UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 26, 2022

Riverview Acquisition Corp.
(Exact name of registrant as specified in its charter)

Delaware
  
001-40716
  
86-1972481
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

700 Colonial Road , Suite 101
Memphis, TN 38117
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (901) 767-5576

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on
which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
  
RVACU
  
The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.001 per share
  
RVAC
  
The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at a price of $11.50 per share
  
RVACW
   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

Effective August 26, 2022, Riverview Acquisition Corp. (“Riverview”) completed its previously announced business combination (“Business Combination”) with Westrock Coffee Company (f/k/a Westrock Coffee Holdings, LLC) (“Westrock”), where Origin Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Westrock (“Merger Sub I”) merged 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 the SPAC Merger, the SPAC Merger Surviving Company merged with and into Origin Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Westrock (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, pursuant to the terms of that certain Transaction Agreement, dated April 4, 2022 (as amended, modified or supplemented, the “Transaction Agreement”), by and among Riverview, Westrock, Merger Sub I and Merger Sub II.
 
Item 1.02.
Termination of a Material Definitive Agreement.

Effective August 26, 2022, in connection with the closing of the Mergers, Riverview and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”), terminated that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated August 5, 2021, pursuant to which Riverview granted registration rights to the Sponsor. The termination agreement for the Registration Rights Agreement is attached as Exhibit 10.5 to this current report on Form 8-K and incorporated herein by reference.

Effective August 26, 2022, in connection with the closing of the Mergers, Riverview and the Sponsor, terminated that certain Administrative Services Letter Agreement (the “Administrative Services Letter Agreement”), dated August 5, 2021, pursuant to which the Sponsor provided secretarial support and administrative services to Riverview. The termination agreement for the Administrative Services Letter Agreement is attached as Exhibit 10.6 to this current report on Form 8-K and incorporated herein by reference.

Effective August 26, 2022, in connection with the closing of the Mergers, Riverview, and each of the Sponsor, R. Brad Martin, William V. Thompson III, Charles Slatery, Mark A. Edmonds, Leslie Starr Keating, and Willie H. Gregory (the “Indemnity Parties”) terminated those certain Indemnity Agreements (each an “Indemnity Agreement”), each dated August 5, 2021, pursuant to which Riverview provided certain rights to indemnification or exculpation as set forth in the Indemnity Agreement to the Indemnity Parties in exchange for each party’s service to Riverview. The termination agreement for the Indemnity Agreements is attached as Exhibit 10.7 to this current report on Form 8-K and incorporated herein by reference.

Effective August 26, 2022, in connection with the closing of the Mergers and the release of the funds from Riverview’s trust account to Riverview, following the satisfaction of payments in connection with redemption of Riverview Class A Shares (defined below), transaction expenses and deferred underwriting commission, the Investment Management Trust Agreement, dated August 5, 2021, by and between Riverview and Continental Stock Transfer & Trust Company, as trustee, terminated pursuant to its terms.
 
Item 2.02.
Completion of Acquisition or Disposition of Assets.

On the terms and subject to the conditions set forth in the Transaction Agreement, at the effective time of the SPAC Merger (the “SPAC Merger Effective Time”), (i) each outstanding share of Class B common stock of Riverview, par value $0.001 per share (“Riverview Class B Shares”) (other than the Riverview Class B Shares held as treasury stock), were automatically converted into one share of Class A common stock of Riverview, par value $0.001 per share (“Riverview Class A Shares”), (ii) each outstanding Riverview Class A Share (including the Riverview Class A Shares resulting from the conversion of Riverview Class B Shares at the SPAC Merger Effective Time but excluding any Riverview Class A Shares held as treasury stock) were exchanged for one share of common stock, par value $0.01 per share, of Westrock (“Westrock Common Shares”), (iii) each outstanding warrant of Riverview to purchase Riverview Class A Shares was, by its terms, automatically converted into a comparable warrant (“Westrock Warrants”) to purchase Westrock Common Shares on the terms and subject to the conditions set forth in the amended and restated warrant agreement, dated August 25, 2022, by and among Westrock, Computershare, Inc. and Computershare Trust Company, N.A. (the “Warrant Agreement”), (iv) each Riverview Class A Share and Riverview Class B Share held immediately prior to the SPAC Merger Effective Time by Riverview as treasury stock was automatically canceled and extinguished and (v) each share of capital stock of Merger Sub I issued and outstanding immediately prior to the SPAC Merger Effective Time was automatically canceled and extinguished and converted into one share of common stock, par value $0.01, of the SPAC Merger Surviving Company.
 
In the SPAC Merger, (i) Westrock issued an aggregate of 12,868,151 Westrock Common Shares to the former holders of Riverview Class A Shares and Riverview Class B Shares immediately prior to the SPAC Merger Effective Time, and (ii) an aggregate of 19,900,000 Riverview Warrants, which were outstanding immediately prior to the SPAC Merger Effective Time, became converted into the same number of Westrock Warrants.
 
On August 29, 2022, Westrock Common Shares and certain Westrock Warrants commenced trading on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “WEST” and “WESTW,” respectively.
 
