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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
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80-0977200
(I.R.S. Employer
Identification Number) |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☐
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| | | |
Emerging growth company
☒
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Page
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| | | | 2 | | | |
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Beneficial Ownership
Before the Offering |
| |
Common Shares to be
Registered Hereby |
| |
Beneficial Ownership
After the Offering |
| |||||||||||||||||||||||||||
Name of Holders(1)
|
| |
Number of
Common Shares |
| |
%
|
| |
Number of
Common Shares |
| |
%
|
| |
Number of
Common Shares |
| |
%
|
| ||||||||||||||||||
HF Direct Investments Pool, LLC(2)
|
| | | | 13,008,000 | | | | | | 11.7% | | | | | | 7,800,000 | | | | | | 7.0% | | | | | | 5,208,000 | | | | | | 4.7% | | |
Longleaf Partners Small-Cap Fund(3)
|
| | | | 5,041,602 | | | | | | 4.5% | | | | | | 5,041,602 | | | | | | 4.5% | | | | | | — | | | | | | 0.0% | | |
Pyramid Peak Foundation(4)
|
| | | | 3,945 | | | | | | 0.0% | | | | | | 3,945 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
C2W Partners Fund LP(5)
|
| | | | 1,000,000 | | | | | | 0.9% | | | | | | 1,000,000 | | | | | | 0.9% | | | | | | — | | | | | | 0.0% | | |
R. Brad Martin
|
| | | | 5,058,847 | | | | | | 4.5% | | | | | | 5,058,847 | | | | | | 4.5% | | | | | | — | | | | | | 0.0% | | |
Andrew F. Cates
|
| | | | 100,000 | | | | | | 0.1% | | | | | | 100,000 | | | | | | 0.1% | | | | | | — | | | | | | 0.0% | | |
Brian Wesley Martin Trust(6)
|
| | | | 339,112 | | | | | | 0.3% | | | | | | 339,112 | | | | | | 0.3% | | | | | | — | | | | | | 0.0% | | |
Jack Bradley Martin Trust(7)
|
| | | | 339,112 | | | | | | 0.3% | | | | | | 339,112 | | | | | | 0.3% | | | | | | — | | | | | | 0.0% | | |
Myles Jeffrey Martin Trust(8)
|
| | | | 339,112 | | | | | | 0.3% | | | | | | 339,112 | | | | | | 0.3% | | | | | | — | | | | | | 0.0% | | |
Stillwater Insurance Company(9)
|
| | | | 700,000 | | | | | | 0.6% | | | | | | 700,000 | | | | | | 0.6% | | | | | | — | | | | | | 0.0% | | |
NFC Partners, LLC(10)
|
| | | | 395,000 | | | | | | 0.4% | | | | | | 395,000 | | | | | | 0.4% | | | | | | — | | | | | | 0.0% | | |
WT Holdings, Inc.(11)
|
| | | | 200,000 | | | | | | 0.2% | | | | | | 200,000 | | | | | | 0.2% | | | | | | — | | | | | | 0.0% | | |
Stillwater Property and Casualty Co.(12)
|
| | | | 200,000 | | | | | | 0.2% | | | | | | 200,000 | | | | | | 0.2% | | | | | | — | | | | | | 0.0% | | |
| | |
Beneficial Ownership
Before the Offering |
| |
Common Shares to be
Registered Hereby |
| |
Beneficial Ownership
After the Offering |
| |||||||||||||||||||||||||||
Name of Holders(1)
|
| |
Number of
Common Shares |
| |
%
|
| |
Number of
Common Shares |
| |
%
|
| |
Number of
Common Shares |
| |
%
|
| ||||||||||||||||||
Sorores Partnership(13)
|
| | | | 100,000 | | | | | | 0.1% | | | | | | 100,000 | | | | | | 0.1% | | | | | | — | | | | | | 0.0% | | |
Peyton W Manning Revocable Trust(14)
|
| | | | 100,000 | | | | | | 0.1% | | | | | | 100,000 | | | | | | 0.1% | | | | | | — | | | | | | 0.0% | | |
NFC Wyoming, LLC(15)
|
| | | | 100,000 | | | | | | 0.1% | | | | | | 100,000 | | | | | | 0.1% | | | | | | — | | | | | | 0.0% | | |
Concert Insurance Company(16)
|
| | | | 35,000 | | | | | | 0.0% | | | | | | 35,000 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
Concert Specialty Insurance Company(17)
|
| | | | 35,000 | | | | | | 0.0% | | | | | | 35,000 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
Evergreen National Indemnity Company(18)
|
| | | | 50,000 | | | | | | 0.0% | | | | | | 50,000 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
James H. Barton Jr.
