View:
Filed by Westrock Coffee Holdings, LLC
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Riverview Acquisition Corp.
Commission File No.: 001-40716
Westrock Coffee Company, a Leading Integrated Coffee, Tea, Flavors, Extracts, and Ingredients Solutions Provider, to Become a Public Company
Through Business Combination with Riverview Acquisition Corp.
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
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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
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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
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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.
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Westrock Coffee’s existing shareholders are rolling 100% of their shares into the combined company
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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
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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
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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
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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
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Little Rock, AR – April 4, 2022 – 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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
Contacts
Media:
ICR for Westrock: Westrock@icrinc.com
Investor Relations:
ICR for Westrock: WestrockIR@icrinc.com
Westrock CoffeeInvestor Presentation April 2022
GENERAL This presentation (“Presentation”) is being furnished for informational purposes only in connection with the announced proposed business combination transaction between
Westrock Coffee Holdings, LLC (“Westrock” or the “Company”) and Riverview Acquisition Corp. (“Riverview”). This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall
there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation has been prepared to assist interested parties in making their own evaluation with respect
to a potential transaction between Westrock and Riverview or one or more of its affiliates (the "Potential Transaction") and for no other purpose. Neither the Securities and Exchange Commission (the “SEC”) nor any securities
commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the Potential Transaction, or determined that this Presentation is truthful or complete. Any representation to the contrary is a criminal offense.
No representations or warranties, express or implied, are given in, or in respect of, this Presentation. To the fullest extent permitted by law, Riverview, Westrock and their respective subsidiaries, stockholders, affiliates,
representatives, directors, officers, employees, advisers, or agents disclaim any and all liability which may arise from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or
on opinions communicated in relation thereto or in connection therewith. Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from research reports
prepared for other purposes. Neither Riverview nor Westrock has independently verified the data obtained from these sources and no representation is made as to the reasonableness of the assumptions made within or the accuracy or
completeness of any such third-party sources. This data is subject to change. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make an evaluation of
Westrock or the Proposed Transaction. Viewers of this Presentation should each make their own evaluation of Westrock and of the relevance and adequacy of the information and should make such other investigations as they deem
necessary. References in this Presentation to our "partners" or "partnerships" with governmental entities, Food & Beverage companies, universities or others do not denote thatour relationship with any such party is in a legal
partnership form, but rather is a generic reference to our contractual relationship with such party. FORWARD LOOKING STATEMENTS Certain statements included in this Presentation 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, statements regarding
estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on information available to Westrock and Riverview as of the date hereof and neither Westrock 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 Presentation, and on the current expectations of the respective management of Westrock 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 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 registration statement / proxy are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the ProposedTransaction or that the approval of the requisite equity holders of Riverview or Westrock 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; risks related to the rollout of Westrock's business and the timing of expected business
milestones; the effects of competition on Westrock's business; the amount of redemption requests made by Riverview's stockholders; the ability of Riverview or Westrock 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 differmaterially from the results implied by these forward-looking statements. There may be additional risks that
neither Riverview nor Westrock presently know, or that Riverview or Westrock 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's expectations, plans, or forecasts of future events and views as of the date of this Presentation. Riverview and Westrock anticipate that subsequent events and
developments will cause Riverview's and Westrock's assessments to change. However, while Riverview and Westrock may elect to update these forward-looking statements at some point in the future, Riverview and Westrock specifically
disclaim any obligation to do so. These forward-looking statements should not be relied upon as a representation of Riverview's and Westrock's assessments as of any date subsequent to the date of his Presentation. Accordingly, undue
reliance should not be placed upon the forward-looking statements. PROJECTIONS Any financial projections, estimates or targets in this Presentation are forward-looking statements that are subject to significant uncertainties and
contingencies, many of which are beyond Westrock's control. The assumptions and estimates underlying such projections, estimates or targets are inherently uncertain and are subject to uncertainties that couldcause actual results to
differ materially from such projections, estimates or targets. To the extent forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliation due to the inherent difficulty in
forecasting and quantifying certain amounts that are necessary for such reconciliation. NON-GAAP FINANCIAL MEASURES The non-GAAP measures provided herein may not be directly comparable to similar measures used by other companies in
Westrock’s industry, as other companies may define such measures differently. The non-GAAP measures presented herein are not measurements of financial performance under GAAP, and should not be considered as alternativesto, and
should only be considered with, Westrock’s financial results in accordance with GAAP. Westrock and Riverview do not consider these non-GAAP financial measures to be a substitute for, or superior to, the information provided by GAAP
financial results. A reconciliation of the non-GAAP measures to the corresponding amounts prepared in accordance with GAAP appears in the tables in the Appendix. To the extent forward-looking non-GAAP financial measures are
provided, they are presented on a non-GAAP basis without reconciliation due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Disclaimer
Today’s Presenters CHRIS PLEDGER Chief Financial Officer Westrock Coffee Riverview Acquisition Corp. BRADMARTIN Chief Executive
Officer& Chairman rbm venture company Saks, Inc. - Wikipedia SCOTT FORD Chief Executive Officer & Co-Founder Agaciro Fund Arvest Bank Finalizes Bear State Bank Acquisition, Transition Pilot Dealer in Lamar, CO | 708 North Main
Street
AGENDA 4 01 | COMPANY OVERVIEW 02 | GROWTH STRATEGY 03 | FINANCIAL OVERVIEW 04 | TRANSACTION AND VALUATION BENCHMARKING 05 | CONCLUSION
06 | APPENDIX
A MISSION TO DO WELL BY DOING GOOD We aim tobe the world's most competitive and innovative provider of beverage solutions to the most distinguished brands in order to
providesmallholder farmers and their families in developing countries the ability to advance their quality of life and economic status
Westrock Coffee’s History 2009 Westrock Coffee opens operations in Rwanda 2010 Westrock Coffee Roasting opens in Little Rock, AR 2018 First digitally traceable coffee container
ships 2016 Westrock Coffee establishes transparent supply chain from Latin America 2014 Westrock Coffee acquires Falcon Coffees to expand sustainability into 20+ origins 2019 Westrock Coffee expands packaging facilities in Little
Rock, AR First digital transaction on IBM Food Trust® 2021 Westrock Coffee expands operations in Malaysia 2020 Westrock Coffee publicly launches traceable technology platform –Farmer Direct Verified® Westrock Coffee acquires S&D
Coffee & Tea, founded in 1927, to expand blue-chip customer base and social impact 2022 Westrock Coffee launches the nation’s largest roasting to Ready-To-Drink packaging facility
Westrock Coffee & Riverview Create a Market Leader Vertically integrated, sustainably focused coffee company providing digitally traceable coffee to the retail and branded
hospitality industries. One of the world’s largest custom coffee and suppliers to restaurants and convenience stores in the U.S. and a leading producer of liquid extracts. Deep bench of directors with significant public company
experience in food and beverage, supply chain and accounting sectors. SPAC with $250M cash in trust and a fully committed $250M PIPE from a select group of long-term investors. Leading intergrated coffee, tea, flavors, extracts, and
ingredients solutions provider to the world’s most iconic and transformative brands.