The foregoing descriptions do not purport to be complete and are qualified in their entirety by the text of the Transaction Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 26, 2022, Riverview notified the Nasdaq that the SPAC Merger had been completed, and requested that Nasdaq suspend trading of the Riverview Class A Shares and the public Riverview Warrants on the Nasdaq and remove these securities from listing on the Nasdaq, in each case, prior to market open on August 29, 2022.  Riverview also requested that the Nasdaq file with the United States Securities and Exchange Commission a notification of removal from listing on Form 25 to delist the Riverview Class A Shares and the public Riverview Warrants from the Nasdaq and to deregister the Riverview Class A Shares and the public Riverview Warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  On August 26, 2022, in accordance with Riverview’s request, the Nasdaq filed the Form 25 with the SEC.

Merger Sub II, as successor in interest to Riverview, intends to file with the SEC a certification and notice of termination on Form 15 requesting that Riverview’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Riverview Class A Shares and the public Riverview Warrants.
 
The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.
Item 3.02
Unregistered Sales of Equity Securities.

Prior to the consummation of the Mergers, Riverview entered into subscription agreements (collectively, the “Riverview Subscription Agreements”) with certain institutional and accredited investors, pursuant to which such investors agreed to subscribe for and purchase, and Riverview agreed to issue and sell to such investors, immediately prior to the closing of the Mergers, an aggregate of 22,150,000 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”), subject to the right of such subscribers to satisfy all or a portion of their subscription commitment by such subscriber holding any Riverview Class A Shares acquired after the date of the applicable Riverview Subscription Agreement and not exercising any voting or redemption rights with respect thereto, among other conditions (such shares, the “Offset Shares”).

Effective August 26, 2022, in connection with the closing of the Mergers, the Riverview PIPE Financing was consummated immediately prior to the closing of the SPAC Merger, with an aggregate of 20,240,000 Riverview Class A Shares for aggregate proceeds of $202,400,000, with the subscribers in the Riverview PIPE Financing having purchased 1,910,000 Offset Shares.  Each Riverview Class A Share issued in the Riverview PIPE Financing was converted into one Westrock Common Share in the SPAC Merger. The issuance of the Riverview Class A Shares and Westrock Common Shares pursuant to the Riverview PIPE Financing was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Riverview Class A Shares and Westrock Common Shares were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Riverview Subscription Agreement, the forms of which is included as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03
Material Modification to Rights of Security Holders.

The information set forth in Item 2.02 and Item 5.03 is incorporated by reference into this Item 3.03.
 
As noted previously, in the SPAC Merger, each Riverview Class A Share and Riverview Class B Share was exchanged for one Westrock Common Share. Additional information about the Westrock Common Shares is set forth in the section of Westrock’s Registration Statement on Form S-4 (File No. 333-264464), as amended (the “Registration Statement”), initially filed on April 25, 2022, titled “Description of Securities – Common Stock”, which information is incorporated herein by reference.
 
As noted previously, as a result of the SPAC Merger, each Riverview Warrant become one Westrock Warrant and is governed by the terms of the Warrant Agreement. Each Westrock Warrant will entitle the registered holder to purchase one Westrock Common Share at a price of $11.50 per share, subject to the terms and conditions of the Warrant Agreement. Additional information about the Westrock Warrants is set forth in the section of the Registration Statement titled “Description of Securities – Westrock Warrants”, which information is incorporated herein by reference.  The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Warrant Agreement, which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 5.01.
Changes in Control of Registrant.

The information set forth in the Introductory Note above and in Item 2.01 and Item 5.02 is incorporated by reference into this Item 5.01. As a result of the SPAC Merger, Riverview became a wholly-owned subsidiary of Westrock.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 26, 2022, R. Brad Martin, Charles Slatery, Leslie Starr Keating, Mark Edmunds and Willie Gregory each notified the board of directors of Riverview (the “Board”) of their respective decisions to resign from the Board effective as of immediately prior to the SPAC Merger and R. Brad Martin, Charles Slatery, William V. Thompson, and Anderee Berengian each resigned from all offices of the Riverview each held effective as of immediately prior to the SPAC Merger.

Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.02 is incorporated herein by reference into this Item 5.03.
 
As a result of the Mergers and effective as of the effectiveness of the LLC Merger, the certificate of formation and limited liability company agreement of Merger Sub II became the organizational documents of the company surviving the LLC Merger.
 
The certificate of formation and limited liability company agreement of Merger Sub II are set forth as Exhibit 3.1 and Exhibit 3.2 to this current report on Form 8-K and are incorporated herein by reference.
 
Item 8.01.
Other Events.
 
On August 29, 2022, Westrock issued a press release relating to the completion of the Business Combination and the commencement of trading of Westrock’s securities on the Nasdaq.  A copy of the press release is included as Exhibit 99.2 hereto and incorporated by reference herein.
 
