1361872--3/13/2009--Shermen_WSC_Acquisition

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We may have insufficient resources to cover our operating expenses and the expenses of consummating a business combination. Under Delaware law, the requirements and restrictions relating to our initial public offering contained in our certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions. Our certificate of incorporation and by-laws contain certain provisions that may make it more difficult, expensive or otherwise discourage, a tender offer or a change in control or takeover attempt by a third party, even if such a transaction would be beneficial to our stockholders. If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share liquidation price received by our public stockholders could be less than approximately $6.02 per share. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them in a dissolution. Unlike most other blank check companies, we allow up to approximately 39.99% of our public stockholders to exercise their conversion rights. This higher threshold will make it easier for us to consummate a business combination with which you may not agree. Unlike most other blank check companies, we allow up to approximately 39.99% of our public stockholders to exercise their conversion rights. The ability of a larger number of our stockholders to exercise their conversion rights may not allow us to consummate the most desirable business combination or optimize our capital structure. Public stockholders who vote against a business combination will forfeit their conversion rights if they do not comply with the required conversion procedures in a timely manner. We may issue notes or other debt securities, or obtain bank financing, to complete a business combination, which may adversely affect our leverage and financial condition. Because certain of our directors and officers own shares of our securities that will not participate in liquidation distributions, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. Our directors and officers interests in obtaining reimbursement for any reasonable out-of-pocket expenses incurred by them may lead to a conflict of interest in determining whether a particular target business is appropriate for a business combination and in our stockholders best interest. We may engage in a business combination with a target business that has a relationship with entities that may be affiliated with certain stockholders and our directors and officers, which may raise potential conflicts of interest. If our common stock becomes subject to the SEC s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected. We will complete only one business combination, which may cause us to be solely dependent on a single business and a limited number of products or services. Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate an attractive business combination We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure or abandon a particular business combination. Our founders, directors and officers control a substantial interest in us and thus may influence certain actions requiring stockholder vote. Our outstanding warrants may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination. If our founders and the underwriters for our initial public offering exercise their registration rights, it may have an adverse effect on the market price of our common stock and the existence of these rights may make it more difficult to effect a business combination. The founder warrants have a superior exercise right to Warrants received in our initial public offering. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you or while a prospectus is not current, thereby making your warrants worthless. If the private placement of the founders warrants was not conducted in compliance with applicable law, the directors and officers may have the right to rescind their purchases of the founder warrants. The rescission rights, if any, may require us to refund an aggregate of $3,650,000 to our directors and officers, thereby reducing the amount in the trust account available to us to consummate a business combination, or, in the event we do not complete a business combination within the required period, the amount available to our stockholders upon our liquidation. Our securities are quoted on the OTC Bulletin Board, which may limit the liquidity and price of our securities more than if our securities were quoted or listed on Nasdaq or a national securities exchange. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination. Our directors may not be considered independent under the policies of the North American Securities Administrators Association, Inc. and, therefore, may take actions or incur expenses that are not deemed to be independently approved or independently determined to be in our best interest. Risks Related to Our Business and Operations In connection with the business combination, the combined company will be entering into new credit facilities. The indebtedness associated with these facilities may restrict the combined company s operating flexibility, could adversely affect its financial health and could prevent it from fulfilling certain financial obligations. Any acquisition strategy and expansion programs require access to new capital. Tightened credit markets or more expensive capital could impair the combined company s ability to grow. Westway s business is highly dependent on the ED F Man group. Westway s business involves many hazards and operational risks, including adverse weather conditions, which could result in substantial liabilities and increased operating costs. The obligations of several of Westway s key customers under their liquid storage services agreements with Westway may be reduced or suspended in some circumstances, which could adversely affect the combined company s financial condition and results of operations. The completion of the business combination could result in disruptions to the combined company s business, loss of customers or contracts or other adverse effects. If one or more of Westway s significant customers do not continue to engage it to provide services after the expiration of those customers current liquid storage services agreements with Westway and we are unable to secure comparable alternative arrangements, the combined company s financial condition and results of operations could be adversely affected. Competition from other businesses providing liquid storage that are able to supply Westway s significant customers with liquid storage capacity at a lower price could adversely affect the combined company s financial condition and results of operations. Some of Westway s liquid storage facilities have been in service for many years, potentially resulting in increased maintenance or remediation expenditures, which could adversely affect the combined company s results of operations. The impact of environmental regulation on the combined company s liquid storage facilities could adversely affect its level of cash flow. The availability, demand for and price of agricultural commodities and agricultural commodity products can be affected by weather, disease and other factors beyond our control. Westway is subject to animal feed industry risks. Westway s liquid feed supplements business is vulnerable to cyclicality