Uniquely Situated Product and Service Offering Beverage Solutions Sustainable Sourcing & Traceability (SS&T) Coffee & Tea
Flavors, Extracts & Ingredients(FE&I) •Comprehensive product and serviceoffering to the retail, C-Store, travel centers, foodservice, non-commercial, and CPG industries. •Coffee products includeroasted coffee in a variety of
finished good packagings including: whole bean, fractional packs, retail bags, and single serve cups. •Tea productsinclude iced tea, hot tea, and specialty herbal tea. Packaging formats include filter packs, tea bags, and pyramid
sachets. •A full range of beverage concentrate and flavoring systems of branded and private label goods. •Products include concentrates for ready-to-drink beverages, ice creams, sauces, and baked goods. •Finished good formats
currently include bulk and plastic bottles. Planned expansions are expected to extend our offering to cans, glass bottles, and bag-in-a-box. •Creation and management ofa sustainableand digitallytraceable supply chain from the
original farmer transaction through the finished good consumer package is the bedrock of our differentiation. •50+ professionals operating in 10 countries around the globe coordinate the physical delivery of these traceable products
to Westrock Coffee and hundreds of other customers. Rwanda Trading Company, Kigali (Umujyi Wa Kigali) Villa Rica Golden Coffee
Westrock Coffee is differentiated not only by its mission but also in the way it goes to market Westrock Coffee Company While Westrock Coffee helps customers manage their
commodity price risk, customers alone bear their own exposure. IMPORT EXPORT ROAST PACKAGE DELIVER HARVEST Westrock Coffee supplies the world’s most iconic brands with the world’s most transformative coffee, tea, and extract
products. Westrock Coffee provides coffee sourcing and financing, digitally traceable supply chain management, product innovation, roasting, packaging, and distribution services.
Westrock Coffee By The Numbers (1)WCC Management. (2)Westrock Coffee is the top provider of coffee to restaurant chains in the U.S.
with at least 100 outlets and that currently sell coffee, based on total share of outlets serviced // Global Data FoodserviceIntelligence Center, Technomic Ignite Menu & Company, WCC Management. (3)Westrock Coffee is the top
provider of tea to restaurant chains in the U.S. with at least 100 outlets that currently sell tea, excluding outlets that sell only retail-branded tea, based on total share of outlets serviced. // Global Data Foodservice
Intelligence Center, Technomic Ignite Menu & Company, WCC Management. (4)Multi-Outlet + Convenience, RTD Coffee Category + RFG Ready-To-Drink Coffee Category, IRI, 52wk ending 3.20.22. 1.5M Farmer Partners from 35 Countries(1)
$75M 2022E Adjusted EBITDA Coffee Supplier to U.S. Restaurants(2) Tea Supplier to U.S.Restaurants(3) Coffee Extract Supplier in Ready-to-Drink Coffee(4) $123M 2024E Adjusted EBITDA Westrock Coffee provides over 20M Cups of Coffee
Daily(1) We Supply ~88% of our Foodservice Customers’ Stores in the U.S. and <1% Internationally(1) 8 Manufacturing Facilities 1M+ sq ft 1,200 Employees with Operations in 10Countries $960M 2022E Net Sales #1 #1 #2
Compelling Investment Highlights
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. This belief is expressed through the way we interact with our community, the environment, and the farmers we serve. Purpose Driven Mission Delivers Measurable Impact
900K+ ACRES(4) Farmed by Westrock Coffee’s farmer partners globally 106K(3) Farmers have been trained over the last decade $6.5M(1) In sustainability premiums paid directly to farmers 5MTREES(2) Distributed within Westrock Coffee’s
supply chain by 2025 CASE STUDY: RWANDA 2014 –2018 GIKOMERO COMMUNITY FARMER GROUP 2014 Coffee Revenue Per Farmer Coffee Futures Price 2015 2016 2017 2018 0% 50% 150% 200% 250% 100% (50%) The chart tracks farm performance for
1,854farmers who completed WestrockCoffee’strainingprogram.These farmers are concentrated in a difficult growing region and historically experienced below average baseline production. Source: WCC Management, Company-conducted study.