Item 9.01
Financial Statements and Exhibits
 
Exhibit
Number
    
 
Transaction Agreement, dated April 4, 2022, by and among Riverview Acquisition Corp., Westrock Coffee Company, Origin Merger Sub I, Inc., and Origin Merger Sub II, LLC. (incorporated by reference to Exhibit 2.1 to Riverview Acquisition Corp.’s current report on Form 8-K, filed on April 4, 2022)
 
Certificate of Formation of Origin Merger Sub II, LLC, dated April 1, 2022
 
Limited Liability Company Agreement of Origin Merger Sub II, LLC, dated April 1, 2022
 
Registration Rights Agreement, dated as of August 5, 2021, by and between Riverview Sponsor Partners, LLC and Riverview Acquisition Corp. (incorporated herein by reference to Exhibit 10.2 of Riverview Acquisition Corp.’s Annual Report on Form 10-K for year ending December 31, 2021)
 
Administrative Services Agreement, dated as of August 5, 2021, by and between Riverview Acquisition Corp. and Riverview Sponsor Partners, LLC (incorporated herein by reference to Exhibit 10.4 of Riverview Acquisition Corp.’s Annual Report on Form 10-K for year ending December 31, 2021)
 
Form of Riverview Acquisition Corp. Indemnity Agreement (incorporated herein by reference to Exhibit 10.8 of Riverview Acquisition Corp.’s registration statement on Form S-1 (Registration No. 333-255116), initially filed with the U.S. Securities and Exchange Commission on April 8, 2021)
 
​Investment Management Trust Agreement, dated as of August 5, 2021, by and between Continental Stock Transfer & Trust Company and Riverview Acquisition Corp. (incorporated herein by reference to Exhibit 10.1 of Riverview Acquisition Corp.’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on August 11, 2021)
 
Termination Agreement, dated August 26, 2022, by and between Riverview Sponsor Partners, LLC and Riverview Acquisition Corp.
 
Termination Agreement, dated August 26, 2022, by and between Riverview Sponsor Partners, LLC and Riverview Acquisition Corp.
 
Termination Agreement, dated August 26, 2022, by and among Riverview Acquisition Corp., R. Brad Martin, William V. Thompson III, Charles Slatery, Mark A. Edmonds, Leslie Starr Keating, and Willie H. Gregory
 
Form of Subscription Agreement of Riverview Acquisition Corp. (incorporated by reference to Exhibit 10.1 to Riverview Acquisition Corp.’s current report on Form 8-K, filed on April 4, 2022)
 
Amended and Restated Warrant Agreement, dated August 26, 2022, by and among Westrock Coffee Company, Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Westrock Coffee Company’s quarterly report on Form 10-Q, filed on August 29, 2022)
 
Press Release, dated August 29, 2022

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Origin Merger Sub II, LLC
 
As successor by merger to Riverview Acquisition Corp.
   
  By: Westrock Coffee Company
 
Its:
Sole Member
     
Date: August 29, 2022
By:
/s/ Robert P. McKinney
 
Name:
Robert P. McKinney
 
Title:
Chief Legal Officer


Exhibit 3.1
 
CERTIFICATE OF FORMATION

OF

ORIGIN MERGER SUB II, LLC
 
This Certificate of Formation of Origin Merger Sub II, LLC (the “Company”), dated as of April 1, 2022, is being duly executed and filed by Ellen E. Choe, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101,et seq.).
 
FIRST. The name of the limited liability company formed hereby is Origin Merger Sub II, LLC.
 
SECOND. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, 19801.
 
THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, 19801.
 
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.


 
/s/ Ellen E. Choe
 
Ellen E. Choe
 
Authorized Person




State  of  Delaware
  
Secretary of  State
  
Division of Corporations
  
Delivered 08:21 AM 04/0112022
  
FILED 08:21 AM 04/01/2022
  
SR 20221264075 - File Number 6700498
  
 
Exhibit 3.2
 
EXECUTION VERSION

LIMITED LIABILITY COMPANY AGREEMENT

OF

ORIGIN MERGER SUB II, LLC

Dated as of April 1, 2022
 
This Limited Liability Company Agreement (this “Agreement”) of Origin Merger Sub II, LLC is entered into by Westrock Coffee Holdings, LLC (the “Member”).
 
The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:
 

 1.
Name. The name of the limited liability company formed hereby is Origin Merger Sub II, LLC (the “Company”). The Company may do business under that name and, as permitted by applicable law, under any other name determined from time to time by the Member.
 

 2.
Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.
 

 3.
Term. The term of the Company commenced on the date the certificate of formation of the Company was filed in the office of the Secretary of State of the State of Delaware and shall continue until the Company is dissolved pursuant to the provisions of Section 8 of this Agreement. All actions of the signatory of the certificate of formation taken or incurred on behalf of the Company on or prior to the date hereof are hereby adopted and approved.
 

 4.
Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The Company may also have offices at such other places within or without the State of Delaware as the Member may from time to time designate or the business of the Company may require.
 

 5.
Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, 19801.


6.
Member. The name and the mailing address of the Member are as follows:
 
 
Name
Address
     
 
Westrock Coffee Holdings, LLC
100 River Bluff Drive, Suite 210
     Little Rock, Arkansas 77202


7.
Management of the Company. (a) The Member shall be the “Manager” as defined in the Act. The property, business and affairs of the Company shall be managed and conducted by the Member. The Company may only act and bind itself through the consent of the Member, or through the actions of the agents and employees of the Company (as described in paragraph (b) below) if and to the extent authorized by this Agreement or by the consent of the Member in accordance with the provisions of this Agreement. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a member under the laws of the State of Delaware.
 
(b)          The Member may (i) authorize by written action any person to enter into and perform any agreement on behalf of the Company, (ii) appoint one or more officers with such titles and duties and powers as the Member may determine and (iii) appoint individuals, with such titles as it may select, as employees or officers of the Company to act on behalf of the Company, with such power and authority as the Member may delegate from time to time to any such person. Any such persons, officers and employees designated by the Member to act on behalf of the Company may be appointed or removed by the Member at any time and from time to time, with or without cause.
 
