Purpose-driven company that serves the
world’s most iconic brands and delivers measurable global impact
through sustainable sourcing, digitally traceable supply chain
management, has strong financial profile and revenue growth
- Westrock Coffee offers a highly scalable platform and is
delivering strong financial results with estimated 2022 revenue of
approximately $960 million and projected adjusted EBITDA of
approximately $75 million
- The transaction values Westrock Coffee at an enterprise value
of approximately $1.086 billion at $10 per share and, assuming no
redemptions by Riverview shareholders, will deliver approximately
$500 million in gross cash proceeds to the combined company
- 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’s existing shareholders are rolling 100% of
their shares into the combined company
- Westrock Coffee has also 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. The term loan will be fully funded at
closing and the revolver is expected to be largely undrawn
- Following the close of the transaction and the refinancing of
Westrock Coffee’s debt, the Company will have a strong balance
sheet with an expected net cash position of approximately $120
million, assuming no redemptions by Riverview shareholders
- Founded on a mission to positively impact the coffee, tea, and
extracts market from crop to cup, Westrock Coffee is leading the
industry through sustainable sourcing, digitally traceable supply
chain management, and the improvement of the lives of 1.5 million
smallholder farmers around the world
- A webcast of a conference call with Westrock Coffee and
Riverview Acquisition Corp. leadership, as well as an associated
investor presentation, is accessible at
www.westrockcoffee.com/pages/investors
Westrock Coffee Holdings, LLC (“Westrock Coffee,” or “the
Company”) today announced its plan to go public via a business
combination with Riverview Acquisition Corp. (NASDAQ: RVAC) (“RVAC”
or “Riverview”), which values the Company at approximately $1.086
billion. The proposed business combination will allow Westrock
Coffee to accelerate the build-out of the United States’ largest
roasting to ready-to-drink facility, as well as the Company’s
further expansion into Europe, Asia Pacific, and the Middle East in
support of its blue-chip customers. Upon the closing of the
transaction, the combined company will be named Westrock Coffee
Company and is expected to be listed on the Nasdaq under the ticker
symbol “WEST.”
Westrock Coffee is led by Chief Executive Officer and Co-Founder
Scott Ford, previously President and CEO of Alltel Wireless.
Riverview is led by its Chairman and CEO, R. Brad Martin, Retired
Chairman and CEO of Saks Incorporated and current Board member of
FedEx Corporation and Pilot Company.
Company Overview
Westrock Coffee supplies the world’s most iconic brands with the
world’s most innovative coffee, tea, flavors, extracts, and
ingredients products. As the “brand behind the brands,” Westrock
Coffee’s long-tenured customers include blue-chip market leaders
across the retail, restaurant and food service, convenience store
and travel center, non-commercial account, CPG, and hospitality
industries. Westrock Coffee currently provides over 20 million cups
of coffee to the world daily. The Company is also the largest
custom/private label coffee and tea provider to restaurants in the
United States by volume, and the second largest coffee extract
provider in ready-to-drink coffee.
Westrock Coffee is leading the industry in sustainable sourcing
and digitally traceable supply chain technologies that provide
transparency from the farmer through the finished product. The
Company was founded 13 years ago with the belief that growth is an
inevitable byproduct of investments in infrastructure, farmer
development, supply chain traceability and transparency, product
innovation, and technological advancement. Mr. Ford founded the
company with a goal to create economic opportunity for farmers,
their families, and the communities where they live.
Today, Westrock Coffee sources from more than 1.5 million
smallholder farmers in 35 countries worldwide. Its hands-on
approach to working with its farmer partners has led to improved
social, economic, and environmental standards for people around the
world while expanding its offerings to its customers. Westrock
Coffee’s proprietary digital tracing technology stack gives its
customers visibility into every step of the supply chain. As a
result, the Company has grown exponentially since its founding,
with total net revenues expected to exceed $960 million in
2022.
This transaction will support Westrock Coffee’s mission to build
and efficiently operate the preeminent integrated coffee, tea,
flavors, extracts, and ingredients supply chain in the world.
Proceeds from the transaction will be used to fuel the Company’s
organic growth plans, including further expansion of its product
and solution offerings and customer base, and the build-out of
manufacturing facilities in the U.S., including the largest,
roasting to ready-to-drink facility in the nation. Funds will also
be used in the pursuit of strategic acquisitions, and the
acceleration of growth in existing and international markets
including Europe, Asia Pacific, and the Middle East.
Scott Ford, CEO and Co-Founder of Westrock Coffee,
stated: “The announcement today to go public via this transaction
with Riverview represents a truly important milestone in Westrock
Coffee’s journey. We started Westrock Coffee when we saw the need
for coffee farmers in Rwanda to earn a living wage and realized
that a new business model for the industry could enable this
outcome while being self-sustaining and un-reliant on the vagaries
of charity or consumer price premiums. Our mission to positively
impact the coffee, tea, flavors, extracts, and ingredients market
from crop to cup has proven to be both enormously successful and
gratifying. Our scaled platform and comprehensive portfolio of
beverage solutions has allowed us to deliver high-quality coffee,
tea, and extracts products to the largest and most recognizable
names in the world, while making a noticeable impact in the lives
of our farmer partners, by empowering them economically to improve
their lives and the lives of those in their communities.”
