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United States securities and exchange commission logo
May 23, 2022
Scott T. Ford
Chief Executive Officer
Westrock Coffee Holdings, LLC
100 River Bluff Drive
Suite 210
Little Rock, Arkansas 77202
Re: Westrock Coffee
Holdings, LLC
Registration
Statement on Form S-4
Filed April 25,
2022
File No. 333-264464
Dear Mr. Ford:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed April 25, 2022
Market, Industry and Other Data, page 1
1. We note that the proxy
statement/prospectus includes industry data and market data in
various sources. If any
of these sources were commissioned by you for use in connection
with the proxy
statement/prospectus, please file consents pursuant to Rule 436 of the
Securities Act as
exhibits or tell us why you believe you are not required to do so.
Questions and Answers, page 9
2. Please add a question
and answer that addresses both the positive and negative factors that
the board considered
when determining to enter into the business combination and its
rationale for approving
the transaction.
Scott T. Ford
FirstName LastNameScott
Holdings,T. Ford
Westrock Coffee LLC
Comapany
May NameWestrock Coffee Holdings, LLC
23, 2022
May 23,
Page 2 2022 Page 2
FirstName LastName
Q, What are the U.S. federal income tax consequences of the mergers, page 10
3. We note the reference that the mergers are "intended" to qualify for
the tax treatment you
disclose. Please revise to clarify the tax consequences of the mergers
to investors and file
a tax opinion. It is permissible for such opinion to be a "should" or
"more likely than not"
opinion, provided that the opinion and disclosure comply with Staff
Legal Bulletin No.
19.
Parties to the Business Combination, page 20
4. Please expand the disclosure on page 20 to quantify Westrock's net
losses for the years
ended December 31, 2021 and 2020.
Investor Rights Agreement, page 23
5. We note the extensive use of the term "certain" in this and the
following section, and
throughout your document. Please revise to eliminate that term and,
instead, provide
specific, concrete disclosure about the rights, obligations and
persons to which you refer.
Comparative Historical and Unaudited Pro Forma Per Share Financial Information,
page 35
6. Please revise the second sentence of the second paragraph to state
that pro forma net (loss)
earnings per share information reflects the business combination as if
it had occurred on
January 1, 2021.
7. Please delete diluted from the line item book value per unit
or share.
8. Please provide us with your computations for book value per unit or
share for historical
Riverview, as well as for the pro forma combined scenarios.
9. Please revise net earnings per share diluted, for Riverview, to
reconcile to the historical
financial statements.
We do not currently have written contracts, page 41
10. Revise to clarify the portion of revenue and co-manufacturers to which
you refer in this
risk factor.
Certain Material U.S. Federal Income Tax Consequences, page 92
11. Please delete the term "certain" from the title of this section and
from the first sentence in
this section.
The Riverview Board of Directors, page 134
12. It appears from your disclosure in this section that the board did not
consider the analysis
conducted by Stephens or any other financial analysis. Likewise, it
appears it did not
consider or conduct its own analysis. If so, revise to state so
directly. If it did consider a
financial analysis, revise to make that clear, how it related to their
decision to approve the
Scott T. Ford
FirstName LastNameScott
Holdings,T. Ford
Westrock Coffee LLC
Comapany
May NameWestrock Coffee Holdings, LLC
23, 2022
May 23,
Page 3 2022 Page 3
FirstName LastName
transaction and the weight assigned.
Unaudited Prospective Financial Information of Westrock, page 138
13. Please revise the disclosure in this section to clarify that you have
disclosed all material
prospective financial information shared between the parties. In each
case where you
describe the prospective financial information, revise to explain the
material assumptions
underlying the prospective financial information and risks to those
assumptions. Your
disclosure should include quantitative discussion of the assumptions
used to generate the
prospective financial information.
14. Please disclose the process for preparing the prospective financial
information, including
how and why the timeframe leading out to 2024 prospective information
was selected.
With respect to the assumptions relating to Westrock's revenue growth,
please disclose
whether such growth rates are in line with historic operating trends,
and if not, explain
why the change in trends is appropriate.