(c)          Any person or entity dealing with the Company, the Member or any of the persons described in paragraph (b) above (collectively, the “Authorized Persons”) may rely upon a certificate signed by the Member (or the Secretary of the Company), as to the identity of the Member or an Authorized Person and as to the authority of the Member or such Authorized Person to execute and deliver any instrument or document on behalf of the Company. As used herein, “person” means any individual, corporation, partnership, limited liability company, trust, unincorporated organization, association or other entity.
 
(d)          Robert P. McKinney (or such other person as may from time to time be designated by the Member for such purpose) is hereby designated as an Authorized Person, within the meaning of the Act, to execute, deliver and cause to be filed any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.
 

 8.
Dissolution; Liquidation. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under the Act, unless the Company’s existence is continued pursuant to the Act.
 
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(b)          Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.
 
(c)           In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member.
 
(d)          Upon the completion of the winding up of the Company, the Member shall file a certificate of dissolution in accordance with the Act.
 

 9.
Capital Contributions. The Member shall have the right, but not the obligation, to make capital contributions to the Company at the times and in the amounts determined by the Member.
 

 10.
Allocation of Profits and Losses. The Company’s profits and losses shall be allocated at the end of each calendar year (and at such other times, if any, as the Member shall determine) to the Member.
 

 11.
Distributions.  Distributions may be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding anything to the contrary contained herein, the Company, and the Member on behalf of the Company, shall not make a distribution to the Member on account of the interest of the Member in the Company if such distribution would violate § 18-607 of the Act or any other applicable law.
 

 12.
Fiscal Year. The fiscal year of the Company shall end on December 31st of each year.
 

 13.
Assignments. A Member shall be permitted to transfer all or any portion of its interest in the Company to any person or entity.
 

 14.
Resignation. A Member may only resign from the Company if it has transferred all of its interest in the Company to another person or entity.
 

 15.
Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member upon such additional member(s)’s execution of a counterpart signature page to this Agreement. Upon the admission to the Company of any additional member(s), the Member shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s) and the initial capital contribution, if any, of such additional member(s), and to include such other provisions as the members may agree to reflect the change of status of the Company upon the admission of such additional member(s).

3

 16.
Liability of the Member. Except as provided in this Agreement or in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Member, Manager, director or officer shall be obligated personally for any such debts, obligations or liabilities solely by reason of being a Member, or acting as a Manager or director or officer, of the Company. Except as otherwise provided in this Agreement, a Member’s liability (in its capacity as such) for Company obligations, liabilities and losses shall be limited to the Company’s assets; provided that the Member shall be required to return to the Company any distribution made to it in clear and manifest accounting or similar error. The immediately preceding sentence shall constitute a compromise to which all Members have consented within the meaning of the Act. Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company. As used herein, “Affiliates” of any person means any person that directly or indirectly controls, is controlled by, or is under common control with the person in question.
 

 17.
Liability of Manager, Director or Officer. (a) Except as otherwise provided herein or in an agreement entered into by such person and the Company, none of the Manager, director, officer or their respective Affiliates shall be liable to the Company or to any Member for any act or omission performed or omitted by such Manager, director or officer in their capacity as a Manager, director or officer, respectively, pursuant to the authority granted to such person by this Agreement; provided that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such person’s gross negligence, willful misconduct or knowing violation of law or for any present or future breaches of any representations, warranties or covenants by such person or its Affiliates contained herein or in the other agreements with the Company. Each Manager, director or officer may exercise any of the powers granted to such position by this Agreement and perform any of the duties imposed upon such position hereunder either directly or by or through their respective agents, and none of the Manager, director or officer, or any of their respective Affiliates shall be responsible for any misconduct or negligence on the part of any such agent appointed by such Manager, director or officer (in each case, so long as such agent was selected in good faith and with reasonable care). Each Manager, director or officer shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by a Manager, director or officer in good faith reliance on such advice shall in no event subject such Manager (or director or officer thereof), director or officer to liability to the Company or any Member.

(b)          Whenever this Agreement or any other agreement contemplated herein provides that a Manager, director or officer, in each case, shall act in a manner which is, or provide terms which are, “fair and reasonable” to the Company or any Member, such Manager, director or officer shall, in each case, determine such appropriate action or provide such terms considering the relative interests of each party to such agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable United States generally accepted accounting practices or principles.

4
(c)          Whenever in this Agreement or any other agreement contemplated herein a Manager, director or officer, in each case, is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude such person shall be entitled to consider such interests and factors as it desires, provided that such person shall act in good faith.
 
(d)          Whenever in this Agreement a Manager, director, or officer, in each case, is permitted or required to take any action or to make a decision in its “good faith” or under another express standard, such Manager, director or officer shall, in each case, act under such express standard and, to the extent permitted by applicable law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and, notwithstanding anything contained herein to the contrary, so long as such Manager, director or officer so acts in good faith, the resolution, action or terms so made, taken or provided by such Manager, director, officer shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon such Manager (or any Manager, director or officer thereof), director, officer or any of their respective Affiliates.
 

