Westrock Coffee to launch initial public offering at estimated $10 per share

Arkansas will soon have another publicly traded company in its borders. Led by former Alltel CEO Scott Ford, Westrock Coffee Holdings LLC announced Monday (April 4) it would go public via a business combination with Riverview Acquisition Corp. (NASDAQ: RVAC), which values the coffee and tea company at approximately $1.086 billion.

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.” Riverview is a Memphis-based special-purpose acquisition company (SPAC) formed in April 2021.

“We believe there are a number of enterprises that could be attractive merger partners for our company, and we may pursue an initial business combination in any business or industry. Given the experience and network of our management team, we may decide to focus on consumer-focused enterprises, including e-commerce, on the renewables and energy services sector, and/or on the insurance and financial services sector,” noted the April 2021 Riverview filing with the U.S. Securities and Exchange Commission.

Westrock said the proposed business combination will allow Westrock Coffee to accelerate the build-out of the largest roasting to ready-to-drink facility in the U.S., as well as the company’s further expansion into Europe, Asia Pacific, and the Middle East. Funds will also be used in the pursuit of strategic acquisitions.

“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 unreliant on the vagaries of charity or consumer price premiums,” Ford said.

“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.

“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.”

Highlights of the deal include:

• Westrock Coffee will post 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 (private investment in public equity) 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 said its existing shareholders are rolling 100% of their shares into the combined company.

The company 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.

“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,” said R. Brad Martin, CEO of Riverview.

Martin has an extensive business and political background. He was board chairman and CEO of Oklahoma City-based Chesapeake Energy Corp., a large U.S. oil and gas exploration company. His business experience also includes board chairman and CEO of Saks Inc., and board member at Caesars Entertainment Corp., Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc., and Ruby Tuesday, Inc.

He also is the former Interim president of the University of Memphis, and served five terms as a member of the Tennessee House of Representatives where he still holds the distinction of being the youngest person ever elected to the Tennessee legislature.

“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,” Martin added.

Westrock Coffee plans to be headquartered in central Arkansas. It recently announced major expansions in Conway, North Carolina and Malaysia as well as a reorganized new brand for its products.