Summary of Riverview Financial Analysis, page 140
15. Considering the disclosure in Riverview Acquisition Corp.'s amended
Registration
Statement on Form S-1 filed on July 23, 2021 regarding the
circumstances in which
Riverview would obtain a fairness opinion and rely on the judgment of
the board of
directors, please revise to disclose why Riverview elected to have
Stephens Inc. present
the materials to the board of directors in connection with the mergers
and the PIPE
financing. Ensure your disclosure describes clearly the purpose of the
engagement and
how the board used the materials Stephens provided and presented.
Other Considerations, page 143
16. Please revise the disclosure on page 144 to quantify the financial
advisory fee in
connection with the mergers.
Unaudited Pro Forma Condensed Combined Financial Information, page 156
17. Please revise the fourth paragraph to indicate that Westrock will be
treated as the acquirer
for accounting purposes.
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information
Adjustment (G), page 164
18. Please revise the presentation of your footnote to show the gross
components of each
adjustment with detailed explanations.
Adjustment (H), page 164
19. Please clarify how much of the $30.3 million of estimated transaction
costs will be
incurred by each of Westrock and Riverview. We remind you that
transaction costs
Scott T. Ford
FirstName LastNameScott
Holdings,T. Ford
Westrock Coffee LLC
Comapany
May NameWestrock Coffee Holdings, LLC
23, 2022
May 23,
Page 4 2022 Page 4
FirstName LastName
incurred by Westrock, may be offset in equity; however, transaction
costs incurred by
Riverview are considered costs of the merger and should be accounted
for in retained
earnings. In this regard, please revise your footnote and pro forma
adjustment as
appropriate.
Westrock Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Key Business Metrics
Adjusted EBITDA, page 197
20. We refer to your reconciliation of net loss to adjusted EBITDA on page
198. We note
your 'other' adjustment for the year ended December 31, 2020 adds back
$6.3 million of
unrealized gains that were written-off in purchase accounting. This
adjustment appears to
substitute an individually tailor measurement method for those of GAAP
which is
prohibited under Rule 100(b) of Regulation G. Please tell us how your
presentation
complies with the guidance outlined in Question 100.04 of the SEC's
Division of
Corporation Finance C&DIs on Non-GAAP Measures or revise your non-GAAP
financial
measure accordingly.
Costs of Sales, page 202
21. Please revise your narrative to also discuss the primary driver(s) of
your segment cost of
sales, for each period presented, and provide a quantified discussion
of any significant
fluctuations in costs between comparative periods. Refer to Item
303(b) of Regulation S-
K.
Critical Accounting Policies and Estimates
Goodwill and Intangible Assets, page 206
22. Please revise your disclosure to identify the number of reporting
units containing
goodwill, as well as identify the reporting unit(s) that incurred the
$76.9 goodwill
impairment charge in 2020.
23. In light of the losses incurred in 2020 and 2021, and the negative
impact that COVID-19
has had on your business, please disclose a comprehensive analysis of
how you
determined the recoverability of your intangible assets, including the
significant factors
and assumptions used in your analysis.
Liquidity and Capital Resources, page 207
24. Please quantify and more fully discuss Westrock s current and
long-term liquidity
requirements and priorities, including potential changes in those
priorities based on the
impact of changes in the amount of cash available to the
post-combination entity due to
the amount of cash redemptions.
25. We understand from your discussion of net cash provided by (used in)
operating activities
Scott T. Ford
FirstName LastNameScott
Holdings,T. Ford
Westrock Coffee LLC
Comapany
May NameWestrock Coffee Holdings, LLC
23, 2022
May 23,
Page 5 2022 Page 5
FirstName LastName
that negative changes in working capital contributed to the
fluctuation between 2021 and
2020. Please expand your narrative to quantify and more fully discuss
the primary reasons
for the significant changes in working capital between periods.
Westrock Coffee Holdings, LLC Consolidated Financial Statements, page F-3
26. Given that Riverview Acquisition Corp. filed its first Form 10-K on
March 30, 2022, it
appears to us that three years of audited financial statements for
Westrock Coffee are
required to be presented. Please revise your presentation or tell us
how your current
presentation is appropriate.
27. Please provide updated financial statements and related disclosures to
comply with Rules
3-01, 3-02, 3-04 and 3-12 of Regulation S-X.
