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Riverview Acquisition Corp.

Riverview Acquisition Corp.

Apr 8, 2021 by Nat Judge

PROPOSED BUSINESS COMBINATION: Westrock Coffee Holdings, LLC

ENTERPRISE VALUE: $1.086 billion
ANTICIPATED SYMBOL: WEST

Riverview Acquisition Corp. proposes to combine with Westrock Coffee Holdings, LLC.

Westrock Coffee Holdings, LLC is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the U.S., providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to retail, food service, and restaurant, convenience store and travel center, non-commercial account, CPG, and hospitality industries around the world. With offices in 10 countries, the company sources coffee and tea from 35 origin countries.

WARRANT OFFER – 8/28/24 – LINK

  • The Company is offering to all holders of the warrants the opportunity to receive 0.290 common shares in exchange for each outstanding warrant.
    • The offering period will continue until 5:00 p.m., Eastern Time, on September 26, 2024.

SUBSEQUENT EVENT – 8/29/22 – LINK

  • Westrock Coffee Company today announced the closing of its business combination transaction with Riverview Acquisition Corp.
  • In addition, the Company announced that it entered into a new credit agreement (the “Credit Agreement”) that includes a $175 million senior secured first lien term loan facility and a $175 million senior secured first lien revolving credit facility.
  • Proceeds from the Transaction and Credit Agreement will be used to repay existing indebtedness and fund the Company’s organic and strategic growth initiatives.

SUBSEQUENT EVENT – 6/7/22 – LINK

  • As previously reported in the Proxy Statement, Riverview entered into Subscription Agreements with certain investors, pursuant to which 31 PIPE Investors agreed to subscribe for and purchase an aggregate of 22,150,000 shares of Class A Common Stock of Riverview at a purchase price of $10.00 per share, for aggregate gross proceeds of $221,500,000 (the “Riverview PIPE Financing”).
  • As of August 23, 2022, PIPE Investors have acquired and hold a total of 2,010,000 Riverview Class A Shares, in the open market, which they certify have been purchased after April 4, 2022 at purchase prices per share ranging from $9.99 to $10.04, inclusive. 
    • In accordance with the aforementioned offset provision provided in the Riverview Subscription Agreements, the aggregate gross proceeds with respect to the PIPE Investors will be reduced by $20,100,000 to  an aggregate net proceeds of $201,400,000. 
    • The PIPE Investors have waived their right to redeem such Riverview Class A Shares and may not cast votes with respect to such Riverview Class A Shares at Riverview’s Special Meeting of Stockholders on August 25, 2022. 
    • Riverview does not believe that the waiver of voting rights by such PIPE Investors will materially impact the likelihood that the Mergers will be approved at such meeting.
  • As of August 23, 2022, Riverview has received elections to redeem approximately 73.5% of its outstanding Riverview Class A Shares, which would leave approximately $66.0 million in Riverview’s trust account.
  • After the redemptions and prior to payment of transaction expenses, Westrock expects to receive approximately $295.9 million in gross proceeds at the time of the Mergers, which includes $201.4 million in expected gross proceeds from the issuance of equity in the Riverview PIPE Financing, $66.0 million from the distribution of Riverview’s trust account and $28.5 million from the concurrent sale of an aggregate of 2,850,000 Westrock Common Shares, at a purchase price of $10.00 per share.

SUBSEQUENT EVENT – 6/7/22 – LINK

  • The size of the credit facility has been increased from $300 million to $350 million Senior Secured Pro Rata Credit Facility, which will include a $175 million term loan and a $175 million revolving loan commitment.
    • Upon closing, the funds will be used to re-finance the Company’s existing debt and fund its expansion plans.
    • The transaction remains on track and is expected to close by the end of the third quarter of 2022.

TRANSACTION

  • The transaction values the combined company at a pro forma enterprise value of approximately $1.086 billion at $10 per share, representing 1.1 times projected 2022 revenues and approximately 14.5 times projected 2022 Adjusted EBITDA.
  • As part of the transaction, Westrock Coffee will convert into a corporation and all of Westrock Coffee’s existing shareholders will roll 100% of their 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.
  • $250 million in common stock PIPE commitments at $10.00/Share
  • Westrock Coffee has secured a financing commitment from Wells Fargo for a $300 million Senior Secured Pro Rata Credit Facility to be entered into at closing, which will be used to re-finance the Company’s existing debt and fund its expansion plans.

Riverview Transaction Overview

PIPE

  • $250 million in common stock PIPE commitments at $10.00/Share.
    • Funded by $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.

