Westrock Coffee Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01.Entry Into a Material Definitive Agreement.
Convertible Notes due 2031
On November 4, 2025, Westrock Coffee Company, a Delaware corporation (the “Company”) sold and issued in a private placement $30 million in aggregate principal amount of 5.00% convertible senior notes due 2031 (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 May 4, 2026, and prior to the close of business on the trading day immediately preceding August 15, 2030, 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, 2030, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2031, 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, 2030.
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 initial conversion price of the Convertible Notes is $5.25, which corresponds to an initial conversion rate of approximately 190.48 shares of Common Stock per $1,000 principal amount of Convertible Notes. At this initial conversion price, the Convertible Notes are convertible into approximately 5.7 million shares of Common Stock. The conversion price and conversion rate are subject to customary adjustments, provided that 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 Convertible Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The Convertible Notes contain customary terms regarding events of default. If any event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, then each noteholder may, by written notice to the Company, declare the principal amount of, and all accrued and unpaid interest on, such noteholder’s Convertible Notes to become due and payable immediately. If an event of default involving certain events of bankruptcy, insolvency or reorganization occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person.
The purchasers of the Convertible Notes include, among others, HF Direct Investments Pool, LLC (a holder of more than 10% of the outstanding Common Stock), Jeffrey H. Fox Revocable Trust (an affiliate of Jeffrey H. Fox, a member of the board of directors of the Company (the “Board”)), and an affiliate of The Stephens Group, LLC (a holder of more than 5% of the outstanding Common Stock).
The final terms for the offer and sale of the Convertible Notes was authorized and approved by a pricing committee of the Board, composed solely of disinterested directors, including to the extent applicable, for purposes of the Company’s Related Party Transactions Policy. For additional information about the Company’s related parties and transactions with related parties, see the section of the Company’s definitive proxy statement for the Company’s 2025 annual meeting of stockholders titled “Relationships and Certain Related Transactions”, which is incorporated herein by reference.
A copy of the form of Convertible Note is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Convertible Notes does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Credit Agreement Amendment
On November 4, 2025, Westrock Beverage Solutions, LLC (the “Borrower”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, entered into Amendment No. 5 (the “Amendment”) among the Borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (the “Administrative Agent”), to the Credit Agreement dated as of August 29, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the effectiveness of the Amendment, the “Existing Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”), among the Borrower, the Company, Wells Fargo Bank, N.A., as administrative agent, as collateral agent and as swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, the issuing banks party thereto from time to time and the lenders party thereto from time to time.
The Amendment modified the existing covenant relief period (the “Covenant Relief Period”), which commenced on June 30, 2023, and will end on the earlier to occur of (i) October 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions.
During the Covenant Relief Period, the Borrower’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments is more limited. The Amendment will permit the Borrower to issue convertible notes, including the Convertible Notes.
The Amendment modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period to increase the maximum secured net leverage ratio to (a) 5.50x for the test period ending December 31, 2025, (b) 5.25x for the test period ending March 31, 2026, (c) 5.00x for the test period ending June 30, 2026, (d) 4.50x for the test period ending September 30, 2026 and (e) 4.00x for the test period ending December 31, 2026. In addition, the Amendment lowered the interest coverage ratio that the Company must comply with to permit the interest coverage ratio as of the last day of any test period to be less than (a) on and prior to December 31, 2025, 1.50x, (b) on January 1, 2026 and on or prior to September 30, 2026, 1.75x and (z) on October 1, 2026 and thereafter, 2.00x.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this current report as Exhibit 10.1 and is incorporated herein by reference.
Item 2.02.Results of Operations and Financial Condition.
On November 6, 2025, the Company issued a press release announcing its financial results for the third quarter ended September 30, 2025. The third quarter 2025 earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Item 2.03.Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 1.01 is incorporated by reference into this Item 2.03.
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 2031” is incorporated by reference into this Item 3.02.
The Convertible Notes were sold and issued without registration under the Securities Act in reliance on the exemption from registration under the Securities Act 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.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
4.1 | Form of Convertible Note of Westrock Coffee Company, dated November 4, 2025 | |
10.1 | ||
99.1* | Westrock Coffee Company Press Release, dated November 6, 2025 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
* Furnished, not filed
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 | |||
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By: | /s/ Robert P. McKinney | ||
| Name: | Robert P. McKinney | |
| Title: | Chief Legal Officer and Corporate Secretary | |
Dated: November 6, 2025