Riverview Acquisition Corp. (RVAC) Discloses Redemptions in Westrock Coffee Vote

by Marlena Haddad on 2022-08-24 at 5:10pm

Riverview Acquisition Corp. (NASDAQ:RVAC) announced in an 8-K filing this afternoon that about 73.5% of its shares were redeemed ahead of its vote to complete its combination with coffee and tea supplier Westrock Coffee.

This marks August’s best redemption result followed by Software Acquisition Group III’s combination with Nogin which saw 82.7% redeemed earlier this week. Both of these votes fall below the average redemption rate of 88.1% for the third quarter.

However, as of August 23, PIPE Investors have acquired and hold a total of 2,010,000 Riverview Class A Shares at purchase prices per share ranging from $9.99 to $10.04. Since the PIPE holders did not redeem their shares in accordance with the Riverview Subscription Agreements, the PIPE was reduced by $20,100,000 to $201,400,000. The PIPE Investors have waived their right to redeem such shares and may not cast votes with respect to the RVAC shares at Riverview’s special meeting tomorrow, August 25. As a result, the PIPE size was reduced from $221.5 million to $201.4 million.

Nonetheless, Riverview will be left with approximately $66 million in its trust account. After the redemptions and prior to payment of transaction expenses, Westrock expects to receive approximately $295.9 million in gross proceeds, which includes $201.4 million in expected 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.

Riverview originally brought about $250 million into the deal from its trust, along with $250 million in common stock PIPE commitments at $10 per share. The PIPE is funded by $60 million from R. Brad Martin, NFC Investments, LLC, and the other Riverview 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 was also able to secure financing from Wells Fargo for a $300 million senior secured credit facility to be entered into at closing, which will be used to re-finance existing debt and fund the company’s expansion plans.

Westrock Coffee is expected to trade on the Nasdaq under the symbol “WEST” following the deal’s close.

The parties initially announced the $1.1 billion combination on April 4. Little Rock, Arkansas-based Westrock Coffee supplies innovative coffee, tea, flavors, extracts, and ingredients products to retail, food service and restaurant, convenience store, and hospitality industries around the world.

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