(1)For the period 2015 to 2021. (2)For the period 2021 to 2025. (3)For the period 2013 to 2021. (4)For the calendar year 2021. 100% Responsibly sourced coffee and tea by 2025 2M+ TONS(4) Of carbon sequestered by Westrock Coffee’s
supply chains annually
Proprietary, Digitally Traceable Technology A fundamental pillar of WestrockCoffee Westrock Coffee utilizes the IBM Food
Trust®blockchain platform, and other proprietary technologies to link anonymous, disjointed supply chains into transparent, connected systems. Our platform gives our customers visibility into every step of their supply chain, and
allows their customers to see the actionable results of their purchase, with the scan of a QR Code. Through economic empowerment and environmental accountability, Westrock Coffee directly impacts and improves the lives of the farmers
from whom we source coffee and tea. 50 Unique data pointscollected andmonitored from farmerto finishedproduct 03 | IMPORT Import clearing and delivery to final warehouse 02 | EXPORT Coffee milling, exporting, and ocean freight data 04
| ROAST Roasting facility delivery and roasting data 05 | PACKAGE Customer purchase order and packaging data 06 | DELIVER Traceability data uploaded to customer portals for finished goods items 01 | HARVEST Farmer transaction (name,
date, price)
Large & Growing Global Market Presents Significant Addressable Opportunity $318B Global Coffee & Tea Market Size Millennial and
Generation Z Demographic(2)131M Younger coffee drinkers that prefer to drink cold / RTD coffee compared to hot coffee(3)(4) 51% Cold brew menu penetration 5-yr CAGR trend(5) +31% $318 billion wholesale global coffee and tea market
forecasted to grow at 6% CAGR Generational shift to Millennials and Generation Z which are prioritizing cold coffee and sustainability Consumers preferences have migrated from Regular Brewed Coffee to Non-Traditional Coffee $37B
Westrock Coffee’s traditional core business has an addressable market of $37 billion today Total Addressable Market FE&I Forecasted Sales Growth(6) +55% (1) (7) (1) WCC Management, Global Data, Consumer Intelligence Center, Market
Analyzers, Core Market Sizing: Segment Insights Report 2021. // (2) Global Data, Consumer Intelligence Center, Macroeconomic Data, Demographics Report, 2021. // (3) Younger coffee drinkers represent Millennials and Generation Z. //
(4) Mintel Group, Coffee and RTD Coffee US 2021; LightSpeed Consumer Data May 2021. // (5) Datassentials SNAP 2022, MenuTrends. // (6) Represents Westrock Coffee 2022E -2024E expected sales CAGR for FE&I Business. // (7) WCC
Management, Global Data, Consumer Intelligence Center, Market Analyzers, Core Market Sizing: Segment Insights Report, Foodservice Intelligence Center, Product By Channel Report 2021.
.25-person world class innovation team with branded consumer packaged goods and FE&I experience in Consumer Insights, R&D and
Engineering. .Customer-centric approach that begins with specific consumer insights and product design that delivers enhanced profitability across the value chain. Global Scale Traceable Technologies Innovation Comprehensive Product
Portfolio 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 .We operate
8 key facilities that support our Coffee & Tea and Flavors, Extracts and Ingredients business, with a combined 1M+ square feet of production capacity. .We have on the ground operations in 10 countries to support our international
growth. .Proprietary digital traceable technology. .Capacity to collect and analyze data points from farmer partners. .Enables fair payment, location, and community risk identification for farmers. .Consumer insights, Omni-channel
product marketing, and product development resources integrated into the strategic planning process. .Enables continuous product introductions that build our product portfolio.
As the “Brand Behind the Brands”we supply the largest and most recognizable names across the retail, restaurant, convenience store,
travel center, non-commercial and CPG channels with your favorite coffee, tea, and extract-based beverages. The average tenure for our top 20 customers is 19+ years.(1) No customer represents more than 10% of Net Sales.(2) 13 of the
of Top 25 QSRs in the US 55K+ QSR Locations Served 13 of the Top 25 C-Stores in the US 13K+ C-Store Locations Served 3 of the Top 5 Retailers in the US 3of the Top 10 Food Distributors in the US 5K+ Retail Locations Served 100K+
Customer Locations Served Tenured, Flagship Customers with Global Operations (1) As of 12/31/2021. // (2) In fiscal year 2021.// (3) National Retail Federation, 2021. // (4) WCC Management, QSR Magazine 2021. // (5) CSNEWS, 2021. //
(6) WCC Management, Abasto. // (7) WCC Management. (3) (4) (5) (6) (7) (4) (5) (4) (5)
Compelling Investment Opportunity: Two Macro Tailwinds Combined with New Retail Entrants & Capacity Shortages (1)Mintel Group, Coffee and RTD Coffee US 2021; LightSpeed Consumer Data May 2021.
>30% Of Millennials Prefer Cold Brew/RTD(1) Generational Shift from Hot Coffee to Cold Brew/RTD Shifts in consumer behavior accelerated the growth of new categories (ex. Ghost kitchens, RTD preferences) New Entrants Retailers
Sprinting to Become Relevant in New Trends Restaurants, convenience stores, and retailers expanding product portfolios to include cans and bottles. Exponential Demand Growth Exposes Capacity Shortages COVID Concerns Accelerated
Shift from Beverage Counter to Single Serve No one is filling the gap: •PE-backed companies often lack liquidity for CapEx required •Dairy co-ops are often capital constrained •Conglomerates often focus on other core competencies
Westrock Coffee is filling the gap and capitalizing on this once-in-a-lifetime investment opportunity by expanding its FE&I capabilities Consumer preferences shifting away from Hot Coffee and the lack of supply capacity are
generating a unique opportunity for Westrock Coffee Flavors, Extracts, and Ingredients Business Poised for Dynamic Growth… Generation: (1)Technomic, Away From Home Beverage Navigator 2021. (2)Mintel Group, Coffee and RTD Coffee US
2021; LightSpeed Consumer Data May 2021. (3)Mintel Group, Foodservice Coffee and Tea Report US 2021; represents change in respondents % from 2019 to 2021.
