsequently shared certain confidential information. In
conjunction with Private Equity Fund A's conversations with Westrock, two
executives of Private Equity Fund A met on July 21, 2021 and July 22, 2021 with
Mr. Ford and Mr. Martin and discussed the possibility of Private Equity Firm A
investing in Westrock as either a bridge to an initial public offering, a
preferred stock investment in Westrock as a private company, or a potential
joint venture in an acquisition of another company.
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The following supplemental disclosure amends and restates in its entirety the
fourth, fifth and sixth full paragraph on page 138 of the definitive proxy
statement concerning the Background of the Merger:
On August 9, 2021, Mr. Martin had a telephone conversation with Mr. Ford during
which he apprised Mr. Ford of the consummation of the Riverview IPO and inquired
if Westrock remained interested in considering a potential business combination
with a special purpose acquisition vehicle as a means of raising capital, as Mr.
Ford had previously indicated during their meeting on April 27, 2021. Following
such telephone conversation, on August 10, 2021, Riverview and Westrock entered
into a non-disclosure agreement, and on August 12, 2021, Westrock first provided
representatives of Riverview with certain confidential information.
On August 19, 2021 and August 20, 2021, Mr. Martin met with the Westrock
management team, including, Joe T. Ford, co-Founder and Chairman of Westrock, to
discuss Westrock's business, its plans for growth and the potential for a
business combination involving Riverview and Westrock. It was during this time
that Mr. Scott Ford and Mr. Martin first engaged in substantive discussions
about a potential merger, including ranges of value and structures that would be
necessary in order to effect a transaction that would be supported by Riverview
and the common and preferred equityholders of Westrock, including BBH, who held
a majority of the existing Westrock Preferred Units, whose consent was necessary
to approve a business combination.
Following this meeting, Mr. Martin and Stephens held multiple discussions with
the boards of Riverview and Westrock to discuss other potential opportunities
and to discuss appropriate value and structure dynamics in a prospective
business combination between Riverview and Westrock.
The following supplemental disclosure amends and restates in its entirety the
fifth full paragraph on page 139 of the definitive proxy statement concerning
the Background of the Merger:
On January 5, 2022, the Riverview management team and Riverview's advisors
traveled to Little Rock, Arkansas for management presentations and due
diligence. At such meeting, the Riverview management team was joined by members
of HF Capital, a potential PIPE investor with whom Mr. Martin has an existing
relationship due in part to Mr. Martin's service as a member of the board of
managers of Pilot Travel Centers, LLC, in which HF Capital has a significant
equity investment.
The following supplemental disclosure amends and restates in its entirety the
third full paragraph on page 140 of the definitive proxy statement concerning
the Background of the Merger:
On January 29, 2022, Mr. Martin met with representatives of BBH to share his
interest regarding a potential transaction between Riverview and Westrock. At
this meeting, Mr. Martin also suggested that in order to secure BBH's support
for a potential transaction, he would consider the potential for BBH to retain a
preferred stock interest in the combined company, in conjunction with a
substantial capital investment by Riverview and the PIPE Investors, subject to
the approval of Westrock's and Riverview's board of directors, including as to
the terms of such preferred stock. Following the meeting, Mr. Martin and the
BBH Investors agreed to discuss the conversion of the existing Westrock
Preferred Units held by the BBH Investors for preferred shares of the company
resulting from a business combination between Westrock and Riverview.
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The following supplemental disclosure amends and restates in its entirety the
tenth full paragraph on page 140 of the definitive proxy statement concerning
the Background of the Merger:
On February 8, 2022, Mr. Scott Ford, Ms. Elizabeth McLaughlin, Mr. Will Ford and
Mr. T. Christopher Pledger of Westrock and Mr. Martin traveled to Knoxville,
Tennessee to meet with the staff and principals of HF Capital to present a
discussion of Westrock's history, mission, future financial outlook, benefits of
a potential business combination and HF Capital's participation in a potential
PIPE. The same group met on February 9, 2022 in Memphis, Tennessee with
representatives of Investment Management Firm A to present a similar discussion
as the prior day.
The following supplemental disclosure amends and restates in its entirety the
second full paragraph on page 141 of the definitive proxy statement concerning
the Background of the Merger:
On February 11, 2022, the Riverview board of directors met to discuss year-end
financials and discuss the Riverview's business combination target search. At
this meeting, Mr. Martin discussed the Westrock opportunity to the Riverview
board of directors as well as his views on Westrock's history, mission,
operations, future financial outlook and benefits of a potential business
combination and made plans for an onsite visit by members of the board of
directors.