LOCK-UP

  • For the Sponsor, the 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.

NOTABLE CONDITIONS TO CLOSING

  • The Closing is subject to the aggregate cash proceeds held in Riverview’s trust account (after giving effect to the Riverview Stockholder Redemption but prior to the SPAC Merger), plus all of the aggregate cash proceeds actually received by Riverview and Westrock pursuant to the PIPE Financing, being equal to or greater than $250,000,000 (the “Cash Proceeds Condition”).

NOTABLE CONDITIONS TO TERMINATION

  • The Transaction Agreement may be terminated by Riverview or Westrock by either Riverview or Westrock, if the Closing has not occurred on or before January 4, 2023 (the “Termination Date”).

ADVISORS

  • Stifel is serving as Lead Financial Advisor and Wells Fargo Securities, LLC is serving as Financial Advisor to Westrock Coffee.
  • Stifel and Wells Fargo Securities, LLC are both serving as Capital Market Advisors to Westrock Coffee.
  • Wachtell, Lipton, Rosen & Katz is acting as legal counsel to Westrock Coffee.
  • Stephens Inc. is serving as Financial and Capital Markets Advisor
  • Cantor Fitzgerald & Co. is serving as Capital Markets Advisor to Riverview.
  • King & Spalding LLP is acting as legal counsel to Riverview.

MANAGEMENT & BOARD

Executive Officers

R. Brad Martin, 69
Chairman and Chief Executive Officer

Mr. Martin was Chairman of the Board of Chesapeake Energy Corporation, a producer of oil, natural gas, and natural gas liquids, a position he held from October 2015 to February 2021. In addition, Mr. Martin has served as Chairman of RBM Ventures, a private investment company, since 2007. Mr. Martin was Chairman and Chief Executive Officer of Saks Incorporated from 1989 to 2006 and remained Chairman until his retirement in 2007. He is the former Interim President of the University of Memphis, a position he held from July 2013 until May 2014. He was previously a director of First Horizon National Corporation, Caesars Entertainment Corporation, Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc., and Ruby Tuesday, Inc. Mr. Martin served five terms as a member of the Tennessee House of Representatives and holds the distinction of being the youngest person ever elected to the Tennessee legislature. He is involved in a number of civic and philanthropic activities and chairs the Martin Family Foundation. Mr. Martin graduated from the University of Memphis where he served as President of the student body and earned a masters in business administration from the Owen Graduate School of Management at Vanderbilt University.

Charles K. Slatery, 66
President, Chief Investment Officer and Director

Since June 2004, Mr. Slatery has been the President and Chief Executive Officer of NFC Investments LLC, a national financial advisory firm headquartered in Memphis, Tennessee. Mr. Slatery served as treasurer of St. George’s Day School, and Board Chair and Treasurer of St. George’s High School. He is a graduate of Wake Forest University where he majored in history. Mr. Slatery received his masters in business administration degree from the University of Tennessee.

William V. Thompson III, 43
Treasurer, Secretary and Chief Financial Officer

Mr. Thompson has over 20 years of experience in capital management, insurance operations, and private investments. Thompson is the President and Chief Compliance Officer of NFC Investments, LLC, a Registered Investment Advisor based in Memphis, Tennessee. Thompson is also the Executive Vice President of WT Holdings, Inc, a privately-owned insurance holding company based in Memphis, Tennessee. Thompson serves as a director of the Memphis/Shelby County Sports Authority and Memphis University School. He is a founder and board member of Slingshot Memphis. Thompson served as Vice President at NewSouth Capital Management in Memphis, Tennessee, from 2000-2006. He also served as Audit Committee Chair of the board of Equity Bank SSB which is now Triumph Bancorp, a publicly traded bank in Dallas, Texas.

Anderee Berengian, 47
Vice President

Mr. Berengian co-founded Cie Digital Labs, LLC, a Los Angeles-based venture studio, in 2014 and serves as its Chairman and Chief Executive Officer. Since 2007, he has served as Founder and Managing Partner of RezVen Partners, LLC. He has served as a director of Petco Animal Supplies, Inc. since 2016, Performa Labs since 2019, and Longeve Brands since 2020. He was previously a director at Titan School Solutions from 2018 to 2020, ASAP Tire from 2017 to 2018, StyleHaul from 2012 to 2015, ScanDigital from 2012 to 2015, and CloudTrigger from 2012 to 2013, as well. He has served as a Board Advisor to Nativo since 2015 and to Vody since 2019. Previously, he served as a Board Advisor to HitFix from 2011 to 2015, iViu Technologies from 2013 to 2014, Cenoplex from 2009 to 2014, and eBridge Interactive from 2009 to 2012. He was also on the Executive Committee of the Homeland Security Advisory Council from 2010 to 2013. Mr. Berengian earned his BS from the University of California, Los Angeles, and his MA from the University of Southern California’s Marshall School of Business.