Note 7. Equity-Based Compensation, page F-22
28. Please disclose how you determined the fair value of the common units
underlying your
unit options, including the key assumptions used. Please also discuss
changes in your
estimated fair value during the periods presented and address any
material differences
between the valuations used to determine the fair value of recently
granted unit options
relative to the fair value implied by the current merger transaction.
Note 18. Segment Information, page F-32
29. Please revise your footnote to provide total revenue by geographic
location or tell us why
this information is not required. In this regard, we note that you
have provided revenue by
geographic area for the Beverage Solutions segment in Note 4, but this
information has
not been provided for the remaining segment. Additionally, please
disclose the
methodology you use to attribute revenues from external customers to
individual
countries. Refer to ASC 280-10-50-41(a).
Riverview Acquisition Corp. Financial Statements, page F-40
30. Please provide updated financial statements and related information to
comply with Rule
8-08 of Regulation S-X.
General
31. Please revise your disclosure to show the potential impact of
redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a
sensitivity
analysis showing a range of redemption scenarios, including minimum,
maximum and
interim redemption levels.
32. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
Scott T. Ford
FirstName LastNameScott
Holdings,T. Ford
Westrock Coffee LLC
Comapany
May NameWestrock Coffee Holdings, LLC
23, 2022
May 23,
Page 6 2022 Page 6
FirstName LastName
33. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
34. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
35. Please reconcile the disclosure about Westrock's exclusive forum
provision with the actual
provision in the annex to your document. Note we may have further
comment to the
extent the disclosure and the provision itself are not consistent and
to the extent the
disclosure and the provision do not address clearly and explicitly
whether the provision
applies to claims arising under the Securities Act and the Exchange
Act.
36. Refer to your disclosures on page 49. You state that Westrock
experienced inflationary
pressures and rising costs. Please expand to identify the principal
factors contributing to
the inflationary pressures the company has experienced, whether they
continue and clarify
the resulting impact to the company, quantifying the impact to the
extent possible.
Also identify actions planned or taken, if any, to mitigate
inflationary pressures.
37. We note your disclosures regarding supply chain disruptions on page
49. Please disclose
whether and how your business segments, products, lines of service,
projects, or
operations are materially impacted by supply chain disruptions,
especially in light of
Russia s invasion of Ukraine. For example, discuss whether you have
or expect to:
suspend the production, purchase, sale or maintenance of certain
items;
experience higher costs due to constrained capacity or increased
commodity prices or
challenges sourcing materials;
experience surges or declines in consumer demand for which you are
unable to
adequately adjust your supply;
be unable to supply products at competitive prices or at all due
to export restrictions,
sanctions, or the ongoing invasion; or
be exposed to supply chain risk in light of Russia s invasion of
Ukraine and/or related
geopolitical tension.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
38. To the extent material, disclose any new or heightened risk of
potential cyberattacks by
state actors or others since Russia s invasion of Ukraine and
whether you have taken
actions to mitigate such potential risks.
39. Please describe the extent and nature of the role of the board of
directors in overseeing
risks related to Russia s invasion of Ukraine. This could include
risks related to
cybersecurity, sanctions, employees based in affected regions, and
supply
Scott T. Ford
Westrock Coffee Holdings, LLC
May 23, 2022
Page 7
chain/suppliers/service providers in affected regions as well as risks
connected with
ongoing or halted operations or investments in affected regions.
40. We note that you have experienced supply chain disruptions. Please
discuss whether
supply chain disruptions materially affect your outlook or business
goals. Specify whether
these challenges have materially impacted your results of operations or
capital resources
and quantify, to the extent possible, how your sales, profits, and/or
liquidity have been
impacted. Also discuss known trends or uncertainties resulting from
mitigation efforts
undertaken, if any. Explain whether any mitigation efforts introduce new
material risks,
including those related to product quality, reliability, or regulatory
approval of products.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Dale Welcome at 202-551-3865 or Jean Yu at 202-551-3305
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Geoff Kruczek at 202-551-3641 with any
other
questions.
Sincerely,
FirstName LastNameScott T. Ford
Division of
Corporation Finance
Comapany NameWestrock Coffee Holdings, LLC
Office of
Manufacturing
May 23, 2022 Page 7
cc: Brandon C. Price, Esq.
FirstName LastName