 18.
Fiduciary Duty. Each Manager, director and officer of the Company shall, to the fullest extent permitted by the Act, have no duties of any kind or nature (at law, in equity, under this Agreement or otherwise, including any fiduciary duties or any similar duties) to the Company, to any Member, to any Affiliate of any Member, to any creditor of the Company or any of its subsidiaries or to any other person; provided that the implied contractual covenant of good faith and fair dealing shall be applicable only to the limited extent as required by the Act. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of the Manager, director or officer of the Company otherwise existing at law or in equity or by operation of the preceding sentence, are agreed by the Member to replace such duties and liabilities of such Manager, director or officer of the Company.
 

 19.
Indemnification and Insurance. (a) The Company hereby agrees to indemnify and hold harmless any person (each an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment, substitution or replacement), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such person (or one or more of such person’s Affiliates) by reason of the fact that such person is or was a Member or is or was serving as a Manager, director, officer, employee or other agent of the Company or is or was serving at the request of the Company as a manager, officer, director, principal, member, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise; provided that (unless a Manager otherwise consents) no Indemnified  Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its Affiliates’ gross negligence, willful misconduct or knowing violation of law. Expenses, including attorneys’ fees, incurred by any such Indemnified person in defending a proceeding related to any such indemnifiable matter shall be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amounts if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company.

5
(b)          The right to indemnification and the advancement of expenses conferred in this Section 19 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, agreement, by-law, vote of Managers or otherwise.
 
(c)          The Company will be permitted to maintain directors’ and officers’ liability insurance, at its expense, for the benefit of the Managers and officers of the Company and of any other persons to whom the Manager has delegated its authority pursuant to Section 7.
 
(d)          Notwithstanding anything contained herein to the contrary (including in this Section 19), any indemnity by the Company relating to the matters covered in this Section 19 shall be provided out of and to the extent of Company assets only and no Member (unless such Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional capital contributions or otherwise provide funding to help satisfy such indemnity of the Company.
 
(e)          If this Section 19 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 19 to the fullest extent permitted by any applicable portion of this Section 19 that shall not have been invalidated and to the fullest extent permitted by applicable law.
 

 20.
Tax Classification. For U.S. federal and applicable state and local income tax purposes, the Company shall be disregarded as an entity separate from the Member within the meaning of Treasury Regulations Section 301.7701-3(a).
 

 21.
Amendment, Waiver, Etc.  This Agreement may not be amended or supplemented, and no waiver of or consent to departures from the provisions hereof shall be effective, unless set forth in a writing signed by the Member.
 
6

 22.
Miscellaneous. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. This Agreement shall be binding upon and inure to the benefit of the Member and its successors and permitted assigns. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. Except as provided in Sections 15 through 19, nothing in this Agreement shall confer any rights upon any person or entity other than the Member and its successors and permitted assigns. The provisions of this Agreement are intended only for the regulation of relations between the Member and former or prospective members and the Company. This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.
 

 23.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), ALL RIGHTS AND REMEDIES BEING GOVERNED BY SUCH LAWS.

7
IN WITNESS WHEREOF, the undersigned Member, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.
 
 
WESTROCK COFFEE HOLDINGS, LLC
    
     
  By:
/s/ Robert P. McKinney
 
Name
Robert P. McKinney
 
Title:
Chief Legal Officer
 


[Signature Page to Origin Merger Sub IL LLC Operating Agreement]
 
Exhibit 10.5

Execution Version
 
TERMINATION AGREEMENT
 
This Termination Agreement (this “Termination Agreement”), dated as of August 26, 2022, is made and entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”) and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”).  The Company and the Sponsor are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
 
RECITALS:
 
WHEREAS, the Parties are a party to that certain Registration Rights Agreement, dated as of August 5, 2021 (the “Registration Rights Agreement”);
 
WHEREAS, the Company is party to that certain Transaction Agreement, dated as of April 4, 2022 (the “Transaction Agreement”), by and among the Company, Westrock Coffee Company (f/k/a Westrock Coffee Holdings, LLC) (“Westrock”), Origin Merger Sub I, Inc., and Origin Merger Sub II, LLC (“Origin Merger Sub II”), pursuant to which, among other things, the Company will merge with and into Origin Merger Sub II, which is a wholly-owned subsidiary of Westrock, and Westrock will be listed as a publicly traded company on Nasdaq;
 
WHEREAS, in connection with the transactions contemplated by the Transaction Agreement, Westrock, the Sponsor and certain other parties have entered into that certain Registration Rights Agreement, dated as of April 4, 2022, pursuant to which, among other things, the Sponsor will have certain registration rights as provided therein; and
 
WHEREAS, in connection with the transactions contemplated by the Transaction Agreement, the Parties desire to hereby terminate the Registration Rights Agreement.
 
AGREEMENT:
 
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Termination Agreement, and intending to be legally bound hereby, each Party hereby agrees as follows:
 
1.         Termination of the Registration Rights Agreement.  The Registration Rights Agreement is hereby terminated in its entirety, effective upon the occurrence of the SPAC Merger Effective Time (as defined in the Transaction Agreement).
 
2.          No Further Obligations.  The Parties hereby further agree that, upon such termination of the Registration Rights Agreement, (a) the Registration Rights Agreement shall have no further force or effect, and (b) no party thereto shall have any right, duty, liability or obligation under the Registration Rights Agreement as of and following the effectiveness hereof.
 