The following supplemental disclosure amends and restates in its entirety the
sixth full paragraph on page 142 of the definitive proxy statement concerning
the Background of the Merger:
On March 24, 2022, Riverview's board of directors convened for its regularly
scheduled quarterly meeting, during which time Mr. Martin provided an update on
his discussions with Westrock, Riverview's negotiation of the Transaction
Agreement and other ancillary documents and the timeline of a possible
transaction and representatives of King & Spalding briefed the directors on
their fiduciary duties in connection with a prospective transaction with
Westrock or any other target.
Also on March 24, 2022, representatives of Westrock presented Mr. Martin with an
executive compensation study prepared by Westrock's compensation consultant and
the terms for the post-Business Combination compensation of each of Messrs.
Scott T. Ford, T. Christopher Pledger and William A. Ford, as well as drafts of
certain employment agreements to be entered into by such executives and Westrock
prior to the Business Combination. Mr. Martin and his advisors provided
comments on such compensation arrangements and following negotiation found them
to be acceptable and appropriate.
The following supplemental disclosure amends and restates in its entirety the
tenth full paragraph on page 142 of the definitive proxy statement concerning
the Background of the Merger:
On the evening of April 1, 2022, Riverview's board of directors met via
videoconference, at which all of the directors participated and were joined by
members of the Riverview management team and representatives of Stephens and
King & Spalding, to consider the terms of the proposed transaction. At this
meeting, Stephens provided its analysis of the financial terms and impact of the
proposed transaction (see the section titled "-Summary of Riverview Financial
Analysis") and King & Spalding provided a refresher on the fiduciary duties of
the board of directors in connection with its consideration of a potential
business combination and provided an overview of the Transaction Agreement and
ancillary agreements, including a potential timeline from execution to closing.
In light of ongoing negotiations, including of the terms of the preferred stock
rollover, Riverview's board of directors did not consider whether to approve the
proposed Business Combination at this time.
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Forward-Looking Statements:
This current report and the Proxy Supplement includes forward-looking statements
as defined under U.S. federal securities laws. Forward-looking statements
include all statements that are not historical statements of fact and statements
regarding, but not limited to, our expectations, hopes, beliefs, intention or
strategies regarding the future. In addition, any statements that refer to
projections, forecasts, or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict," "project,"
"would," and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to significant risks and
uncertainties. Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on forward-looking
statements, and we assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new information, future
events, or otherwise. There are or will be important factors that could cause
our actual results to differ materially from those indicated in these
forward-looking statements, including, but not limited to, the following:
• the occurrence of any event, change or other circumstances that could result in
the failure to consummate the business combination between Riverview and
Westrock (the "Business Combination");
• the outcome of any legal proceedings that may be instituted against Riverview
and Westrock regarding the Business Combination;
• the inability to complete the Business Combination due to the failure to obtain
approval of the stockholders of Riverview or to satisfy other conditions to
closing in the definitive agreements with respect to the Business Combination;
• changes to the proposed structure of the Business Combination that may be
required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the Business Combination;
• the ability to meet and maintain Nasdaq's listing standards following the
consummation of the Business Combination;
• the risk that the Business Combination disrupts current plans and operations of
Westrock as a result of the announcement and consummation of the Business
Combination;
• costs related to the Business Combination;
• the projected financial information, anticipated growth rate, profitability and
market opportunity of Westrock may not be an indication of the actual results
of the Business Combination or Westrock's future results;
• the combined company's success in retaining or recruiting, or changes required
in, its officers, key employees or directors following the Business
Combination;
• changes in applicable laws or regulations;
• the risk that Westrock's shares of common stock will be illiquid;
• the ability of Riverview's stockholders to exercise redemption rights with
respect to shares of class A common stock, par value $0.001 per share, of
Riverview which may prevent Riverview from completing the Business Combination;
• the possibility that Westrock may be adversely affected by other economic,
business, and/or competitive factors, including risks related to:
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o history of net losses;
o volatility and increases in the cost of green coffee, tea and other ingredients
and packaging, and Westrock's inability to pass these costs on to customers;
o Westrock's inability to secure an adequate supply of key raw materials,
including green coffee and tea, or disruption in Westrock's supply chain;
o deterioration in general macroeconomic conditions;
o disruption in operations at any of Westrock's production and distribution
facilities;
o climate change, which may increase commodity costs, damage Westrock's
facilities and disrupt Westrock's production capabilities and supply chain;
o failure to retain key personnel or recruit qualified personnel;
o risks associated with operating a coffee trading business and a
coffee-exporting business;
o consolidation among Westrock's distributors and customers or the loss of any
key customer;
o complex and evolving U.S. and international laws and regulations, and
noncompliance subjecting Westrock to criminal or civil liability;
o future acquisitions of businesses, which may divert Westrock's management's
attention, prove difficult to effectively integrate and fail to achieve their
projected benefits;
o Westrock's inability to effectively manage the growth and increased complexity
of Westrock's business;
o Westrock's inability to maintain or grow market share through continued
differentiation of Westrock's product and competitive pricing;
o Westrock's inability to secure the additional capital needed to operate and
grow Westrock's business;
o future litigation or legal disputes, which could lead Westrock to incur
significant liabilities and costs or harm Westrock's reputation;
o a material failure, inadequacy or interruption of Westrock's information
technology systems;
o the unauthorized access, theft, use or destruction of personal, financial or
other confidential information relating to Westrock's customers, suppliers,
employees or business;
o Westrock's future level of indebtedness, which may reduce funds available for
other business purposes and reduce Westrock's operational flexibility;
o the credit agreement that Westrock will enter into in connection with the
closing of the Business Combination will contain financial covenants that may
restrict our ability to operate Westrock's business;
o Westrock's inability to complete the construction of its new facility in
Conway, Arkansas in time or incurring additional expenses in the process;
o Westrock's corporate structure and organization; and
o Westrock's being a public company;
• the possible resurgence of COVID-19 and emergence of new variants of the virus
on the foregoing, including Riverview's and Westrock's abilities to consummate
the Business Combination; and
• other risks, uncertainties and factors set forth in the Proxy Statement,
including those set forth under "Risk Factors."
The foregoing factors should not be construed as exhaustive and should be read
together with the other cautionary statements included in the Proxy Statement
and in Riverview's registration statement on Form S-1 filed in connection with
its initial public offering, Riverview's Annual Report on Form 10-K for the year
ended December 31, 2021 and Riverview's Quarterly Report on Form 10-Q for the
quarters ended March 31, 2022 and June 30, 2022. If one or more events related
to these or other risks or uncertainties materialize, or if our underlying
assumptions prove to be incorrect, actual results may differ materially from
what we anticipate. Many of the important factors that will determine these
results are beyond our ability to control or predict. Accordingly, you should
not place undue reliance on any such forward-looking statements. Any
forward-looking statement speaks only as of the date on which it is made, and,
except as otherwise required by law, we do not undertake any obligation to
publicly update or review any forward-looking statement, whether as a result of
new information, future developments or otherwise. New factors emerge from time
to time, and it is not possible for us to predict which will arise. In addition,
we cannot assess the impact of each factor on our business or the Business
Combination or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements.
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Additional Information and Where to Find It
This communication relates to the proposed merger transaction involving
Riverview. In connection with the proposed merger, Riverview has filed relevant
materials with the U.S. Securities and Exchange Commission (the "SEC"),
including the Proxy Statement. This communication is not a substitute for the
Proxy Statement or for any other document that the Company may file with the SEC
and send to the Company's shareholders in connection with the proposed
transactions. INVESTORS AND SECURITY HOLDERS OF RIVERVIEW ARE URGED TO READ THE
PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders are able to obtain free copies of the Proxy Statement and
other documents filed by Riverview with the SEC through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed by Riverview
with the SEC are available free of charge by contacting Riverview's proxy
solicitation agent at 888-596-1864 or Email: RVAC@allianceadvisors.com.
Riverview and its directors and certain of its executive officers may be
considered participants in the solicitation of proxies with respect to the
proposed transactions under the rules of the SEC. Information about the
directors and executive officers of Riverview is set forth in its Annual Report
on Form 10-K for the year ended December 31, 2021, which was filed with the SEC
on March, 30, 2022 and other filings filed with the SEC. Additional information
regarding the participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, are included
in the Proxy Statement, filed August 5, 2022, and other relevant materials filed
with the SEC as they become available.
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