Item 1.01. |
Entry into a Material Definitive Agreement.
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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.
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 standards set forth in the Transaction Agreement); and (x) material compliance by each of Riverview and Westrock with its pre-Closing covenants. In addition, the obligations of Westrock and the
Merger Subs to consummate the Mergers are also conditioned on (i) 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 (as defined below), being equal to or greater than $250,000,000 (the “Cash Proceeds Condition”). The obligations of Riverview to consummate the Mergers are
also conditioned upon, among other things, the effectiveness of Westrock’s conversion to a Delaware corporation and the appointment of directors to Westrock’s post-combination Board of Directors as set forth in the Transaction Agreement.
The Transaction Agreement may be terminated by Riverview or Westrock under certain circumstances, including, among others: (i) by written consent of
Riverview and Westrock; (ii) by either Riverview or Westrock, if the Closing has not occurred on or before January 4, 2023 (except that the right to terminate shall not be available to any party whose breach of any of its covenants or obligations
under the Transaction Agreement shall have proximately caused the failure to consummate the Closing by such date); (iii) by Riverview or Westrock, if the meeting of the stockholders of Riverview (the “Riverview Stockholders’ Meeting”) has been held
and concluded without Riverview obtaining the Requisite Riverview Stockholder Approval; and (iv) by Riverview or Westrock, if any of such other party’s representations or warranties set forth in the Transaction Agreement are not true and correct or
such other party has failed to perform any covenant or agreement set forth in the Transaction Agreement, in each case, if such breach or failure (a) would prevent certain conditions to closing from being satisfied and (b) is incurable or not cured
within the time periods set forth in the Transaction Agreement.
The foregoing description of the Transaction Agreement and the Mergers does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Transaction Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Transaction Agreement contains representations, warranties, and covenants that the parties to the
Transaction Agreement made to each other as of the date of the Transaction Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes of the contract among the parties and
are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Transaction Agreement. The Transaction Agreement has been attached to provide investors with information regarding its terms and is
not intended to provide any other factual information about Riverview, Westrock, or any other party to the Transaction Agreement. In particular, the representations, warranties, covenants, and agreements contained in the Transaction Agreement,
which were made only for purposes of the Transaction Agreement and as of specific dates, were solely for the benefit of the parties to the Transaction Agreement, may be subject to limitations agreed upon by the contracting parties (including being
qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Transaction Agreement instead of establishing these matters as facts), and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants, and agreements, or any descriptions thereof, as
characterizations of the actual state of facts or condition of any party to the Transaction Agreement. In addition, the representations, warranties, covenants, and agreements and other terms of the Transaction Agreement may be subject to subsequent
waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected
in Riverview’s or Westrock’s public disclosures.
PIPE Subscription Agreements
Riverview and Westrock have entered into Subscription Agreements (collectively, the “PIPE Subscription Agreements”), each dated as of
April 4, 2022, with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, Riverview and Westrock have, respectively, agreed to issue and sell, in private placements to close immediately prior to the Closing,
an aggregate of 22,150,000 shares of Riverview Class A Common Stock and 2,850,000 Westrock Common Shares for a purchase price of $10.00 per share (the “PIPE Financing”). PIPE Investors are permitted under the PIPE Subscription Agreements to satisfy
their commitments thereunder through the purchase of Class A Common Stock on the public market, subject to certain restrictions set forth therein. Each of the PIPE Subscription Agreements has been entered into on substantially similar terms and
conditions to the forms of the PIPE Subscription Agreement, copies of which are filed as Exhibits 10.1 and 99.6 hereto and are incorporated by reference herein.
The foregoing description of the PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by the
terms and conditions of the applicable forms of the PIPE Subscription Agreements, copies of which are filed as Exhibits 10.1 and 99.6 hereto and are incorporated by reference herein.
Sponsor Support Agreement
Riverview, Westrock and the Sponsor, concurrently with the execution and delivery of the Transaction Agreement, have entered into the Sponsor
Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Riverview Stockholders’ Meeting (or validly
execute and return and cause such consent to be granted with respect to), all of its shares of Riverview Common Stock in favor of (A) the approval and adoption of the Transaction Agreement and approval of the Mergers and all other transactions
contemplated by the Transaction Agreement, (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Riverview under the
Transaction Agreement or that would reasonably be expected to result in the failure of the Mergers from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by Riverview for consummation of the
Mergers and the other transactions contemplated by the Transaction Agreement. The foregoing description of the Sponsor Support Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by
reference to, the actual agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.4, and the terms of which are incorporated herein by reference.