3.          Releases.  Each Party, on behalf of itself and its representatives and affiliates (collectively, the “Releasing Party”), hereby fully and unconditionally releases, acquits and forever discharges the other Party from any and all manner of actions, obligations, demands, damages, costs, expenses, compensation, liabilities or other relief, that any Releasing Party has, will or might have arising out of anything done, omitted, suffered or to be done by the other Party or any its affiliates, in each case, whether heretofore or hereafter accrued or unaccrued, and whether foreseen or unforeseen or known or unknown, in respect of the Registration Rights Agreement.  The Releasing Party expressly acknowledges and agrees that, subject to the terms hereof, this release is intended to extinguish all claims of every type in respect of the Registration Rights Agreement, including those known and unknown and those suspected and unsuspected, without regard to whether they are now known or suspected, even if those claims may materially affect such Releasing Party’s decision to enter into this release.
 
4.          Counterparts.  This Termination Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Termination Agreement by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart of the Termination Agreement.
 
5.          Entire Agreement.  This Termination Agreement sets forth the entire understanding of the Parties with regard to the matters contemplated hereunder and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, made by the Parties or any officer, employee or representative of the Parties.
 
6.          Severability.  Any term or provision of this Termination Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  In the event that any provision hereof would, under applicable Law, be invalid or unenforceable in any respect, each Party hereto intends that such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law.
 
7.          Governing Law.  This Termination Agreement will be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies.
 
8.          Amendment; Modification.  This Termination Agreement may be amended, modified or supplemented at any time only by written agreement of the Parties.
 
[The rest of this page intentionally left blank; signature pages follow]
 
2
Execution Version
 
IN WITNESS WHEREOF, the Parties hereto have executed this Termination Agreement as of the date set forth above.
 
 
RIVERVIEW ACQUISITION CORP., a Delaware corporation
   
 
By:
/s/ William Thompson
 
Name: William V. Thompson III
 
Title: Chief Financial Officer
   
 
RIVERVIEW SPONSOR PARTNERS, LLC, a Delaware limited liability company
   
 
By: RBM Riverview, LLC
 
Its managing member
   
 
By:
 /s/ R. Brad Martin
 
Name: R. Brad Martin
 
Title: Managing Member

Signature Page to Termination Agreement
Exhibit 10.6

Execution Version
 
TERMINATION AGREEMENT
 
This Termination Agreement (this “Termination Agreement”), dated as of August 26, 2022, is made and entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”) and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”).  The Company and the Sponsor are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
 
RECITALS:
 
WHEREAS, the Parties are a party to that certain Letter Agreement, dated as of August 5, 2021 (the “Administrative Services Letter Agreement”), regarding the provision of administrative services to the Company by the Sponsor;
 
WHEREAS, the Company is party to that certain Transaction Agreement, dated as of April 4, 2022 (the “Transaction Agreement”), by and among the Company, Westrock Coffee Company (f/k/a Westrock Coffee Holdings, LLC) (“Westrock”), Origin Merger Sub I, Inc., and Origin Merger Sub II, LLC (“Origin Merger Sub II”), pursuant to which, among other things, the Company will merge with and into Origin Merger Sub II, which is a wholly-owned subsidiary of Westrock, and Westrock will be listed as a publicly traded company on Nasdaq; and
 
WHEREAS, in connection with the transactions contemplated by the Transaction Agreement, the Parties desire to hereby terminate the Administrative Services Letter Agreement.
 
AGREEMENT:
 
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Termination Agreement, and intending to be legally bound hereby, each Party hereby agrees as follows:
 
1.        Termination of the Administrative Services Letter Agreement.  The Administrative Services Letter Agreement is hereby terminated in its entirety, effective upon the occurrence of the SPAC Merger Effective Time (as defined in the Transaction Agreement).
 
2.          No Further Obligations.  The Parties hereby further agree that, upon such termination of the Administrative Services Letter Agreement, (a) the Administrative Services Letter Agreement shall have no further force or effect, and (b) no party thereto shall have any right, duty, liability or obligation under the Administrative Services Letter Agreement as of and following the effectiveness hereof.
 
3.           Releases.  Each Party, on behalf of itself and its representatives and affiliates (collectively, the “Releasing Party”), hereby fully and unconditionally releases, acquits and forever discharges the other Party from any and all manner of actions, obligations, demands, damages, costs, expenses, compensation, liabilities or other relief, that any Releasing Party has, will or might have arising out of anything done, omitted, suffered or to be done by the other Party or any its affiliates, in each case, whether heretofore or hereafter accrued or unaccrued, and whether foreseen or unforeseen or known or unknown, in respect of the Administrative Services Letter Agreement.  The Releasing Party expressly acknowledges and agrees that, subject to the terms hereof, this release is intended to extinguish all claims of every type in respect of the Administrative Services Letter Agreement, including those known and unknown and those suspected and unsuspected, without regard to whether they are now known or suspected, even if those claims may materially affect such Releasing Party’s decision to enter into this release.
 
4.           Counterparts.  This Termination Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Termination Agreement by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart of the Termination Agreement.
 
5.          Entire Agreement.  This Termination Agreement sets forth the entire understanding of the Parties with regard to the matters contemplated hereunder and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, made by the Parties or any officer, employee or representative of the Parties.
 
6.          Severability.  Any term or provision of this Termination Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  In the event that any provision hereof would, under applicable Law, be invalid or unenforceable in any respect, each Party hereto intends that such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law.
 
