Westrock Coffee Files 8-K on Agreements, Financials, Equity Sales

TL;DR

Westrock Coffee just dropped an 8-K covering new agreements, financials, and equity sales.

AI Summary

Westrock Coffee Co. filed an 8-K on February 15, 2024, detailing several significant corporate actions. These include the entry into a material definitive agreement and updates on the company's results of operations and financial condition. The filing also reported the creation of a direct financial obligation and unregistered sales of equity securities, specifically mentioning common stock and warrants.

Why It Matters

This filing indicates significant corporate actions, including new agreements, financial updates, and potential changes in capital structure through equity sales and new obligations. These events could impact investor perception and the company's future operational and financial health.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and unregistered equity sales, which could impact the company's debt load and shareholder dilution, respectively, without specific details provided in this snippet.

Key Players & Entities

• Westrock Coffee Co (company) — filer
• February 15, 2024 (date) — date of earliest event reported
• Common Stock (security) — subject of unregistered sales
• Warrants (security) — subject of unregistered sales

FAQ

Key Financial Figures

• $0.01 — red Shares of common stock, par value $0.01 per share WEST The Nasdaq Stock Mar
• $72 million — sold and issued in a private placement $72 million in aggregate principal amount of 5.00%
• $12 — rsion price of the Convertible Notes is $12.84, which corresponds to an initial con
• $1,000 — mately 77.88 shares of Common Stock per $1,000 principal amount of Convertible Notes.
• $15 million — mencing March 29, 2024, to be less than $15 million and (ii) an anti-cash hoarding covenant
• $20 million — iring the Borrower to have no more than $20 million of unrestricted cash on the last day of

Filing Documents

• tm246306d1_8k.htm (8-K) — 50KB
• tm246306d1_ex4-1.htm (EX-4.1) — 158KB
• tm246306d1_ex10-1.htm (EX-10.1) — 1591KB
• tm246306d1_99-1.htm (EX-99.1) — 22KB
• 0001104659-24-024575.txt ( ) — 2414KB
• west-20240215.xsd (EX-101.SCH) — 4KB
• west-20240215_def.xml (EX-101.DEF) — 26KB
• west-20240215_lab.xml (EX-101.LAB) — 37KB
• west-20240215_pre.xml (EX-101.PRE) — 25KB
• tm246306d1_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Convertible Notes due 2029 On February 15, 2024, Westrock Coffee Company, a Delaware corporation (the " Company ") sold and issued in a private placement $72 million in aggregate principal amount of 5.00% convertible senior notes due 2029 (the " Convertible Notes "). The Convertible Notes will be unsecured and senior obligations of the Company and will accrue interest at a rate of 5.00% per annum. Noteholders may convert their Convertible Notes at their option only in the following circumstances: (A) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (B) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (C) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028. The Company will settle conversions by paying or delivering, as applicable, at the Company's election, cash, shares of the Company's common stock (" Common Stock ") or a combination of cash and shares of Common Stock. The Company may not issue more than 19.99% of the issued and outstanding Common Stock immediately prior to the issuance of the Convertible Notes in respect of the conversion of the Convertible Notes. The initial conversion price of the Convertible Notes is $12.84, which corresponds to an initial conversion rate of approximately 77.88 shares of Common Stock per $1,000 principal amount of Convertible Notes. The conversion price and conversion ra

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On February 15, 2024, the Company issued a press release announcing, among other things, an update on its preliminary financial results for the fiscal year ended December 31, 2023. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended (the " Securities Act "), other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

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Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this report under the heading "Convertible Notes due 2029" is incorporated by reference into this

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Item 3.02. The Convertible Notes were sold and issued without registration under the Securities Act in reliance on the exemption provided by Rule 506(b) of Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 4.1 Form of Convertible Note of Westrock Coffee Company, dated February 15, 2024 10.1* Amendment No. 3, dated as of February 15, 2024, among Westrock Beverage Solutions, LLC, as the borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent 99.1 Press Release, dated February 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules have been omitted from this exhibit in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedules to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WESTROCK COFFEE COMPANY By: /s/ Robert P. McKinney Name: Robert P. McKinney Title: Chief Legal Officer Dated: February 15, 2024

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View this 8-K filing on SEC EDGAR