.Product implementation .Beverage menu strategy deployment Westrock Coffee’s customer value proposition enables the company to develop
successful beverage solutions roadmaps, to provide product innovation, and to grow for its customers …Due to Disruptive Product Innovation and Industry Shortages Adoption Ideation Strategy/Insights .Identify key white space
opportunities .Insights-based innovation and sales approach .Strategic cross-functional ideation .Concepting & validation of the product .Develop brand, price, promotion .Source/manufacture product Commercialization Product
Innovation Process RTD Coffee Unit Sales by Packaging Type (Reflects National Brands at Retail only) .60% of consumers are more likely to purchase takeout food today vs. pre-COVID-19 .77% of consumers plan to maintain their
off-premise food consumption 334 282 551 50 390 761 441 808 1,579 2015 2020 2025 Glass Bottle Plastic Bottle Can +14% +14% +14% ‘20 –‘25 CAGR Source: Global Data, Customer Intelligence Center, Market Analyzers.
New FE&I Facility –Conway, AR 800 million Single Serve Cups 10 million Gallons of Juice BIBs 4 million Gallons of Coffee BIBs 140
million Glass Bottles 700 million Cans 3 million Gallons of Bulk 100 million Pounds of Coffee Roasting Potential Capacity After Buildout(1) (1)Westrock Coffee is in the engineering and design phase of its FE&I facility buildout.
The packaging format and associated capacity shown provide an example of what is possible when the facility is fully built out. The actual buildout will vary based on a variety of factors including customer demand, volume commitments,
and margin consideration. In 2021, we purchased a 524k square foot manufacturing facility with the intent to build out the capacity and capabilities needed to meet our customer demand. The facility is currently in the engineering and
design phase, and we are in active discussions with prospective customers related to price, terms, volume and commitments.
21% CAGR(2) Net Sales Adjusted EBITDA(1) ($ in millions) Strong Financial Profile & Growth Trajectory ($ in millions) 38% CAGR(2)
(1)See Appendix for Adjusted EBITDA GAAP Reconciliation. (2)CAGR represents compounded annual growth ratefor years 2021A-2024E. (3)Excludes intercompany sales. (4)Coffee & Tea includes Allied & Others products. (5)Westrock
Coffee acquired S&D in February 2020. As such, 2020 financials presented include 10 months of S&D financials. (5) (5) AdjustedEBITDAMargin ’21A-’24E CAGR SS&T(3) Coffee & Tea(4) FE&I
23 01 | COMPANY OVERVIEW 02 | GROWTH STRATEGY 03 | FINANCIAL OVERVIEW 04 | TRANSACTION AND VALUATION BENCHMARKING 05 | CONCLUSION 06 |
APPENDIX
Growth Initiatives Expand Our Customer Base Demonstrated ability to win new customers through insights-driven, product development-led
sales cycle New Customer Pipeline 100+ Targets $1.2B+ Sales Acquisitions Can be Used to Accelerate: 50+ Targets $5B+ Sales Proven ability to execute and integrate accretive M&A Highly Active M&A Pipeline Expand Our Product
Offering Rapidly growing market that is aligned with generational and lifestyle trends Industry leader to our partners allowing them to capitalize on this market shift Geographic Expansion Current customers are asking for our
international expansion Accelerated Expansion Opportunities EU MENA Southeast Asia China Japan UK Note: Customer & M&A Pipelines are WCC Management estimates.
Expand Our Product Offering WestrockCoffee has demonstrated its capability to create innovative products for consumers’ changing
preferences and deliver to its customers in whatever packaging format they need Liquid Coffee & Beverage Concentrates Roasted Coffee Tea Tote Drum Bag-in-Box (BIB) Retail and Foodservice Bottles Cup Build & Bulk Batch 48
oz.-Plastic 13.9 oz.-Glass Ready to Drink (RTD) 9 oz.-Slim 11 oz.-Slim 15 oz.-”Tall Boy” Retail Bags Fractional Packs Bulk Whole Bean Single Serve Open Brew FS Filter Pack Retail Pyramid Tea Bags
Expand Our Customer Base WestrockCoffee’s compelling customer value proposition and innovation process leads to long customer
tenures(2) Existing customers provide opportunity to cross-sell FE&I products and expand internationally(2) Market participants value WestrockCoffee’s innovation and manufacturing capabilities Westrock Coffee is the sole
coffee provider to more than 80% of its top 20 customers creating the opportunity to cross-sell FE&I products and to drive customer success(1) Strategy / Insights Ideation Adoption Commercialization (1)WCC Management. (2)WCC
Management estimates, represent analysis for top 30 customers as of 12/31/2021.
Global customers are calling for Westrock Coffee’s international expansion Geographic Expansion Current Markets Served USA Canada
Mexico Benin Singapore Malaysia South Korea Pakistan UK Accelerated Expansion Opportunity UK EU MENA China Japan Southeast Asia UK USA MEXICO CANADA MENA JAPAN EU CHINA SOUTHEAST ASIA Represents locations where Westrock Coffee has
operations Represents locations where Westrock Coffee has co-packing plants EUROPE $11B NORTH AMERICA $8B APAC $14B MENA $2B REST OF WORLD $2B Market Opportunity: Source: WCC Management, Global Data and Mintel Group, Coffee and
RTD Coffee US 2021.
M&A | Proven Acquisition Platform 1996 2007 AT START 0.6MILLION Wirelesssubscribers $0.4BILLION Inwirelessrevenues $5.6BILLION
MarketCapforAlltelCorporation 19% Compounded annual return for shareholders vs. ~9% for S&P 500 5X Increase in # of states served #1 Industry leading Adjusted EBITDA margins 20X Increase in number of customers 29% Revenue CAGR
+11% Adjusted EBITDA margin growth YoY in 2021A in the Beverage Solutions segment Highly Accretive Acquisitions Driven by cost discipline, manufacturing efficiencies and ability to integrate new systems
sdcoffeetea.com/wp-content/themes/sdcoffee/imag... (2014) (2020) 100+ Acquisitions Management has a proven track record of successful M&A execution and integration Alltel - Wikipedia Source: WCC Management, S&P 500, SEC
Public Filings.
