UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
WESTROCK COFFEE COMPANY
(Name of Subject Company and Filing Person (Issuer))
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Warrants to Acquire Shares of
Common Stock
(Title of Class of Securities)
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96145W111 and 96145W129
(CUSIP Number of Class of Securities)
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Robert P. McKinney
4009 N. Rodney Parham Rd.
4th Floor
Little Rock, Arkansas 72212
Telephone: (501) 918-9358
4009 N. Rodney Parham Rd.
4th Floor
Little Rock, Arkansas 72212
Telephone: (501) 918-9358
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
☐
Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐
third-party tender offer subject to Rule 14d-1.
☒
issuer tender offer subject to Rule 13e-4.
☐
going-private transaction subject to Rule 13e-3.
☐
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Westrock Coffee Company, a Delaware corporation (the “Company,” “us,” or “we”). This Schedule TO relates to an offer by the Company to all holders of the Company’s warrants, including the public warrants and the private placement warrants to purchase shares of the Company’s common stock, par value $0.01 per share (“common shares”), to receive 0.290 common shares in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is made upon and subject to the terms and conditions set forth in the prospectus/offer to exchange, dated August 28, 2024 (as it may be amended and supplemented from time to time, the “Prospectus/Offer to Exchange”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related letter of transmittal and consent (as it may be amended and supplemented from time to time, the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B).
Concurrently with the Offer, we are also soliciting consents (the “Consent Solicitation”) from holders of the warrants to amend (the “Warrant Amendment”) that certain amended and restated 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 Agreement”), to permit the Company to require that each (x) 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) that 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.
Pursuant to the terms of the Warrant Agreement, the proposed Warrant Amendment requires the vote or written consent of holders of 50% of the outstanding public warrants to be adopted with respect to the public warrants and 50% of the number of the outstanding private placement warrants to be adopted with respect to the private placement warrants.
The information in the Prospectus/Offer to Exchange and in the related Letter of Transmittal, including all schedules and exhibits thereto, is incorporated by reference herein to answer the items required in this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the section of the Prospectus/Offer to Exchange entitled “Summary” is incorporated herein by reference.
Item 2. Subject Company Information.
(a)
Name and Address. The name of the issuer is Westrock Coffee Company. The Company’s principal executive offices are located at 4009 N. Rodney Parham Road, 4th Floor, Little Rock, Arkansas 72212, and our telephone number is (501) 918-9358.
(b)
Securities. The subject securities were issued by the Company in connection with the closing of its de-SPAC merger transaction on August 26, 2022. Each warrant entitles the holder to purchase one common share at a price of $11.50 per share, subject to adjustment. The public warrants are quoted on the Nasdaq under the symbol “WESTW.” As of August 27, 2024, 17,118,063 public warrants and 2,026,046 private placement warrants, respectively, were outstanding. Pursuant to the Offer, we are offering up to an aggregate of 5,551,792 common shares in exchange for all of our outstanding warrants.
(c)
Trading Market and Price. The information set forth in the section of the Prospectus/Offer to Exchange titled “Market Information, Dividends and Related Stockholder Matters” is incorporated herein by reference.
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Item 3. Identity and Background of Filing Person.
(a)
Name and Address. The Company is the filing person and the issuer. The information set forth above under Item 2(a) is incorporated herein by reference. The Company’s executive officers and directors as of August 28, 2024 are listed in the table below.
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Name
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Age
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Position
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| Scott T. Ford | | |
62
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| | Chief Executive Officer and Director | |
| T. Christopher Pledger | | |
51
|
| | Chief Financial Officer | |
| William A. Ford | | |
30
|
| | Group President — Operations of WBS | |
| Robert P. McKinney | | |
60
|
| | Chief Legal Officer and Corporate Secretary | |
| Blake Schuhmacher | | |
46
|
| | Chief Accounting Officer | |
| Joe T. Ford | | |
87
|
| | Chairman of the Board, Director | |
| R. Patrick Kruczek | | |
59
|
| | Director | |
| Hugh McColl, III | | |
64
|
| | Director | |
| R. Brad Martin | | |
72
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| | Director | |
| Mark Edmunds | | |
67
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| | Director | |
| Josie C. Natori | | |
77
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| | Director | |
| Leslie Starr | | |
63
|
| | Director | |
| Oluwatoyin Umesiri | | |
42
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| | Director | |
| Jeffrey H. Fox | | |
62
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| | Director | |
The information set forth in the section of the Prospectus/Offer to Exchange titled “The Offer and Consent Solicitation — Interests of Directors, Executive Officers, and Others” is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)
Material Terms. The information set forth in the sections of the Prospectus/Offer to Exchange titled “Summary” and “The Offer and Consent Solicitation” is incorporated herein by reference.
(b)
Purchases. The information set forth in the section of the Prospectus/Offer to Exchange titled “The Offer and Consent Solicitation — Interests of Directors, Executive Officers, and Others” is incorporated herein by reference.
Item 5. Past Contracts, Transactions, Negotiations, and Agreements.
(a)
Agreements Involving the Subject Company’s Securities. The information set forth in the sections of the Prospectus/Offer to Exchange titled “Market Information, Dividends, and Related Stockholder Matters — Transactions and Agreements Concerning Our Securities” and “Description of Securities” is incorporated herein by reference. The information set forth in the section titled “Certain Relationships and Related Transactions, and Director Independence” in Part III, Item 13 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, incorporated by reference into the Prospectus/Offer to Exchange, is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a)
Purposes. The information set forth in the section of the Prospectus/Offer to Exchange titled “The Offer and Consent Solicitation — Background and Purpose of the Offer and Consent Solicitation” is incorporated herein by reference.