Board of Directors

Leslie Starr Keating, 60
Independent Director Nominee

Ms. Keating a highly successful corporate executive with 35 years of leadership experience in the consumer products industry with a proven track record of achievements contributing to enhanced corporate performance through effective P&L leadership of operations and supply chain functions for multi-billion dollar corporations. Ms. Keating has demonstrated results in leading and motivating teams, strategic rigor and deep P&L operating experience. Ms. Keating served as EVP Supply Strategy and Transformation for Advance Auto Parts from March 2017 until her retirement in December 2018. While in this role she led the development and execution of the re-architecture of the business model to deliver transformative P&L value. Prior to joining Advance, Ms. Keating was with PepsiCo for over 31 years and served as the SVP PepsiCo Supply Chain from 2008 until her retirement in 2017 with responsibility for Frito Lay’s North American Supply Chain. Previous to her role as SVP Supply Chain, Ms. Keating served as SVP of Commercialization and Supply Chain. Before joining PepsiCo Ms. Keating started her career with Procter and Gamble. Ms. Keating has advised boards in compliance, organizational effectiveness and governance, and she has served on the Board of Directors of SunOpta, Inc. since July 2019. She served on the Board of Directors of Chesapeake Energy Corporation from September 2017 to February 2021. She has been recognized with the PepsiCo “Harvey C. Russell Inclusion Award” for her inclusion leadership and as “Collin County Professional Woman of the Year” by the Texas Business Woman Association. Furthermore, Women’s Enterprise magazine recognized Ms. Keating for her manufacturing innovation and leadership. Ms. Keating earned her bachelors in science in Mechanical Engineering from Virginia Tech and her masters in business administration from Georgia State University.

Mark Edmunds, 64
Independent Director Nominee

Mr. Edmunds served as the Vice Chairman of Deloitte, a global accounting and consulting firm from June 2018 to June 2019. During his 39-year tenure at Deloitte, Mr. Edmunds has held several leadership roles within the firm, including US leader of Energy/Utilities, West Region Managing Partner, US Board of Directors and Chair of Global Committee. He has also led the Americas and Asia Pacific Oil and Gas sectors from San Francisco and Singapore respectively. Mr. Edmunds has served as lead and advisory partner for a number of Deloitte’s strategic clients, including public and private companies in the U.S. Mr. Edmunds’ primary industry focus has been energy & utilities throughout his career, including a short sabbatical from the firm to serve the Independent Petroleum Association of America in Washington, D.C. Mr. Edmunds served on the Audit and Compensation Committees of Chesapeake Energy Corporation from August 2018 until February 2021. He participated in the Executive Committee of the California Chamber of Commerce from 2001 to 2007, and from 2006 to 2011 in the Executive Committee of the Bay Area Council. Mr. Edmunds graduated from The University of Texas at Austin with a Bachelor of Business Administration in Accounting and is a Certified Public Accountant and a member of the AICPA and the Texas CPA Society. Mr. Edmunds will qualify as an audit committee financial expert.

Willie Gregory, 70
Independent Director Nominee

Mr. Gregory serves as Director of Global Community Investment at NIKE, Inc., a leading global apparel company, where he has been employed since 1993. Prior to joining NIKE, Mr. Gregory worked at IBM Corporation as regional marketing/sales manager. Mr. Gregory is the recipient of several awards and has affiliations with several community based organizations that promote education, cultural awareness and civic responsibility, including The 100 Black Men of America, NIKE’s African American Network Person of the Year Award; LeMoyne Owen College’s Beacon of Hope Honoree; The Ralph Hatley University of Memphis Hall of Fame Athletic Award; Memphis City Schools Hall of Fame Inductee and AutoZone Liberty Bowl President 2010. Mr. Gregory is a former Board Member of the National Civil Rights Museum, Youth Villages, Memphis Development Foundation; a former Board Chair of Big Brothers /Big Sisters of Greater Memphis; a former Board Chair of Memphis/ Shelby County Sports Authority; and currently a Board Chair of the Greater Memphis Chamber. Mr. Gregory attained a bachelor’s degree from Mississippi Valley State University and The University of Memphis.

ByNat Judge