29 01 | COMPANY OVERVIEW 02 | GROWTH STRATEGY 03 | FINANCIAL OVERVIEW 04 | TRANSACTION AND VALUATION BENCHMARKING 05 | CONCLUSION 06 | APPENDIX
Financial Summary ($ in millions) Adjusted EBITDA (’20A –’24E)(1) ($ in millions) Net Sales (’20A –’24E) 21% CAGR Single serve cup
volumes growth and expansion of FE&I drive long-term Adjusted EBITDA growth and margin expansion 38% CAGR (4) (3) Consolidated 38% Beverage Solutions 42% Adjusted EBITDA CAGR ’21A –’24E(2) Adjusted EBITDA Margin 2022E(2)
Beverage Solutions Consolidated 8% 10% Source: WCC Management (1)See Appendix for Adjusted EBITDA GAAP reconciliation. (2)Adjusted EBITDA CAGR represents compounded annual growth rate. Adjusted EBITDA Margin calculated as
Adjusted EBITDA over Net Sales. (3)Westrock Coffee acquired S&D in February 2020. As such, 2020 financials presented include 10 months of S&D financials. (4)Excludes intercompany sales. (3)
Historical & Projected Financials ($ in millions) 2020A (2) 2021A 2022E 2023E 2024E
Revenues, net Beverage Solutions Sustainable Sourcing & Traceability (1) Total Revenues, net Revenue Growth Beverage Solutions Sustainable Sourcing & Traceability Total Revenue Growth Adjusted EBITDA Beverage Solutions
Sustainable Sourcing & Traceability Total Adjusted EBITDA Adjusted EBITDA Margin Beverage Solutions Sustainable Sourcing & Tracability Total Adjusted EBITDA Margin CapEx Base Business FE&I Expansion Total CapEx
$424.9 $551.0 $721.3 $813.8 $994.3 125.9 147.1 239.1 246.0 253.4 $550.8 $698.1 $960.4 $1,059.9 $1,247.7 27.7% 30.9% 12.8% 22.2% 16.8% 62.5% 2.9% 3.0% 26.7% 37.6% 10.4% 17.7% $28.8 $41.5 $69.5 $82.5 $117.5 4.8 5.7 5.5 5.6 5.8
$33.6 $47.2 $75.0 $88.1 $123.3 6.8% 7.5% 9.6% 10.1% 11.8% 3.8% 3.9% 2.3% 2.3% 2.3% 6.1% 6.8% 7.8% 8.3% 9.9% $19.5 $15.1 $26.0 $12.2 $13.2 0.0 10.0 61.7 87.7 42.1 $19.5 $25.1 $87.7 $99.9 $55.3 (1) (1)Excludes intercompany
sales. (2)Westrock Coffee acquired S&D in February 2020. As such, 2020 financials presented include 10 months of S&D financials. (2) RTC Factory-282 Smaller copy.jpg 32 Text Description automatically generated with low
confidence
01 | COMPANY OVERVIEW 02 | GROWTH STRATEGY 03 | FINANCIAL OVERVIEW 04 | TRANSACTION AND VALUATION BENCHMARKING 05 | CONCLUSION 06 | APPENDIX
Pro Forma Valuation(1) Sources & Uses(1) Transaction Overview •Riverview has proposed to enter into a business combination with Westrock Coffee. •Pro forma enterprise
value of ~$1,086mm (14.5x 2022E Adjusted EBITDA). Existing shareholders rollover shares in Westrock expected to be valued at ~$369mm and 23.8mm preferred roll over shares in Westrock expected to be valued at ~$273mm. •Westrock
will enter into a $300mm fully committed cash flow credit facility allowing for ample liquidity and flexibility as the company pursues its strategic and financial objectives. •The transaction is expected to close in Q3 2022,
and it is anticipated that the post-closing company will retain the Westrock name and be listed on the NASDAQ under the ticker symbol WEST. Pro Forma Ownership ($ in millions) ($ in millions, except per share values) (3)
Westrock Common Shareholders PIPE Common Shareholders Riverview Common Shareholders Riverview Promote (2) (2) (2) (2) (4) 32% 20% 21% 21% 5% Westrock Preferred Shareholders (4) (5) (1) As part of the transaction holders of
Common Equivalent Preferred units (“CEP”) units may elect to convert into common stock or preferred stock of the Company. The Company expects the Common Equivalent Preferred unit holders will be entitled to a liquidation
preference of approximately $273mm. // (2) Pro forma share count includes 25.0mm Riverview Acquisition Corp. public shares, 6.3mm Riverview Acquisition Corp. founder shares, 12.5mm Riverview Acquisition Corp. public warrants
and 7.4mm Riverview Acquisition Corp. private warrants that Westrock Coffee will assume and remain outstanding, 25.0mm PIPE shares, 23.8mm preferred shares, and 36.9mm rollover shares issued to Westrock Coffee’s existing
equity holders. Pro forma shares exclude the potentially dilutive impact of 1.7mm time-vested options, 1.7mm MOIC options and 0.4mm RSUs which are outstanding, as of 02/28/2022. Pro forma cash and debt figures calculated as of
06/30/2022E, includes $150mm debt refinancing. // (3)Assumes 0% redemption of public shares. // (4) Represents the value of the Company’s preferred stockat its liquidation preference. // (5) The Company will incur additional
expenses associated with its debt refinancing and other aspects of the transaction.
