Riverview Acquisition Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Results of Operations and Financial Condition, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Changes in Control of Registrant, Leadership Update, Other Events, Financial Statements and Exhibits

Date of Report (Date of earliest event reported): August 26, 2022

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Effective August 26, 2022, in connection with the closing of the Mergers, Riverview and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”), terminated that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated August 5, 2021, pursuant to which Riverview granted registration rights to the Sponsor. The termination agreement for the Registration Rights Agreement is attached as Exhibit 10.5 to this current report on Form 8-K and incorporated herein by reference.

Effective August 26, 2022, in connection with the closing of the Mergers, Riverview and the Sponsor, terminated that certain Administrative Services Letter Agreement (the “Administrative Services Letter Agreement”), dated August 5, 2021, pursuant to which the Sponsor provided secretarial support and administrative services to Riverview. The termination agreement for the Administrative Services Letter Agreement is attached as Exhibit 10.6 to this current report on Form 8-K and incorporated herein by reference.

Effective August 26, 2022, in connection with the closing of the Mergers, Riverview, and each of the Sponsor, R. Brad Martin, William V. Thompson III, Charles Slatery, Mark A. Edmonds, Leslie Starr Keating, and Willie H. Gregory (the “Indemnity Parties”) terminated those certain Indemnity Agreements (each an “Indemnity Agreement”), each dated August 5, 2021, pursuant to which Riverview provided certain rights to indemnification or exculpation as set forth in the Indemnity Agreement to the Indemnity Parties in exchange for each party’s service to Riverview. The termination agreement for the Indemnity Agreements is attached as Exhibit 10.7 to this current report on Form 8-K and incorporated herein by reference.

Effective August 26, 2022, in connection with the closing of the Mergers and the release of the funds from Riverview’s trust account to Riverview, following the satisfaction of payments in connection with redemption of Riverview Class A Shares (defined below), transaction expenses and deferred underwriting commission, the Investment Management Trust Agreement, dated August 5, 2021, by and between Riverview and Continental Stock Transfer & Trust Company, as trustee, terminated pursuant to its terms.

 

On the terms and subject to the conditions set forth in the Transaction Agreement, at the effective time of the SPAC Merger (the “SPAC Merger Effective Time”), (i) each outstanding share of Class B common stock of Riverview, par value $0.001 per share (“Riverview Class B Shares”) (other than the Riverview Class B Shares held as treasury stock), were automatically converted into one share of Class A common stock of Riverview, par value $0.001 per share (“Riverview Class A Shares”), (ii) each outstanding Riverview Class A Share (including the Riverview Class A Shares resulting from the conversion of Riverview Class B Shares at the SPAC Merger Effective Time but excluding any Riverview Class A Shares held as treasury stock) were exchanged for one share of common stock, par value $0.01 per share, of Westrock (“Westrock Common Shares”), (iii) each outstanding warrant of Riverview to purchase Riverview Class A Shares was, by its terms, automatically converted into a comparable warrant (“Westrock Warrants”) to purchase Westrock Common Shares on the terms and subject to the conditions set forth in the amended and restated warrant agreement, dated August 25, 2022, by and among Westrock, Computershare, Inc. and Computershare Trust Company, N.A. (the “Warrant Agreement”), (iv) each Riverview Class A Share and Riverview Class B Share held immediately prior to the SPAC Merger Effective Time by Riverview as treasury stock was automatically canceled and extinguished and (v) each share of capital stock of Merger Sub I issued and outstanding immediately prior to the SPAC Merger Effective Time was automatically canceled and extinguished and converted into one share of common stock, par value $0.01, of the SPAC Merger Surviving Company.

 

In the SPAC Merger, (i) Westrock issued an aggregate of 12,868,151 Westrock Common Shares to the former holders of Riverview Class A Shares and Riverview Class B Shares immediately prior to the SPAC Merger Effective Time, and (ii) an aggregate of 19,900,000 Riverview Warrants, which were outstanding immediately prior to the SPAC Merger Effective Time, became converted into the same number of Westrock Warrants.

 

On August 29, 2022, Westrock Common Shares and certain Westrock Warrants commenced trading on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “WEST” and “WESTW,” respectively.

 

The foregoing descriptions do not purport to be complete and are qualified in their entirety by the text of the Transaction Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On August 26, 2022, Riverview notified the Nasdaq that the SPAC Merger had been completed, and requested that Nasdaq suspend trading of the Riverview Class A Shares and the public Riverview Warrants on the Nasdaq and remove these securities from listing on the Nasdaq, in each case, prior to market open on August 29, 2022.  Riverview also requested that the Nasdaq file with the United States Securities and Exchange Commission a notification of removal from listing on Form 25 to delist the Riverview Class A Shares and the public Riverview Warrants from the Nasdaq and to deregister the Riverview Class A Shares and the public Riverview Warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  On August 26, 2022, in accordance with Riverview’s request, the Nasdaq filed the Form 25 with the SEC.

Merger Sub II, as successor in interest to Riverview, intends to file with the SEC a certification and notice of termination on Form 15 requesting that Riverview’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Riverview Class A Shares and the public Riverview Warrants.

 

The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.

Prior to the consummation of the Mergers, Riverview entered into subscription agreements (collectively, the “Riverview Subscription Agreements”) with certain institutional and accredited investors, pursuant to which such investors agreed to subscribe for and purchase, and Riverview agreed to issue and sell to such investors, immediately prior to the closing of the Mergers, an aggregate of 22,150,000 Riverview Class A Shares at a purchase price of $10.00 per share, for aggregate gross proceeds of $221,500,000 (the “Riverview PIPE Financing”), subject to the right of such subscribers to satisfy all or a portion of their subscription commitment by such subscriber holding any Riverview Class A Shares acquired after the date of the applicable Riverview Subscription Agreement and not exercising any voting or redemption rights with respect thereto, among other conditions (such shares, the “Offset Shares”).

Effective August 26, 2022, in connection with the closing of the Mergers, the Riverview PIPE Financing was consummated immediately prior to the closing of the SPAC Merger, with an aggregate of 20,240,000 Riverview Class A Shares for aggregate proceeds of $202,400,000, with the subscribers in the Riverview PIPE Financing having purchased 1,910,000 Offset Shares.  Each Riverview Class A Share issued in the Riverview PIPE Financing was converted into one Westrock Common Share in the SPAC Merger. The issuance of the Riverview Class A Shares and Westrock Common Shares pursuant to the Riverview PIPE Financing was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Riverview Class A Shares and Westrock Common Shares were issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Riverview Subscription Agreement, the forms of which is included as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.

The certificate of formation and limited liability company agreement of Merger Sub II are set forth as Exhibit 3.1 and Exhibit 3.2 to this current report on Form 8-K and are incorporated herein by reference.