Ford continued, “As we were considering entering the public
market, we had the opportunity to meet Brad Martin, an accomplished
executive whose big heart and experience with scaled operating
platforms made him the ideal partner to help fulfill our global
mission. This transaction, in partnership with Brad and the
incredible team at Riverview Acquisition Corp., will catapult our
efforts globally and open a pathway for public investors to
participate in our important work.”
R. Brad Martin, CEO of Riverview, commented: “When we
launched Riverview Acquisition Corp., I stated that our objective
was to find a merger partner in an attractive business with
tangible growth prospects in which we could invest, a solid market
position with competitive strengths, and an experienced, public
company-ready management team that has demonstrated a commitment to
maximizing value while operating with the highest level of
integrity. I’m pleased that we are able to announce today that we
have achieved that objective in our proposed merger with Westrock
Coffee.”
Martin continued, “I’ve long admired the Ford family, and
because of my respect for them, I approached them about the
possibility of partnering with Riverview. The intense customer,
commercial, and mission focus of the Westrock team has built a
terrific business over the last 13 years, and now the Company is
poised for a very promising future. The Westrock management team
will be the largest equity owners in our Company, and my fellow
shareholders in Riverview Acquisition Corp. and my partners in the
PIPE investment are delighted to become part of the Westrock
family.”
Westrock Coffee Investment
Highlights
- Purpose-driven mission delivers measurable and sustained
impact. Westrock Coffee was founded on the belief that growth
is an inevitable byproduct of investments in infrastructure, farmer
development, supply chain, product innovation, and technological
advancement when combined with exceptional personal service. This
growth provides smallholder farmers and their families in
developing countries the ability to advance their quality of life
and economic well-being.
- Proprietary, digitally traceable supply chain
technology. Creation and management of a sustainable and
digitally traceable supply chain from the original farmer
transaction through the finished consumer packaged good is a
cornerstone of Westrock Coffee’s differentiation.
- Large and growing total addressable market of $318
billion. The global coffee and tea market provides significant
opportunity, including a TAM of $37 billion in Westrock Coffee’s
traditional core business.
- Unparalleled customer value proposition. Leading brands
choose Westrock Coffee because it is singularly positioned to meet
their needs, while simultaneously driving a new standard for
sustainably sourced products. Westrock Coffee provides a
comprehensive product and service offering to its customers,
including a full range of beverage concentrate and flavoring
systems. In addition to great tasting, high quality beverage
solutions, customers rely on Westrock Coffee for best-in-class
product innovation, consumer insights, and customer service.
- Tenured, flagship customers with global operations.
Westrock Coffee serves the largest and most iconic brands across
multiple industries – the average tenure for Westrock Coffee’s top
20 customers, including businesses the Company has acquired since
founding, is almost 20 years.
- Strong financial profile and growth trajectory. Westrock
Coffee is a highly scalable platform that is gaining market share
and delivering strong financial results – 2022 net revenue is
estimated to grow to approximately $960 million, driving projected
Adjusted EBITDA growth of approximately 60% to $75 million.
Transaction Overview
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.
Assuming no redemptions from Riverview shareholders, the
transaction will deliver approximately $500 million in gross cash
proceeds to the combined company including $250 million in common
stock PIPE commitments at $10 per 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.
In connection with the transactions, 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.
The Boards of Directors of Westrock Coffee and Riverview have
each unanimously approved this transaction. The transaction is
subject to customary closing conditions, including approval of the
shareholders of RVAC. The transaction is expected to close by the
end of the third quarter of 2022.
Additional information about the proposed transaction, including
a copy of the transaction agreement and investor presentation, will
be provided in a Current Report on Form 8-K to be filed by RVAC
with the Securities and Exchange Commission (“SEC”) and will be
available on the Riverview website at www.riverviewacquisition.com,
the Westrock Coffee website at
www.westrockcoffee.com/pages/investors and at the SEC’s website at
http://www.sec.gov/.
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, and Cantor Fitzgerald & Co. is serving as Capital
Markets Advisor to Riverview. King & Spalding LLP is acting as
legal counsel to Riverview.
Investor Conference Call Information
Westrock Coffee and Riverview leadership will host a joint
investor conference call to discuss the proposed transaction today,
April 4th, 2022, at 7:30 AM ET. The conference call, as well as an
associated investor presentation, can be accessed here, or on the
Westrock Coffee investor relations website at
www.westrockcoffee.com/pages/investors. Interested parties may also
listen to the prepared remarks via telephone by dialing
1-844-512-2921, or for international callers, 1-412-317-6671 and
entering pin number: 13728507. The telephone replay of the call
will be available until Monday, April 11, 2022 at 11:59 PM ET, and
a replay of the webcast will be archived on the investor relations
website.