|
| | | | 50,000 | | | | | | 0.0% | | | | | | 50,000 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
Gramercy Indemnity Company(19)
|
| | | | 25,000 | | | | | | 0.0% | | | | | | 25,000 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
3M35 Inc.(20)
|
| | | | 50,000 | | | | | | 0.0% | | | | | | 50,000 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
Westrock Group(21)
|
| | | | 23,163,104 | | | | | | 20.8% | | | | | | 23,163,104 | | | | | | 20.8% | | | | | | — | | | | | | 0.0% | | |
The Stephens Group LLC(22)
|
| | | | 8,410,094 | | | | | | 7.5% | | | | | | 8,410,094 | | | | | | 7.5% | | | | | | — | | | | | | 0.0% | | |
Sowell Westrock, L.P.(23)
|
| | | | 6,038,505 | | | | | | 5.4% | | | | | | 6,038,505 | | | | | | 5.4% | | | | | | — | | | | | | 0.0% | | |
Elizabeth McLaughlin
|
| | | | 616,478 | | | | | | 0.6% | | | | | | 506,278 | | | | | | 0.5% | | | | | | 110,200 | | | | | | 0.1% | | |
T. Christopher Pledger
|
| | | | 248,081 | | | | | | 0.2% | | | | | | 148,750 | | | | | | 0.1% | | | | | | 99,331 | | | | | | 0.1% | | |
Jennifer E. Pledger
|
| | | | 80,904 | | | | | | 0.1% | | | | | | 80,904 | | | | | | 0.1% | | | | | | — | | | | | | 0.0% | | |
Matthew C. Smith
|
| | | | 223,999 | | | | | | 0.2% | | | | | | 154,600 | | | | | | 0.1% | | | | | | 69,399 | | | | | | 0.1% | | |
SG-Coffee LLC(24)
|
| | | | 2,785,082 | | | | | | 2.5% | | | | | | 2,785,082 | | | | | | 2.5% | | | | | | — | | | | | | 0.0% | | |
Wooster Capital, LLC(25)
|
| | | | 3,267,976 | | | | | | 2.9% | | | | | | 3,267,976 | | | | | | 2.9% | | | | | | — | | | | | | 0.0% | | |
Meaningful Partners Dedicated I LP(26)
|
| | | | 504,883 | | | | | | 0.5% | | | | | | 504,883 | | | | | | 0.5% | | | | | | — | | | | | | 0.0% | | |
Meaningful Partners Dedicated I-QP LP(27)
|
| | | | 386,344 | | | | | | 0.3% | | | | | | 386,344 | | | | | | 0.3% | | | | | | — | | | | | | 0.0% | | |
F&F Group Invest 2020-01 LLC(28)
|
| | | | 223,596 | | | | | | 0.2% | | | | | | 223,596 | | | | | | 0.2% | | | | | | — | | | | | | 0.0% | | |
Columbia WCH, LLC(29)
|
| | | | 111,404 | | | | | | 0.1% | | | | | | 111,404 | | | | | | 0.1% | | | | | | — | | | | | | 0.0% | | |
Demesne Capital LLC(30)
|
| | | | 55,899 | | | | | | 0.1% | | | | | | 55,899 | | | | | | 0.1% | | | | | | — | | | | | | 0.0% | | |
William A. Ford
|
| | | | 237,292 | | | | | | 0.2% | | | | | | 55,899 | | | | | | 0.1% | | | | | | 181,393 | | | | | | 0.2% | | |
Clarence J. Duvall Jr.
