On May 23, 2012 (the "Closing Date"), Westway Group, Inc. (the "Company") entered into a Warrant Repurchase Agreement (the "Agreement") among the Company, Francis Jenkins, Jr., a director of the Company ("Mr. Jenkins"), and certain of his affiliates (together with Mr. Jenkins, the "Sellers"). Pursuant to the Agreement, the Company repurchased from the Sellers, at a purchase price of $0.87 per warrant, 1,371,429 warrants to purchase Class A Common Stock of the Company, resulting in an aggregate purchase price to the Sellers of $1,193,143.23. The per warrant purchase price reflects a $0.12 per share discount to the spread between the exercise price of the warrants and the closing market price of the Company's Class A Common Stock on the Closing Date.

The terms of the repurchase and the Agreement were approved by a special committee of independent directors of the Company. Under the terms of the Agreement, the payment of the cash purchase price from the Company to the Sellers was in full satisfaction of any and all obligations owed by the Company to the Sellers with respect to the repurchased warrants. At the closing of the repurchase, the warrants were cancelled.

The foregoing description of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Also on the Closing Date, John E. Toffolon, Jr., a director of the Company, and certain of his affiliates exercised on a cashless basis 366,668 warrants to purchase Class A Common Stock of the Company at an exercise price of $5.00 per warrant. In accordance with the terms of the warrants, the value of the warrants for purposes of the cashless exercise was determined by reference to the average of the market closing prices for the five consecutive trading days preceding the date of exercise, resulting in a net issuance of 59,576 shares of Class A Common Stock to Mr. Toffolon and his affiliates.

(d) Exhibits

Exhibit
No.          Exhibit Title
10.1         Warrant Repurchase Agreement dated as of May 23, 2012, by and among
             Westway Group, Inc. and the parties identified as Sellers on the
             signature pages thereto.