false 0001806347 Westrock Coffee Company 0001806347 2024-09-27 2024-09-27 0001806347 us-gaap:CommonStockMember 2024-09-27 2024-09-27 0001806347 us-gaap:WarrantMember 2024-09-27 2024-09-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 27, 2024

 

Westrock Coffee Company

(Exact name of Registrant as specified in its charter)

 

Delaware   001-41485   80-0977200
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

4009 N. Rodney Parham Road, 4th Floor

Little Rock, AR 72212

(Address of principal executive offices, including zip code)

 

(501) 918-9358

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)		   Name of each exchange on
which registered
Shares of common stock, par value $0.01 per share   WEST   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock, par value $0.01 per share   WESTW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230A05 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01. Other Events.

 

As previously disclosed, on August 28, 2024, Westrock Coffee Company, a Delaware corporation (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 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, which governs all of the warrants, to permit the Company to require that each 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.

 

On September 27, 2024, the Company issued a press release announcing the results of the Offer and Consent Solicitation. A copy of the press release is attached as Exhibit 99.1. The Company has accepted all warrants validly tendered in the Offer and expects settlement to occur on or about September 30, 2024.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release, dated September 27, 2024 (incorporated by reference to Exhibit (a)(5)(B) to Westrock Coffee Company’s Amendment No. 3 to the Tender Offer Statement on Schedule TO, filed with the SEC on September 27, 2024).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

-2-

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 27, 2024

 

  WESTROCK COFFEE COMPANY
   
  By: /s/ Robert P. McKinney
  Name: Robert P. McKinney
  Title: Chief Legal Officer and Corporate Secretary

 

-3-

 

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Sep. 27, 2024
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Document Period End Date Sep. 27, 2024
Entity File Number 001-41485
Entity Registrant Name Westrock Coffee Company
Entity Central Index Key 0001806347
Entity Tax Identification Number 80-0977200
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4009 N. Rodney Parham Road
Entity Address, Address Line Two 4th Floor
Entity Address, City or Town Little Rock
Entity Address, State or Province AR
Entity Address, Postal Zip Code 72212
City Area Code 501
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Pre-commencement Issuer Tender Offer false
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Document Information [Line Items]  
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Trading Symbol WEST
Security Exchange Name NASDAQ
Warrant [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of common stock, par value $0.01 per share
Trading Symbol WESTW
Security Exchange Name NASDAQ
Westrock Coffee (NASDAQ:WESTW)
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