|
| | | | 124,803 | | | | | | 0.1% | | | | | | 55,702 | | | | | | 0.0% | | | | | | 69,101 | | | | | | 0.1% | | |
Eddie Everett
|
| | | | 21,723 | | | | | | 0.0% | | | | | | 21,723 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
Emon A. Mahony Jr.(31)
|
| | | | 100,000 | | | | | | 0.1% | | | | | | 100,000 | | | | | | 0.1% | | | | | | — | | | | | | 0.0% | | |
Matthew K. Rose
|
| | | | 250,000 | | | | | | 0.2% | | | | | | 250,000 | | | | | | 0.2% | | | | | | — | | | | | | 0.0% | | |
Jo Ellen Ford
|
| | | | 385,000 | | | | | | 0.3% | | | | | | 350,000 | | | | | | 0.3% | | | | | | 35,000 | | | | | | 0.0% | | |
BBH Capital Partners V. LP(32)
|
| | | | 11,980,831 | | | | | | 10.7% | | | | | | 11,980,831 | | | | | | 10.7% | | | | | | — | | | | | | 0.0% | | |
BBH Capital Partners V-A LP(33)
|
| | | | 242,097 | | | | | | 0.2% | | | | | | 242,097 | | | | | | 0.2% | | | | | | — | | | | | | 0.0% | | |
BBH CPV WCC Co-Investment LLC(34)
|
| | | | 8,965,517 | | | | | | 8.0% | | | | | | 8,965,517 | | | | | | 8.0% | | | | | | — | | | | | | 0.0% | | |
Sheldon M. Fox(35)
|
| | | | 11,181 | | | | | | 0.0% | | | | | | 11,181 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
Wallace Scott Davis Revocable Trust(36)
|
| | | | 22,360 | | | | | | 0.0% | | | | | | 22,360 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
Holly L. Larkin(37)
|
| | | | 11,178 | | | | | | 0.0% | | | | | | 11,178 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
John J. Lammers(38)
|
| | | | 5,590 | | | | | | 0.0% | | | | | | 5,590 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
Haley Revocable Trust(39)
|
| | | | 11,181 | | | | | | 0.0% | | | | | | 11,181 | | | | | | 0.0% | | | | | | — | | | | | | 0.0% | | |
Daniel H.L. Martin Trust(40)
|
| | | | 317,112 | | | | | | 0.3% | | | | | | 317,112 | | | | | | 0.3% | | | | | | — | | | | | | 0.0% | | |
Rawleigh B. Martin Trust(41)
|
| | | | 317,112 | | | | | | 0.3% | | | | | | 317,112 | | | | | | 0.3% | | | | | | — | | | | | | 0.0% | | |
RBM Venture Company(42)
|
| | | | 95,995 | | | | | | 0.1% | | | | | | 95,995 | | | | | | 0.1% | | | | | | — | | | | | | 0.0% | | |
Martin Family Foundation(43)
|
| | | | 1,991,266 | | | | | | 1.8% | | | | | | 1,991,266 | | | | | | 1.8% | | | | | | — | | | | | | 0.0% | | |
| | |
Amount
|
| |||
SEC registration fee
|
| | | $ | 76,220.97 | | |
Nasdaq Global Market fee
|
| | |
|
(1)
|
| |
FINRA filing fee
|
| | |
|
(1)
|
| |
Accounting fees and expenses
|
| | |
|
(1)
|
| |
Legal fees and expenses
|
| | |
|
(1)
|
| |
Transfer agent and registrar fees and expenses
|
| | |
|
(1)
|
| |
Printing and miscellaneous fees and expenses
|
| | |
|
(1)
|
| |
Total
|
| | |
|
(1)
|
| |
|
Exhibit No.
|
| |
Description of Exhibit
|
| ||||
| | | 4 | .6† | | | | Form of Certificate of Designation for Preferred Stock and Specimen Preferred Stock Certificate | |
| | | 4 | .7† | | | | Form of Deposit Agreement and Specimen Depositary Receipt | |
| | | 4 | .8† | | | | Form of Warrant Agreement and Specimen Warrant Certificate | |
| | | 4 | .9† | | | | Form of Unit Agreement and Specimen Unit Certificate | |
| | | 5 | .1† | | | | Opinion of Wachtell, Lipton, Rosen & Katz | |
| | | 10 | .1 | | | | Registration Rights Agreement, dated as of April 4, 2022, by and among Westrock Coffee Company and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 (File No. 333-264464), initially filed on April 25, 2022 by Westrock Coffee Company) | |
| | | 23 | .1 | | | | | |
| | | 23 | .2 | | | | | |
| | | 23 | .3† | | | | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1) | |
| | | 24 | .1 | | | | | |
|
107
|
| | |
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Scott T. Ford
Scott T. Ford
|
| |
Chief Executive Officer and Director
(principal executive officer) |
| |
October 2, 2023
|
|
|
/s/ T. Christopher Pledger
T. Christopher Pledger
|
| |
Chief Financial Officer
(principal financial officer) |
| |
October 2, 2023
|
|
|
/s/ Blake Schuhmacher
Blake Schuhmacher
|
| |
Chief Accounting Officer
(principal accounting officer) |
| |
October 2, 2023
|
|
|
/s/ Joe T. Ford
Joe T. Ford
|
| |
Chairman of the Board, Director
|
| |
October 2, 2023
|
|
|
/s/ R. Patrick Kruczek
R. Patrick Kruczek
|
| |
Director
|
| |
October 2, 2023
|
|
|
/s/ Hugh McColl, III
Hugh McColl, III
|
| |
Director
|
| |
October 2, 2023
|
|
|
/s/ R. Brad Martin
R. Brad Martin
|
| |
Director
|
| |
October 2, 2023
|
|
|
/s/ Mark Edmunds
Mark Edmunds
|
| |
Director
|
| |
October 2, 2023
|
|
|
/s/ Josie C. Natori
Josie C. Natori
|
| |
Director
|
| |
October 2, 2023
|
|
|
/s/ Leslie Starr Keating
Leslie Starr Keating
|
| |
Director
|
| |
October 2, 2023
|
|
|
/s/ Oluwatoyin Umesiri
Oluwatoyin Umesiri
|
| |
Director
|
| |
October 2, 2023
|
|
|
/s/ Jeffrey H. Fox
Jeffrey H. Fox
|
| |
Director
|
| |
October 2, 2023
|
|
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in this Registration Statement of Westrock Coffee Company on Form S-3 of our report dated March 29, 2022, which includes an explanatory paragraph as to Riverview Acquisition Corp’s ability to continue as a going concern, with respect to our audit of the financial statements of Riverview Acquisition Corp. as of December 31, 2021 and for the period from February 4, 2021 (inception) through December 31, 2021 appearing in the Prospectus filed pursuant to Rule 424(b)(3) (Registration No. 333-267509) of Westrock Coffee Holdings, LLC. We also consent to the reference to our Firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement. We are no longer the auditors of Riverview Acquisition Corp. after August 15, 2022 and, accordingly, we have not performed any audit or review procedures with respect to any financial statements appearing in such Prospectus for the periods after August 15, 2022.