7.           Governing Law.  This Termination Agreement will be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies.
 
8.         Amendment; Modification.  This Termination Agreement may be amended, modified or supplemented at any time only by written agreement of the Parties.
 
[The rest of this page intentionally left blank; signature pages follow]
 
2
Execution Version
 
IN WITNESS WHEREOF, the Parties hereto have executed this Termination Agreement as of the date set forth above.

 
RIVERVIEW ACQUISITION CORP., a Delaware corporation
   
 
By:
/s/ William Thompson
 
Name: William V. Thompson III
 
Title: Chief Financial Officer
   
 
RIVERVIEW SPONSOR PARTNERS, LLC, a Delaware limited liability company
   
 
By: RBM Riverview, LLC
 
Its managing member
   
 
By:
 /s/ R. Brad Martin
 
Name: R. Brad Martin
 
Title: Managing Member

Signature Page to Termination Agreement (Administrative Services)
Exhibit 10.7

Execution Version
 
TERMINATION AGREEMENT
 
This Termination Agreement (this “Termination Agreement”), dated as of August 26, 2022, is made and entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”) and each other person executing this Agreement on the signature page hereto (each, an “Indemnitee”).  The Company and each Indemnitee are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
 
RECITALS:
 
WHEREAS, the Parties are a party to that certain Indemnity Agreement, dated as of August 5, 2021 (the “Indemnity Agreement”);
 
WHEREAS, the Company is party to that certain Transaction Agreement, dated as of April 4, 2022 (the “Transaction Agreement”), by and among the Company, Westrock Coffee Company (f/k/a Westrock Coffee Holdings, LLC) (“Westrock”), Origin Merger Sub I, Inc., and Origin Merger Sub II, LLC (“Origin Merger Sub II”), pursuant to which, among other things, the Company will merge with and into Origin Merger Sub II, which is a wholly-owned subsidiary of Westrock, and Westrock will be listed as a publicly traded company on Nasdaq;
 
WHEREAS, pursuant to Section 5.14 of the Transaction Agreement, among other things, each Indemnitee shall be entitled to all rights to indemnification or exculpation provided under the Indemnity Agreement with respect to any matters occurring at or prior to the SPAC Merger Effective Time (as defined in the Transaction Agreement), for a period of six (6) years following the SPAC Merger Effective Time (as defined in the Transaction Agreement); and
 
WHEREAS, in connection with the transactions contemplated by the Transaction Agreement, the Parties desire to hereby terminate the Indemnity Agreement.
 
AGREEMENT:
 
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Termination Agreement, and intending to be legally bound hereby, each Party hereby agrees as follows:
 
1.          Termination of the Indemnity Agreement.  The Indemnity Agreement is hereby terminated in its entirety, effective upon the occurrence of the SPAC Merger Effective Time (as defined in the Transaction Agreement).
 
2.          No Further Obligations.  The Parties hereby further agree that, upon such termination of the Indemnity Agreement, (a) the Indemnity Agreement shall have no further force or effect, and (b) no party thereto shall have any right, duty, liability or obligation under the Indemnity Agreement as of and following the effectiveness hereof.
 
3.            Releases.  Each Party, on behalf of itself and its representatives and affiliates (collectively, the “Releasing Party”), hereby fully and unconditionally releases, acquits and forever discharges the other Party from any and all manner of actions, obligations, demands, damages, costs, expenses, compensation, liabilities or other relief, that any Releasing Party has, will or might have arising out of anything done, omitted, suffered or to be done by the other Party or any its affiliates, in each case, whether heretofore or hereafter accrued or unaccrued, and whether foreseen or unforeseen or known or unknown, in respect of the Indemnity Agreement.  The Releasing Party expressly acknowledges and agrees that, subject to the terms hereof, this release is intended to extinguish all claims of every type in respect of the Indemnity Agreement, including those known and unknown and those suspected and unsuspected, without regard to whether they are now known or suspected, even if those claims may materially affect such Releasing Party’s decision to enter into this release.
 
4.            Counterparts.  This Termination Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Termination Agreement by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart of the Termination Agreement.
 
5.           Entire Agreement.  This Termination Agreement sets forth the entire understanding of the Parties with regard to the matters contemplated hereunder and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, made by the Parties or any officer, employee or representative of the Parties.
 
6.          Severability.  Any term or provision of this Termination Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  In the event that any provision hereof would, under applicable Law, be invalid or unenforceable in any respect, each Party hereto intends that such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law.
 
7.           Governing Law.  This Termination Agreement will be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies.
 
8.          Amendment; Modification.  This Termination Agreement may be amended, modified or supplemented at any time only by written agreement of the Parties.
 
[The rest of this page intentionally left blank; signature pages follow]
 
2
Execution Version
 
IN WITNESS WHEREOF, the Parties hereto have executed this Termination Agreement as of the date set forth above.

 
RIVERVIEW ACQUISITION CORP., a Delaware corporation
   
 
By:
/s/ William Thompson
 
Name: William V. Thompson III
 
Title: Chief Financial Officer
   
 
R. Brad Martin
   
 
/s/ R. Brad Martin
   
 
William V. Thompson III
   
 
/s/ William Thompson          
   
 
Charles K. Slatery
   
 
/s/ Charles K. Slatery          
   
 
Mark A. Edmonds
   
 
/s/ Mark A. Edmonds          
   
 
Leslie Starr Keating
   
 
/s/ Leslie Starr Keating
   
 
Willie H. Gregory
   
 
/s/ Willie H. Gregory          

Signature Page to Termination Agreement
Exhibit 99.2
 
Westrock Coffee Company Announces Closing of Business Combination with Riverview Acquisition Corp. and Entry Into a New Credit Agreement
 
The Leading Coffee, Tea, Flavors, Extracts, and Ingredients Solutions Provider Raises Approximately $300 Million of Equity Capital and Accesses $350 Million of Debt Capital
 
Westrock Coffee Company Common Stock Lists Today on the Nasdaq Under the Symbol “WEST”
 
August 29, 2022 08:15 AM Eastern Daylight Time
 
LITTLE ROCK, Ark.--(BUSINESS WIRE)--Westrock Coffee Company (f/k/a Westrock Coffee Holdings, LLC) (Nasdaq: WEST) (“Westrock Coffee,” or “the Company”) today announced the closing of its business combination transaction (the “Transaction”) with Riverview Acquisition Corp. (Nasdaq: RVAC) (“RVAC” or “Riverview”). In connection with the closing of the Transaction, Westrock Coffee Holdings, LLC converted from a Delaware limited liability company to a Delaware corporation and changed its name to Westrock Coffee Company. Beginning today, the Company’s common stock and certain warrants to purchase shares of common stock will begin trading on the Nasdaq under the ticker symbols “WEST” and “WESTW,” respectively. 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 re-pay existing indebtedness and fund the Company’s organic and strategic growth initiatives.
 
  
Westrock Coffee’s Chief Executive Officer and Co-Founder, Scott Ford, and the current management team of Westrock Coffee will continue to lead the Company. Riverview Chairman and CEO, R. Brad Martin will join Westrock Coffee’s Board of Directors.

“This is a truly momentous day in the history of our company, as Westrock Coffee continues to supply the world’s most recognized brands with the world’s most transformative coffee, tea, flavors, extracts, and ingredients products,” said Ford. “Accessing the public markets is not only validation of the efforts of our incredible team but will also enable us to expedite our growth in the U.S. and internationally, while capitalizing on the generational shifts in consumer preferences. I am confident in Westrock Coffee’s future and proud of the team that has led us to this important moment.”

As the “brand behind the brands,” Westrock Coffee counts among its long-tenured customers blue chip market leaders across the retail, foodservice and restaurant, convenience store and travel center, non-commercial, 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.
 
“I have great admiration for Scott Ford and Westrock Coffee Company,” said Martin. “The Westrock Coffee team is passionate in its commitment to its farmer partners, customers, and shareholders. Westrock Coffee is exactly the type of enterprise which should be in the public markets, and I’m delighted that Riverview could help accomplish that objective. I look forward to working with the Westrock Coffee team in the months ahead.”
 
Members of Westrock Coffee’s leadership team will ring the opening bell at the Nasdaq stock exchange at 9:30 a.m. Eastern Time on August 31, 2022, to celebrate the successful transaction.
 
Stifel served as Lead Financial Advisor and Wells Fargo Securities, LLC served as Financial Advisor to Westrock Coffee. Stifel, Wells Fargo Securities, LLC, Telsey Advisory Group LLC and The Benchmark Company, LLC served as Capital Markets Advisors to Westrock Coffee. Wachtell, Lipton, Rosen & Katz served as legal counsel to Westrock Coffee.
 
Stephens Inc. served as Financial and Capital Markets Advisor, and Cantor Fitzgerald & Co. served as Capital Markets Advisor to Riverview. King & Spalding LLP acted as legal counsel to Riverview.
 
About Westrock Coffee
 
Westrock Coffee Company 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 the retail, foodservice and restaurant, convenience store and travel center, CPG, non-commercial and hospitality industries around the world. With offices in 10 countries, the company sources coffee and tea from 35 origin countries. For more information, visit WestrockCoffee.com.
 
About Riverview Acquisition Corp.
 
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.
 
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 consummated transaction, the plans, objections, expectations, and intentions of Westrock Coffee and other statements that are not historical facts. These statements are based on information available to Westrock Coffee as of the date hereof and Westrock Coffee is not under any duty to update any of the forward-looking statements after the date of this communication 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 management of Westrock Coffee 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. 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; failure to realize the anticipated benefits of the consummated 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 ability of Westrock Coffee to issue equity or equity-linked securities or obtain debt financing in the future; and those factors discussed in Westrock Coffee’s registration statement on Form S-4, which was initially filed on April 25, 2022, and subsequently amended on June 10, 2022, July 15, 2022, August 1, 2022 and August 3, 2022, under the heading “Risk Factors”, and other documents Westrock Coffee has filed, or will file, with the United States Securities and Exchange Commission. 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 Westrock Coffee does not presently know, or that Westrock Coffee currently believes 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 Westrock Coffee's expectations, plans, or forecasts of future events and views as of the date of this communication. Westrock Coffee anticipates that subsequent events and developments will cause Westrock Coffee's assessments to change. However, while Westrock Coffee may elect to update these forward-looking statements at some point in the future, Westrock Coffee specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as a representation of 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.
 
Contacts
 
Media:
ICR for Riverview and Westrock Coffee: Westrock@icrinc.com
 
Investor Relations:
ICR for Westrock Coffee: WestrockIR@icrinc.com