Defining the Opportunity Set .Coffee & tea providers with value-added capabilities .Product portfolio tailored to meet consumer trends & preferences .Scaled
players with global reach .Strong customer following & engagement .Integrated specialty manufacturers of value-added ingredients .Diversified revenue mix .Blue-chip customer base .Unique positioning in an attractive, high
growth industry Nestle Logo, history, meaning, symbol, PNG (1)Denotes 2022E -2024E Projected Adjusted EBITDA CAGR for Westrock Coffee.
Growth Benchmarking Revenue CAGR (2022E –2024E) JDE Peet's successfully prices inaugural EUR 2 billion We welcome Treatt
as a SAI Platform member — SAI Platform Adjusted EBITDA CAGR (2022E –2024E) We welcome Treatt as a SAI Platform member — SAI Platform Nestle Logo, history, meaning, symbol, PNG Nestle Logo, history, meaning, symbol, PNG JDE
Peet's successfully prices inaugural EUR 2 billion Home | Dutch Bros Home | Dutch Bros Source: WCC Management, SEC Public Filings, FactSet as of March 31, 2022.
Valuation Benchmarking EV / 2022E Adjusted EBITDA EV / 2023E Adjusted EBITDA We welcome Treatt as
a SAI Platform member — SAI Platform We welcome Treatt as a SAI Platform member — SAI Platform Nestle Logo, history, meaning, symbol, PNG Nestle Logo, history, meaning, symbol, PNG Home | Dutch Bros Home | Dutch Bros JDE
Peet's successfully prices inaugural EUR 2 billion JDE Peet's successfully prices inaugural EUR 2 billion Source: WCC Management, SEC Public Filings, FactSet as of March 31, 2022. RTC Washing Station-158. 37
01 | COMPANY OVERVIEW 02 | GROWTH STRATEGY 03 | FINANCIAL OVERVIEW 04 | TRANSACTION AND VALUATION BENCHMARKING 05 | CONCLUSION
06 | APPENDIX
Today, WestrockCoffee is uniquely positioned to sustainably meet global blue-chip company coffee, tea, and extract demand, while
improving the lives of farmers around the world. Now is the company’s opportunity to scale its business and amplify its economic,s ocial, and environmental impact. THE OPPORTUNITY TO ACCELERATETHE COMPANY’S GROWTH IS NOW 38
39 01 | COMPANY OVERVIEW 02 | GROWTH STRATEGY 03 | FINANCIAL OVERVIEW 04 | TRANSACTION AND VALUATION BENCHMARKING 05 |
CONCLUSION 06 | APPENDIX
Financial Model Assumptions (2) •Included in this presentation are the Company’s estimates of its financial performance for
fiscal years 2022 through 2024 (the “Financial Projections”), based on information known as of the date of this presentation. These projections were prepared by the Company’s management as a part of its long-range planning
process, and to provide current and potential investors the Company’s expectations of projected financial performance for their use in evaluating the transaction described in this presentation. •The underlying assumptions on
which the Financial Projections are based require significant judgment. As a result, there can be no assurance that the Financial Projections will be an accurate prediction of future results. Key estimates and assumptions
underlying the Financial Projections include: o Revenue Growth Rates –Coffee & Tea and FE&I growth rates are based on the Company’s pre-COVID (2019 and prior) and 2021 historical growth rates, adjusted for other
variables, such as expectations regarding new product offerings, new customer wins, and changes in existing customer demand. The Company’s fiscal year 2022 forecast reflects the Company’s expectations about (i) sales growth,
organically and via continued COVID abatement, (ii) new customer wins; (iii) improvements in customer contract terms, and (iv) operational and production efficiencies. o Operational and Manufacturing Efficiencies –The Company
expects increased profitability through the continued scaling of its operational and manufacturing cost structure over increased volumes and its ability to purchase higher volumes of materials at lower unit costs. o Impacts of
New FE&I Facility –During 2021 the Company purchased a 524,000 square foot facility that it intends to build out based on customer demand. The Financial Projections reflect management’s estimates of the potential capacity,
packaging formats and timing of bringing the facility on-line. Currently, management expects the facility to be revenue generating in late 2023, with production ramping during 2024. •The Company believes that its operating
history provides a reasonable basis of the estimates and assumptions underlying the Financial Projections. Changes in these estimates or assumptions, including assumptions regarding the timing of COVID abating, expectations
regarding new product offerings, new customer wins and/or changes in the design, capacity or customer demand for our new FE&I facility could materially affect our Financial Projections. •As of the date of this
presentation, the Financial Projections contained herein continue to represent management’s expectations regarding the Company’s expected future financial performance. Financial Projections
Non-GAAP Reconciliation Adjusted EBITDA Reconciliation(1)(2) ($ in millions) (1)See Non-GAAP Financial Measures on slide 42 in the Appendix. (2)Amounts may not foot due
to rounding. Figures based on Company’s Credit Agreement methodology. (3)Westrock Coffee acquired S&D in February 2020. As such, 2020 financials presented include 10 months of S&D financials. (3) (3) (3)
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Westrock Coffee Holdings, LLC Business Combination with Riverview Acquisition Corporation
Deal Announcement Investor Conference Call Transcript
April 4, 2022
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Operator
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Hello and welcome to the Westrock Coffee Holdings, LLC and Riverview Acquisition Corp. transaction conference call. We appreciate everyone joining us today. The information discussed today is
qualified in its entirety by the Form 8-K that has been filed today by Riverview and may be accessed on the SEC’s website, including the exhibits thereto. Please note that the press release issued this morning and related
SEC documents can also be found on Riverview Acquisition’s website at Riverviewacquisitioncorp.com and on the Westrock Coffee website at Westrockcoffee.com. The investor deck that will be presented as part of today’s
discussion has been publicly filed with the SEC and posted on Riverview’s and Westrock Coffee’s website, where it is available for download. Please review the disclaimers included therein and refer to that as the guide for
today’s call including for a reconciliation of non-GAAP metrics. In particular, this call contains forward-looking statements that are subject to risks and uncertainties. In addition, further information about us and the
proposed transaction will be contained in filings with the SEC, and we encourage you to read those carefully. For everyone on the call, Riverview and Westrock Coffee will not be fielding questions today. Hosting today’s
call from Riverview is Brad Martin, Chairman and CEO, and from Westrock Coffee are Scott Ford, CEO and Co-Founder, and Chris Pledger, CFO.
