Westrock Coffee Files 8-K with Key Corporate Updates

TL;DR

Westrock Coffee dropped an 8-K on 9/30 detailing material agreements, security holder changes, and votes. Keep an eye on this.

AI Summary

On September 30, 2024, Westrock Coffee Company filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, modifications to security holder rights, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits, indicating ongoing corporate actions and disclosures.

Why It Matters

This filing signals important corporate actions and potential changes affecting Westrock Coffee Company's security holders, requiring attention from investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and modifications to security holder rights, which can introduce or alter risks for investors.

Key Players & Entities

• Westrock Coffee Company (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — red Shares of common stock, par value $0.01 per share WEST The Nasdaq Stock Mar
• $6.74 — ractional part of a share multiplied by $6.74. The Company has fixed the date for the

Filing Documents

• tm2425184d1_8k.htm (8-K) — 40KB
• tm2425184d1_ex10-1.htm (EX-10.1) — 26KB
• 0001104659-24-104339.txt ( ) — 294KB
• west-20240930.xsd (EX-101.SCH) — 3KB
• west-20240930_def.xml (EX-101.DEF) — 26KB
• west-20240930_lab.xml (EX-101.LAB) — 36KB
• west-20240930_pre.xml (EX-101.PRE) — 25KB
• tm2425184d1_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on August 28, 2024, Westrock Coffee Company, a Delaware corporation ("Westrock Coffee" or the "Company"), announced that it had commenced an exchange offer (the "Offer") and consent solicitation (the "Consent Solicitation") relating to its outstanding (i) public warrants to purchase shares of common stock of the Company, par value $0.01 per share (the "common shares"), which warrants trade on The Nasdaq Global Market (the "Nasdaq") under the symbol "WESTW" (the "public warrants"), and (ii) private placement warrants to purchase common shares (the "private placement warrants" and, together with the public warrants, the "warrants"). The Company offered to all holders of the warrants the opportunity to receive 0.290 common shares in exchange for each of the warrants tendered pursuant to the Offer. Concurrently with the Offer, the Company also solicited consents from the holders of each of the public and private placement warrants to amend that certain Warrant Agreement, dated as of August 25, 2022, by and between the Company and Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the "Warrant Agent"), which governs all of the warrants (the "Warrant Agreement"), to permit the Company to require that (x) each public warrant that is outstanding upon the closing of the Offer be exchanged for 0.261 common shares, which is a ratio 10% less than the exchange ratio applicable to the Offer and (y) each private placement warrant that is outstanding upon the closing of the Offer be exchanged for 0.261 common shares, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the "Warrant Amendment"). The Offer and Consent Solicitation expired at 5:00 p.m., Eastern Time on September 26, 2024 (the "Expiration Date"). As of the Expiration Date, (x) 16,676,541 outstanding

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders.

01 of this Current Report on Form 8-K

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders.

01 of this Current Report on Form 8-K

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

01. Other Events

Item 8.01. Other Events. On September 30, 2024, the Company announced that it will exercise its right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that is outstanding following the closing of the Offer for 0.261 common shares per warrant. In lieu of issuing fractional shares, any holder of warrants who would otherwise have been entitled to receive fractional shares will, after aggregating all such fractional shares of such holder, be paid in cash (without interest) in an amount equal to such fractional part of a share multiplied by $6.74. The Company has fixed the date for the Post-Offer Exchange as October 15, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amendment No. 1 to Warrant Agreement, dated September 30, 2024, by and between Westrock Coffee Company, Computershare, Inc. and Computershare Trust Company, N.A. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Cautionary Certain statements in this Current Report that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended from time to time. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on information available to Westrock Coffee as of the date hereof and Westrock Coffee is not under any duty to update any of the forward-looking statements after the date of this communication to conform these statements to actual results. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the management of Westrock Coffee as of the date hereof and are not predictions of actual performance. These forward-looking others, as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of West

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