in the agricultural commodities industry, highly dependent on agricultural commodity prices and susceptible to changes in raw material prices, which are subject to significant volatility and uncertainty. Government policies and regulations affecting the agricultural sector and related industries could adversely affect the combined company s financial condition and results of operations. The combined company will be required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 in a relatively short time frame. Westway s business depends, in part, upon certain individuals who may not necessarily continue to be affiliated with us. Risks Related to the Business Combination If the business combination is not completed, we may have insufficient time or funds to complete an alternate qualifying business combination and may be forced to liquidate. Holders of our common stock and warrants may incur losses. If holders of 40% or more of the IPO shares exercise their conversion rights, we may be forced to liquidate the trust account, stockholders may receive less than $6.00 per share and the warrants may expire and be worthless. If we are forced to dissolve and liquidate the trust account, our stockholders could receive less than the per unit offering price of $6.00 in the initial public offering, and our warrants will expire and become worthless. If the business combination, the other proposals are not approved by our stockholders, and we do not consummate a business combination by May 30, 2009, and are therefore required to dissolve and liquidate the trust account, payments from the trust account to our stockholders could be delayed in the event that the dissolution proposal is not approved. Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them in a dissolution. We may have insufficient resources to cover our operating expenses and the expenses of consummating the business combination. Public stockholders who vote against the business combination will forfeit their conversion rights if they do not comply with the required conversion procedures in a timely manner. We expect to incur significant costs associated with the business combination, whether or not the business combination is completed, which will reduce the amount of cash otherwise available for other corporate purposes. Our available funds will be reduced to the extent holders of the IPO shares exercise their conversion rights. A reduction in these funds could adversely affect the combined company s business and future operations. Our initial stockholders are liable if proceeds of the trust account are reduced by claims in the event the business combination is not consummated. This liability may have influenced their decision to approve the business combination. Our current directors either directly or beneficially own shares of common stock and warrants and have other interests in the business combination that are different from and in addition to yours. Activities taken by our founders or ED F Man and its affiliates to increase the likelihood of approval of the business combination and other proposals could decrease the number of IPO shares held by disinterested stockholders and have a depressive effect on the value of our common stock. Investors evaluating the business combination and the other proposals described in Annual Report on Form 10-K will not have, prior to the annual meeting of our stockholders to approve the business combination and the other proposals, complete information relating to compensation arrangements for the officers, directors and employees of the combined company Our issuance of preferred stock could adversely affect our common stockholders. Our outstanding warrants may be exercised in the future, which would increase the number of shares of our common stock eligible for future resale in the public market and result in dilution to our stockholders. A substantial number of shares of our common stock and preferred stock, which will be convertible into shares of our common stock, will be issued in connection with the business combination. If these shares are subsequently registered and become eligible for future resale in the public market after the business combination such action may result in substantial dilution and could have an adverse effect on the market price of our common stock. Following the business combination, we may issue additional equity securities which may dilute your interest in the combined company. An active market for our common stock may not develop. The value of our common stock and warrants may be adversely affected by market volatility. If our application for the listing of our Class A Common Stock, which our existing common stock will be designated as in connection with the Business Combination, on Nasdaq is not approved, or if we subsequently list our shares on Nasdaq and Nasdaq delists our securities from quotation on its exchange, our investors ability to make transactions in our securities could be limited and we may be subject to additional trading restrictions. An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding that investor from being able to exercise his, her or its warrants and causing those warrants to be practically worthless. Our stock ownership after the business combination will be highly concentrated, with ED F Man and its affiliates owning 49.5% of our outstanding common stock. This level of ownership, combined with other rights being granted to ED F Man at the closing, will allow it to significantly influence our affairs going forward. The proposed amended and restated certificate of incorporation, which will set forth the respective rights, preferences and limitations of the shares of our common and preferred stock following the business combination, would grant the holders of our Series A Preferred Stock rights, which could limit our ability to take specified actions, including the payment of dividends to holders of our common stock. Following the consummation of the business combination, certain of our directors and executive officers will own securities of ED F Man or one or more of ED F Man s affiliates. As a result, these directors and executive officers may have interests that are different from, and in addition to, the interests of our other stockholders. Our stockholders may not receive dividends because of restrictions contained in any new credit facilities, or our proposed amended and restated certificate of incorporation, or pursuant to Delaware law or state regulatory requirements. If our common stock becomes subject to the SEC s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our common stock could be adversely affected. If an insufficient number of votes is obtained to approve the transaction agreement or the proposal regarding the amendment and restatement of our certificate of incorporation, and the proposal regarding adjournment is not approved at the annual meeting of our stockholders, our board of directors will not have the ability to adjourn the annual meeting to a later date in order to solicit further votes, and, therefore, the business combination will not be approved and we may be required to dissolve and liquidate the trust account. Our financial advisor could have a potential conflict of interest.

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1361872--3/13/2009--Shermen_WSC_Acquisition_Corp