I will now turn the call over to Mr. Brad Martin. Please go ahead.
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Brad Martin – Chairman and CEO of Riverview Acquisition Corporation
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Thank you operator, and thanks to all of you for joining us today. I am Brad Martin, the Chairman and CEO of Riverview Acquisition Corporation, and I am delighted to announce this transaction
between Riverview and Westrock Coffee.
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When we launched the Riverview IPO last August, I told our prospective investors that our goal was to find a merger partner in an attractive business with tangible growth prospects in which we
could invest, one that had a solid market position with competitive strengths, and also one that was led by an experienced, public company-ready management team that has demonstrated a commitment to maximizing value while
operating with the highest level of integrity. After an extensive process in which we reviewed a number of opportunities, I am confident that we have achieved our objective with the proposed business combination between
Riverview and Westrock Coffee.
Westrock Coffee is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider to many of the world’s most iconic and transformative brands. Among the
characteristics which differentiate Westrock in this massive market are its management of a proprietary digital technology stack, which gives customers visibility into every step of its supply chain. From its very
beginning, Westrock has followed a purpose-driven mission to improve the lives of farmers who produce the beans on which this industry relies.
Westrock has an outstanding management team led by its CEO and Co-Founder, Scott Ford. Scott is the former CEO of Alltel, an enterprise that his father and he built, and led for decades, and
while doing so, they created very significant shareholder value. I’ve long admired the Ford family, and because of my respect for them, I approached Scott about the possibility of Westrock partnering with Riverview. With
its intense customer, commercial, and mission focus, this Westrock team has built a terrific business over the past 13 years and the company is now poised for a very promising future. Upon completion of the merger, the
Westrock management team will be the largest equity owners in our company, and my fellow shareholders in Riverview and my partners in the PIPE investment are delighted to become part of the Westrock Coffee family.
The merger values Westrock at an enterprise value of approximately $1.086 billion at $10 per share, that represents approximately fourteen and a half times Westrock’s projected 2022 adjusted
EBITDA. Assuming no redemptions from Riverview shareholders, the transaction will deliver approximately $500 million in gross cash proceeds to the combined company, and Westrock Coffee’s existing shareholders, none of whom
are selling a share, will own approximately 53% of the shares of the combined company upon closing. The transaction includes a committed $250 million common stock PIPE investment, again at $10 per share, in which members of
our sponsor group at Riverview and I have committed $60 million. The founders of Westrock Coffee have committed an additional $25 million to the PIPE. And we have also received commitments of $78 million dollars each from
HF Capital, the Haslam Family Investment Office, and from funds managed by Southeastern Asset Management Company. Additionally, Westrock Coffee has entered into a financing commitment from Wells Fargo Bank to provide a $300
million Senior Secured Credit Facility which will include a $150 million term 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 at
that time.
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This combination of the private investment we are making in the company, the new $300 million credit facility and the opportunity for participation by Riverview Acquisition shareholders,
provides a very solid financial foundation to pursue the Westrock growth strategy. To share that strategy with you I’ll turn it over to Scott Ford, CEO and Co-Founder of Westrock.
Scott?
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Scott Ford – CEO and Co-Founder of Westrock Coffee Company, LLC
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Thank you, Brad. I am excited to be here today to introduce you to Westrock Coffee Company. We are a leading integrated coffee, tea, flavors, extracts, and ingredients
solutions provider to the world’s most iconic and transformative brands. We operate a business-to-business model as “the brand behind the brands” in order to provide smallholder farmers and their families in developing
countries the ability to advance their quality of life and economic well-being.
We started Westrock Coffee in 2009 when we saw the need for coffee farmers 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. We are commercial operators who understand that competitive and transparent pricing, efficient operations, and cost
discipline - coupled with agricultural best practices - have the power to transform the lives of millions of people who today, sometimes struggle to properly care for, feed, and educate their children.
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This duality of purpose, where we are in effect commercial warriors in pursuit of the empowerment of farmers at the beginning of global food supply chains, is the common
bond that our team – and our investors - rally around daily. We realize that we must be supremely competitive when we offer our products and services in order to create demand pull for our partner farmers, many of whom are
women in developing countries. We summarize this duality of purpose simply as “when we win, she wins”.
What began as something of a personal mission, is today the nation’s largest supplier of coffee, tea, and liquid extracts to the retail, restaurant and food service,
convenience store and travel center, non-commercial accounts, and hospitality industries. Our coffee products include roasted and ground coffee in a variety of finished good packaging formats from fractional packs to retail
bags to single serve cups. Our tea products include iced tea, hot tea, and specialty herbal teas with packaging formats ranging from loose-leaf, filter packs, tea bags, to pyramid sachets. And our liquid extract products
include a full range of beverage concentrates and flavoring systems for both branded and private label customers. These products include concentrates for ready-to-drink beverages, ice creams, shakes, sauces, baked goods in
various finished good formats that will soon be expanded to everything from bulk containers, to multi-use plastic bottles, to cans, to glass bottles, and BIBs.
We offer these products in order to meet the demanding needs of our global clients in a fashion that we can all be proud of, where each party in the value chain prospers
and is accounted for, and where the impact at origin of these economic transactions is maximized and consistent.
Now, I have provided the background on our mission and our ethos, I want to walk you through our compelling investment opportunity.
