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United States securities and exchange commission logo
June 29, 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
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 10, 2022
File No. 333-264464
Dear Mr. Ford:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our May
23, 2022 letter.
Amendment No.1 to Registration Statement on Form S-4 filed June 10, 2022
What are the U.S. federal income tax consequences of the mergers, page
10
1. We note your response
to prior comment 3. Item 4 of Form S-4 requires a summary of the
tax consequences of the
transaction. Given your disclosure of the uncertain and unusual
tax consequences, we
continue to believe that a tax opinion is required. Please file that
opinion, name counsel
or other opinion provider in the disclosure and ensure their consent
is included in the
exhibit. It is permissible for the opinion to state the consequences as
"should" or "more
likely" than not, rather than "will", but the opinion must express a
conclusion for each
material federal tax consequence. See Staff Legal Bulletin No. 19. If
counsel is unable to
provide such opinion, it appears you should revise to disclose that the
Scott T. Ford
Westrock Coffee Holdings, LLC
June 29, 2022
Page 2
transaction is taxable.
Comparative Historical and Unaudited Pro Forma Per Share Financial Information,
page 39
2. We note your response to our prior comment 8; however, we do not
believe you have fully
addressed our comment. As previously requested, please provide us with
your
computations for book value per unit or share for historical
Riverview, as well as for the
prior forma combined scenarios. Further, explain why you believe it is
appropriate to use
the weighted average of Riverview Class A shares in your calculation
of book value per
share.
Materials of Riverview's Financial Advisor, page 151
3. We note your response to prior comment 15. Please revise to clarify
what you mean by
the disclosure that the Stephens materials were used to "assess
valuation assumptions used
by the Riverview board of directors." If the assumptions and
valuations used by the Board
and Stephens are the same or similar, revise to state so directly. If
not, explain how they
differed.
4. Please tell us how you determined the compensation of approximately $5
million
mentioned on page 155 in view of the amounts mentioned in items (i)
and (ii) on page
155.
Summary of Riverview Financial Analysis, page 151
5. We note your response to prior comment 12. Please revise to explain in
greater detail the
disclosure that your board used "standards generally accepted by the
financial community,
including from a valuation standpoint, based on the market value of
Westrock to
comparable public companies, as applicable, and a comparison of the
proposed transaction
with Westrock."
Westrock Coffee Holdings, LLC Audited Consolidated Financial Statements, Years
Ended
December 31, 2021 and 2020
Note 7. Equity-Based Compensation, page F-46
6. We note your response to prior comment 28. Please revise your critical
accounting
policies and estimates to include the information that you provided in
your response under
the section titled "Changes in Estimated Fair Values."
Note 18. Segment Information, page F-56
FirstName LastNameScott T. Ford
7. We note your response to prior comment 29 but reissue our comment.
Please revise your
Comapany NameWestrock
segment Coffee Holdings,
footnote to include LLC provided in your response to
comply with the
the information
disclosure
June 29, 2022 Pagerequirements
2 outlined in ASC 280-10-50-41(a).
FirstName LastName
Scott T. Ford
FirstName LastNameScott
Holdings,T. Ford
Westrock Coffee LLC
Comapany
June NameWestrock Coffee Holdings, LLC
29, 2022
June 29,
Page 3 2022 Page 3
FirstName LastName
General
8. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
9. We note your response to prior comment 35. Please revise your
disclosure and your
proposed certificate of incorporation to state clearly and explicitly
whether Westrock's
exclusive forum provision applies to claims arising under the
Securities Act and the
Exchange Act.
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,
Division of
Corporation Finance
Office of
Manufacturing
cc: Brandon C. Price, Esq.