Item 8.01. Other Events
As previously announced, on April 4, 2022, Riverview Acquisition Corp.
("Riverview" or "the Company"), 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 special meeting of its stockholders
to approve the transactions contemplated by the Transaction Agreement (the
"Proxy Statement").
As previously reported in the Proxy Statement, concurrently with the execution
of the Transaction Agreement, Riverview entered into Subscription Agreements
(the "Riverview Subscription Agreements") with certain investors (collectively,
the "PIPE Investors"), pursuant to which 31 PIPE Investors agreed to subscribe
for and purchase, and Riverview agreed to issue and sell to such PIPE Investors,
prior to and substantially concurrently with the closing of the Mergers, an
aggregate of 22,150,000 shares of Class A Common Stock, par value $0.001, of
Riverview (the "Riverview Class A Shares"), at a purchase price of $10.00 per
share, for aggregate gross proceeds of $221,500,000 (the "Riverview PIPE
Financing"). The Riverview Subscription Agreements provide, subject to customary
conditions, that if the subscriber holds any Riverview Class A Shares acquired
after the date of the applicable Riverview Subscription Agreement and does not
exercise any redemption rights with respect thereto (such shares, the "Offset
Shares"), then the applicable PIPE Investor may elect to reduce the number of
Riverview Class A Shares that such PIPE Investor is required to purchase in the
Riverview PIPE Financing by the number of such Offset Shares. The Riverview
Class A Shares to be issued pursuant to the Riverview Subscription Agreements
have not been registered under the Securities Act of 1933, as amended, in
reliance upon the exemption provided in Section 4(a)(2) thereof. Each Riverview
Class A Share issued in the Riverview PIPE Financing will be automatically
canceled and extinguished and converted into one share of common stock of
Westrock, par value $0.01 per share (the "Westrock Common Shares") in the SPAC
Merger. PIPE Investors are permitted under the Riverview Subscription Agreements
to satisfy their commitments thereunder by purchasing Offset Shares through the
purchase of Riverview Class A Shares on the public market, subject to customary
restrictions set forth therein.
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 the 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 (including via
contribution of notes) from the concurrent sale of an aggregate of 2,850,000
Westrock Common Shares, at a purchase price of $10.00 per share.
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Forward-Looking Statements:
This current report 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 Mergers;
• the outcome of any legal proceedings that may be instituted against Riverview
and Westrock regarding the Mergers;
• the inability to complete the Mergers 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 Mergers;
• changes to the proposed structure of the Mergers that may be required or
appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Mergers;
• the ability to meet and maintain Nasdaq's listing standards following the
consummation of the Mergers;
• the risk that the Mergers disrupts current plans and operations of Westrock as
a result of the announcement and consummation of the Mergers;
• costs related to the Mergers;
• the projected financial information, anticipated growth rate, profitability and
market opportunity of Westrock may not be an indication of the actual results
of the Mergers 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 Mergers;
• changes in applicable laws or regulations;
• the risk that Westrock's shares of common stock will be illiquid;
• the possibility that Westrock may be adversely affected by other economic,
business, and/or competitive factors, including risks related to:
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;
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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 Mergers 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 Mergers; 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 Mergers 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.
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 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 stockholders 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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