First, we are a proven management team with decades of experience with highly successful companies such as Alltel, Tyson Foods, Coca-Cola, General
Mills and Hershey, with a long track record of creating value both through organic growth and via acquisitions.
We have a purpose driven mission, which is delivering a measurable and sustained impact. We are founded on the belief that growth is an inevitable
byproduct of investments in infrastructure, farmer development, supply chains, product innovation, and technological advancement when combined with exceptional personal service.
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We have a truly unique business model, as we have what we believe is still the only fully digitally traceable technology system in the coffee industry
globally. We utilize our proprietary systems and other traceability technologies to give our customers visibility into every step of their supply chains.
Importantly, we are in a large and growing addressable market with significant opportunities to increase sales. The wholesale global coffee and tea
market is estimated to be $318 billion, this is expanding at a 6% compounded annual growth rate. Our traditional core business has a total addressable market of $37 billion today, which we expect will expand significantly
over the near-term. Driving this growth is a generational shift of Millennials and Gen-Zs, who are prioritizing cold coffee and sustainability, over hot, black, anonymously sourced coffee.
We bring an unparalleled customer value proposition to our global customers powered by world-class market insights and product innovation teams,
global production scale, digitally traceable supply chain technologies, and a comprehensive product portfolio.
As the “Brand behind the Brands” we supply the largest and most recognizable names across the retail, restaurant and food service, convenience store
and travel center, non-commercial accounts, and hospitality industries. The average tenure of our top 20 customers, including businesses we’ve acquired since our founding, is almost 20 years. Further, our customer base is
diverse with no single customer representing more than 10% of net sales.
I would like to turn the call over to our Chief Financial Officer, Chris Pledger, who’s going to walk you through our outlook for our growth and
financial projections.
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Christopher Pledger – CFO of Westrock Coffee Company, LLC
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Thank you, Scott. I want to provide some context around our size and historical performance before delving into our revenue and EBITDA projections.
Westrock Coffee currently provides over 20 million cups of coffee to the world daily. We are the #1 coffee and tea provider to restaurants in the
United States. And we are also one of the largest providers of coffee extracts and ingredients to the private label foodservice industry. Interestingly though, while we supply 88% of our foodservice customer’s stores in the
U.S., we supply less than 1% of their stores internationally. This illustrates the opportunity we have to expand internationally with our blue-chip customer base. An example of this, was the expansion of our global coffee
roasting business in Asia last year, where we successfully went from concept to fully operating plant in 18 months at the request of one of our large international customers. We believe this will be the first of many
opportunities we have to grow in Europe, the Middle East and to further expand in Asia Pacific. We partner with approximately 1.5 million small holder farmers from 35 countries, and we have 1,200 employees with operations in
10 countries across the globe, and we manufacture in 8 manufacturing facilities across the globe.
In 2021, we generated $698 million in net sales and $47 million in adjusted EBITDA. In 2022, we expect to generate $960 million in net sales and $75
million in adjusted EBITDA.
Turning to our balance sheet, at December 31, 2021 we had approximately $310 million in net debt, representing net leverage of 5.5x based on fourth
quarter 2021 annualized adjusted EBITDA. We expect this transaction to be a significant de-leveraging event for the Company. Following the close of the transaction and the refinancing of our debt, we expect to have
approximately $120 million in net cash, assuming no redemptions by Riverview shareholders.
Now I would like to turn the call back over to Scott, to talk about our growth strategies.
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Scott Ford – CEO and Co-Founder of Westrock Coffee Company, LLC
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Thank you, Chris. We have four basic growth pillars we intend to execute against over the next few years.
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The first is to expand our product offerings to meet the demands of a rapidly growing market that is aligned with generational and lifestyle trends.
We have been prolific with respect to new product innovations, having developed more than 50 new products since 2020, primarily in the fast-growing extracts category.
Our second growth pillar is to expand our customer base. We have added 20 new customers since 2020 and currently have more than 100 targets. And our
recently announced expansion plans for our extract related product facilities in both North Carolina and Arkansas have served to introduce us to an entirely new potential customer base as well.
Our third pillar is to expand geographically. We are in the enviable position of having our current customers asking us for international expansion.
As Chris mentioned, while we typically serve 88% of the doors of our foodservice customers here in the US, we serve less than 1% of those same customers’ international locations. This affords us an incredible, built-in,
expansion opportunity.
Our fourth strategy is simply to use acquisitions in service of these three core growth pillars. We have a proven ability and long-track record of
executing and integrating accretive acquisitions. We have a pipeline with more than 50 potential targets, with over $5 billion in annual revenues. Importantly, we expect to have a clean balance sheet and a liquid currency
on the other side of closing the transaction with Riverview to enable this acquisition strategy.
In closing, the announcement today of our plans to go public through this business combination transaction with Riverview represents a truly
monumental milestone in Westrock Coffee’s journey. This transaction would not have been possible without the unyielding efforts of the many people at Westrock, our original private equity partners at The Stephens Group and
Brown Brothers Harriman, and of course, the Riverview team led by Brad Martin.
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.
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Our scaled platform and comprehensive portfolio of beverage solutions has allowed us to deliver high-quality products and service to the largest and
most recognizable names in their industries, while making a meaningful impact in the lives of smallholder farmers, empowering them economically to improve their lives and the lives of their families and their communities.
This differentiated transaction with Riverview, with its fully committed, $250 million sponsor led common stock PIPE investment, will catapult our
efforts globally and open a pathway for public investors to participate in our important work. All of us at Westrock Coffee are thrilled to join Brad and the Riverview team for the launch of what I believe will be a
tremendously successful public venture.
If you are looking for additional information, I’d like to encourage you to review our investor presentation, which can be found, along with all the
other transaction-related materials, on our website at Westrockcoffee.com.
Each of us would like to thank you for your time today.