About 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.
About Riverview Acquisition Corporation
Riverview Acquisition Corp. is a blank check company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. Management is led by Chief
Executive Officer R. Brad Martin, President Charles K. Slatery, and
Chief Financial Officer Will Thompson.
Additional Information and Where to Find It
In connection with the proposed transaction, Westrock Coffee
will file with the SEC a registration statement on Form S-4 that
will include a proxy statement of Riverview and a prospectus of
Westrock Coffee, as well as other relevant documents concerning the
proposed transaction. INVESTORS, SECURITY HOLDERS AND OTHER
INTERESTED PERSONS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”), AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Riverview stockholders will be
able to obtain a free copy of the proxy statement/prospectus, as
well as other filings containing information about Westrock Coffee
and Riverview, without charge, at the SEC’s website
(http://www.sec.gov). Copies of the proxy statement/prospectus can
also be obtained, without charge, by directing a request to
Riverview Acquisition Corp., 510 South Mendenhall Road, Suite 200,
Memphis, TN 38117, (901) 767-5576.
Participants in Solicitation
Riverview and its directors and executive officers may be deemed
participants in the solicitation of proxies from Riverview’s
stockholders with respect to the proposed business combination. A
list of the names of those directors and executive officers and a
description of their interests in Riverview is contained in
Riverview’s final prospectus related to its initial public offering
dated August 5, 2021, which was filed with the SEC and is available
free of charge at the SEC’s website at www.sec.gov. Additional
information regarding the interests of such participants will be
contained in the proxy statement/prospectus for the proposed
business combination when available.
The Company and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Riverview in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination that
will be filed on Form S-4 when available.
No Offer or Solicitation
This communication does not constitute (i) a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the business combination or (ii) an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase,
any securities of Westrock Coffee, Riverview, the combined company
or any of their respective affiliates. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom, nor shall any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction be
affected. No securities commission or securities regulatory
authority in the United States or any other jurisdiction has in any
way passed upon the merits of the business combination or the
accuracy or adequacy of this communication.
Forward-Looking Statements
Certain statements included in this communication that are not
historical facts are forward-looking statements. Forward-looking
statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect, "should," "would," "plan," "predict,” "potential," "seem,"
"seek," "future," "outlook," and similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, the plans, objections, expectations, and intentions of
Westrock Coffee and Riverview, the expected timing of completion of
the transaction, and other statements that are not historical
facts. These statements are based on information available to
Westrock Coffee and Riverview as of the date hereof and neither
Westrock Coffee nor Riverview is under any duty to update any of
the forward-looking statements after the date of this Presentation
to conform these statements to actual results. These statements are
based on various assumptions, whether or not identified in this
communication, and on the current expectations of the respective
management of Westrock Coffee and Riverview as of the date hereof
and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and should not be relied on
by an investor or others as, a guarantee, an assurance, a
prediction, or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of Westrock Coffee and
Riverview. These forward-looking statements are subject to a number
of risks and uncertainties, including, but not limited to, changes
in domestic and foreign business, market, financial, political, and
legal conditions; the inability of the parties to successfully or
timely consummate the proposed transaction, including the risk that
any regulatory approvals or the SEC’s declaration of the
effectiveness of our prospectus/proxy statement are not obtained,
are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed transaction or that the approval of the requisite
equity holders of Riverview is not obtained; failure to realize the
anticipated benefits of the proposed transaction; risks relating to
the uncertainty of the projected financial information with respect
to Westrock Coffee; risks related to the rollout of Westrock
Coffee's business and the timing of expected business milestones;
the effects of competition on Westrock Coffee's business; the
amount of redemption requests made by Riverview's stockholders; the
ability of Riverview or Westrock Coffee to issue equity or
equity-linked securities or obtain debt financing in connection
with the proposed transaction or in the future; and those factors
discussed in Riverview's final prospectus dated May 15, 2020 under
the heading "Risk Factors," and other documents Riverview has
filed, or will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Riverview nor Westrock Coffee presently know, or that
Riverview or Westrock Coffee currently believe are immaterial, that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, the forward-looking
statements reflect Riverview's and Westrock Coffee's expectations,
plans, or forecasts of future events and views as of the date of
this communication. Riverview and Westrock Coffee anticipate that
subsequent events and developments will cause Riverview's and
Westrock Coffee's assessments to change. However, while Riverview
and Westrock Coffee may elect to update these forward-looking
statements at some point in the future, Riverview and Westrock
Coffee specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as a
representation of Riverview's and Westrock Coffee's assessments as
of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20220404005383/en/
Media: ICR for Westrock: Westrock@icrinc.com
Investor Relations: ICR for Westrock:
WestrockIR@icrinc.com
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