/s/ Marcum llp
Marcum llp
New York, NY
October 2, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Westrock Coffee Company of our report dated March 21, 2023 relating to the financial statements and financial statement schedule, which appears in Westrock Coffee Company’s Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Little Rock, Arkansas
October 2, 2023
EXHIBIT 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Westrock Coffee Company
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.01 per share (“Common Stock”) | 457(o) | (2) | (3) | (1) | — | — | ||||
Equity | Preferred Stock, par value $0.01 per share (“Preferred Stock”) | 457(o) | (2) | (3) | (1) | — | — | |||||
Other | Depositary shares | 457(o) | (2) | (3) | (1) | — | — | |||||
Other | Warrants | 457(o) | (2) | (3) | (1) | — | — | |||||
Other | Units | 457(o) | (2) | (3) | (1) | — | — | |||||
Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 457(o) | (2) | (3) | $500,000,000 | $0.0001476 | $73,800 | |||||
Equity | Common Stock | 457(c) | 1,876,688 (4) | $8.74 (5) | $16,402,253.12 | $0.0001476 | $2,420.97 | |||||
Fees Previously Paid | — | — | — | — | — | — | — | |||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | Equity | Common Stock | 415(a)(6) | 19,144,120 (6) | $220,157,380.00 (7) | S-1 | 333-267509 | 12/21/2022 | $24,261.35 | |||
Equity | Common Stock | 415(a)(6) | 88,042,123 (8) | $769,488,155.02 | S-1 | 333-267509 | 12/21/2022 | $135,152.24 | ||||
Total Offering Amounts | $1,506,047,788.14 | $76,220.97 | ||||||||||
Total Fees Previously Paid | — | |||||||||||
Total Fee Offsets | — | |||||||||||
Net Fee Due | $76,220.97 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), Westrock Coffee Company (the “Registrant”) is also registering an indeterminate number of additional securities that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | There is being registered hereunder an indeterminate number of shares of Common Stock, shares of one or more series of Preferred Stock, depositary shares representing fractional interests of shares of Preferred Stock, warrants to purchase any of such securities and/or units, consisting of some or all of these securities in any combination, as may be sold from time to time by the Registrant. There is also being registered hereunder an indeterminate number of shares of Common Stock, shares of Preferred Stock and depositary shares as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance, provided that the aggregate maximum offering price of all securities issued pursuant to the universal shelf prospectus included in the Registration Statement shall not exceed $500,000,000. |
(3) | Estimated solely for the purpose of calculating the registration fee. The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security, provided that the aggregate maximum offering price of all securities issued pursuant to the universal shelf prospectus included in the Registration Statement shall not exceed $500,000,000. |
(4) | Consists of 1,876,688 shares of Common Stock registered for resale by certain holders, which resale has not previously been registered. |
(5) | Estimated solely for the purpose of calculating the amount of the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rule 457(c) promulgated thereunder. The maximum offering price per share and maximum aggregate offering price are based upon the average of the high ($8.85) and low ($8.63) prices for the Common Stock as reported on the NASDAQ Stock Market (“Nasdaq”) on September 27, 2023, a date that is within five business days prior to the filing of this Registration Statement. |
(6) | Consists of the primary issuance of 19,144,120 shares of Common Stock that may be issued upon exercise of the outstanding and previously registered warrants (the “Existing Warrants”), which such shares of Common Stock were previously registered under the Registrant’s Registration Statement on Form S-1 (File No. 333-267509) (the “Previous Registration Statement”). Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the shares of Common Stock upon exercise of the Existing Warrants under the Previous Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
(7) | Calculated pursuant to Rule 457(g), based on the exercise price of the Existing Warrants. |
(8) | Consists of 88,042,123 shares of Common Stock for resale by certain holders, which resale has previously been registered under the Previous Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of shares of Common Stock by such holders under the Previous Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |