Sec Form 13D Filing - Riverview Sponsor Partners LLC filing for Westrock Coffee Co (WEST) - 2022-09-06

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1	NAMES OF REPORTING PERSONS
	RBM Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			13,909,000(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			13,909,000(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,909,000(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.0%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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1	NAMES OF REPORTING PERSONS
	R. Brad Martin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			13,909,000 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			13,909,000 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,909,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.0%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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In connection with the closing of the Business Combination, the Reporting Persons were issued 4,309,000 shares of Common Stock upon conversion of Class A shares that were issued to the Sponsor in a private placement prior to Riverview’s initial public offering, as well as 7,400,000 warrants purchased from Riverview in a private placement simultaneously with the consummation of Riverview’s initial public offering, each exercisable for one share of Common Stock at a price of $11.50 per share beginning on September 25, 2022.

  

On August 26, 2022, concurrently with the closing of the Business Combination, the Reporting Persons were issued an aggregate 2,200,000 shares of Common Stock by Westrock upon conversion of Class A shares that were acquired pursuant to subscriptions agreements between the Reporting Persons and Riverview immediately prior to the consummation of the Business Combination.

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Sponsor Support Agreement

In connection with the Business Combination Agreement, on April 4, 2022, Riverview, Westrock and the Sponsor, entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to which the Sponsor agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Riverview Stockholders’ Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its shares of Riverview Class A Common Stock, par value $0.001 per share (the “Riverview Class A Common Stock”) and all of its shares of Riverview Class B Common Stock, par value $0.001 per share (the “Riverview Class B Common Stock” and, together with the Riverview Class A Common Stock, the “Riverview Common Stock”) in favor of (A) the approval and adoption of the Transaction Agreement and approval of the Mergers and all other transactions contemplated by the Transaction Agreement, (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Riverview under the Transaction Agreement or that would reasonably be expected to result in the failure of the Business Combination from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by Riverview for consummation of the Business Combination and the other transactions contemplated by the Transaction Agreement.

 

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the full text of the Sponsor Support Agreement, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.

 

Lock-Up Agreement

 

In connection with the Transaction Agreement, on April 4, 2022, the Sponsor entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with Westrock, pursuant to which the Sponsor has agreed not to transfer any shares of Common Stock or shares of preferred stock of Westrock, par value $0.01 per share, held by the Sponsor for the applicable lock-up period. For the Sponsor, the applicable lock-up period is 365 days from the Closing, subject to early termination under certain circumstances.

 

The foregoing description of the Lock-Up Agreement is not complete and is qualified in its entirety by reference to the Lock-Up Agreement, which is attached hereto as Exhibit B, and is incorporated herein by reference.

 

Amended and Restated Registration Rights Agreement

 

In connection with the Transaction Agreement, on April 4, 2022, Westrock, the Sponsor and certain equityholders of Westrock entered into a Registration Rights Agreement (the “Registration Rights Agreement”) containing customary registration rights for the Sponsor and the equityholders of Westrock who are parties thereto.

 

The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the Restated Registration Rights Agreement, which is filed as Exhibit C hereto and incorporated herein by reference.

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