Announcement • Aug 30
Westrock Coffee Company, LLC completed the acquisition of Riverview Acquisition Corp. (NasdaqCM:RVAC) from Riverview Sponsor Partners, LLC and others in a reverse merger transaction.
Westrock Coffee Company, LLC entered into a transaction agreement to acquire Riverview Acquisition Corp. (NasdaqCM:RVAC) from Riverview Sponsor Partners, LLC and others in a reverse merger transaction for approximately $640 million on April 4, 2022. The transaction values Westrock Coffee at an enterprise value of approximately $1.086 billion. As part of the transaction, all of Westrock Coffee’s existing shareholders will roll 100% of the shares into the new Company and, assuming no redemptions from Riverview shareholders, will hold approximately 53% of the shares of the combined company on closing. The transaction includes $250 million in common stock PIPE commitments at $10 per share, including $60 million from R. Brad Martin, NFC Investments, LLC, and the other Riverview Acquisition Corp. founders, $25 million from Westrock Coffee founders, and $78 million each from HF Capital, the Haslam family investment office, and funds managed by Southeastern Asset Management. Westrock Coffee secured a financing commitment from Wells Fargo for a $300 million Senior Secured Pro Rata Credit Facility including a $150 million term loan and a $150 million revolving loan commitment. Upon the closing of the deal, the combined company will be named Westrock Coffee Company and is expected to be listed on the Nasdaq under the ticker symbol “WEST.”
The Boards of Directors of Westrock Coffee and Riverview have each unanimously approved this transaction. The transaction is subject to customary closing conditions, the expiration or termination of the waiting period applicable under the Hart-Scott Rodino Antitrust Improvements Act of 1976, Riverview shall have at least $5 million of net tangible assets, Westrock’s initial listing application with the Nasdaq Stock Market LLC in connection with the deal shall have been conditionally approved, approval of the members of Westrock shall have been obtained and including approval of the shareholders of RVAC. The transaction is expected to close by the end of the third quarter of 2022. The transaction shall have approximately $500 million in gross cash proceeds to the combined company. Riverview has scheduled a special meeting of its stockholders on August 25, 2022 to approve its previously announced business combination with Westrock Coffee. On August 25, 2022, Riverview Acquisition Corp. shareholders approved the transaction. Subject to the receipt of Riverview stockholder approval and the satisfaction of the other closing conditions described in the transaction agreement between Riverview and Westrock Coffee, Westrock Coffee expects to complete the merger with Riverview on or about August 26, 2022.
Robert Haile, Kauser Hazarika, Seth Rubin, Craig DeDomenico, John Coyne and Zachary Ross of Stifel and Wells Fargo Securities, LLC acted as financial advisors to Westrock Coffee. Brandon C. Price of Wachtell, Lipton, Rosen & Katz acted as legal counsel to Westrock Coffee. Stephens Inc. and Cantor Fitzgerald & Co. acted as financial advisors to Riverview. Keith Townsend and Kevin E. Manz of King & Spalding LLP is acting as legal counsel to Riverview. Continental Stock Transfer & Trust Company acted as transfer agent to Riverview. Computershare Trust Company, National Association acted as transfer agent for Westrock Coffee Company, LLC.
Westrock Coffee Company, LLC completed the acquisition of Riverview Acquisition Corp. (NasdaqCM:RVAC) from Riverview Sponsor Partners, LLC and others in a reverse merger transaction on August 29, 2022. Westrock Coffee’s Chief Executive Officer and Co-Founder, Scott Ford, and the current management team of Westrock Coffee will continue to lead the resulting company. Riverview Chairman and Chief Executive Officer, R. Brad Martin will join the resulting issuer's Board of Directors.