(b)
Use of Securities Acquired. The information set forth in the section of the Prospectus/Offer to Exchange titled “The Offer and Consent Solicitation — Background and Purpose of the Offer and Consent Solicitation” is incorporated herein by reference.
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(c)
Plans. Except as described above and in the sections of the Prospectus/Offer to Exchange titled “Risk Factors” and “The Offer and Consent Solicitation,” which are incorporated herein by reference, neither the Company, nor any of its directors, executive officers, or controlling persons, or any executive officers, directors, managers, or partners of its controlling persons, has any plans, proposals, or negotiations that relate to or would result in: (1) any extraordinary transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; (2) any purchase, sale, or transfer of a material amount of assets of the Company or any of its subsidiaries; (3) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company; (4) any change in the present board of directors or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer; (5) any other material change in the Company’s corporate structure or business; (6) any class of equity securities of the Company to be delisted from The Nasdaq Global Market; (7) any class of equity securities of the Company becoming eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (8) the suspension of the Company’s obligation to file reports under Section 15(d) of the Exchange Act; (9) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or (10) any changes in the Company’s charter, bylaws, or other governing instruments or other actions that could impede the acquisition of control of the Company.
Item 7. Source and Amount of Funds or Other Consideration.
(a)
Source of Funds. The information set forth in the section of the Prospectus/Offer to Exchange titled “Market Information, Dividends, and Related Stockholder Matters — Source and Amount of Funds” is incorporated herein by reference.
(b)
Conditions. Not applicable.
(c)
Borrowed Funds. Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a)
Securities Ownership. The information set forth in the section of the Prospectus/Offer to Exchange titled “The Offer and Consent Solicitation — Interests of Directors, Executive Officers, and Others” is incorporated herein by reference.
(b)
Securities Transactions. Except as set forth in the section of the Prospectus/Offer to Exchange titled “Market Information, Dividends, and Related Stockholder Matters — Transactions and Agreements Concerning Our Securities,” which is incorporated herein by reference, neither the Company, nor any of its directors, executive officers, or controlling persons, or any executive officers, directors, managers, or partners of any of its controlling persons, has engaged in any transactions in the Company’s warrants in the last 60 days.
Item 9. Persons/Assets, Retained, Employed, Compensated, or Used.
(a)
Solicitations or Recommendations. The information set forth in the section of the Prospectus/Offer to Exchange titled “Market Information, Dividends, and Related Stockholder Matters — Fees and Expenses” is incorporated herein by reference. None of the Company, its management, its board of directors, or the dealer manager, the information agent, or the exchange agent for the Offer is making any recommendation as to whether holders of warrants should tender warrants for exchange in the Offer.
Item 10. Financial Statements.
(a)
Financial Information. The financial statements and other financial information of the Company included in the Prospectus/Offer to Exchange are incorporated herein by reference. The full text of such financial statements and other financial information, as well as the other documents the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) prior to, or will
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file with the SEC subsequent to, the filing of this Schedule TO relating to the Offer are available for inspection and copying from the SEC’s website at www.sec.gov.
(b)
Pro Forma Information. Not applicable.
Item 11. Additional Information.
(a)
Agreements, Regulatory Requirements, and Legal Proceedings.
(1)
The information set forth in the sections of the Prospectus/Offer to Exchange titled “The Offer and Consent Solicitation — Agreements, Regulatory Requirements, and Legal Proceedings” is incorporated herein by reference. The information set forth in the section titled “Certain Relationships and Related Person Transactions, and Director Independence” in Part III, Item 13 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, incorporated by reference into the Prospectus/Offer to Exchange, is incorporated herein by reference.
(2)
The information set forth in the section of the Prospectus/Offer to Exchange titled “The Offer and Consent Solicitation — Agreements, Regulatory Requirements, and Legal Proceedings” is incorporated herein by reference.
(3)
Not applicable.
(4)
Not applicable.
(5)
None.
(b)
Other Material Information. Not applicable.
Item 12. Exhibits.
(a)
Exhibits.
4
5
6
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Exhibit No.
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Description
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| | (e) | | | Not applicable. | |
| | (f) | | | Not applicable. | |
| | (g) | | | Not applicable. | |
| | (h) | | | Tax Opinion of Wachtell, Lipton, Rosen & Katz (incorporated by reference to Exhibit 8.1 to Westrock Coffee Company’s Registration Statement on Form S-4, filed with the SEC on August 28, 2024). | |
(b)
Filing Fee Table.
Item 13. Information Required By Schedule 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
WESTROCK COFFEE COMPANY
By:
/s/ T. Christopher Pledger
Name:
T. Christopher Pledger
Title:
Chief Financial Officer
Dated: August 28, 2024
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EX-FILINGFEES
Calculation of Filing Fee Table
SC TO-I
(Form Type)
Westrock Coffee Company
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
| Transaction Valuation | Fee rate | Amount of Filing Fee | ||||||||||
| Fees to Be Paid | $ | 23,738,695.16 | (1) | $ | 0.00014760 | $ | 3,503.84 | (2) | ||||
| Fees Previously Paid | ||||||||||||
| Total Transaction Valuation | $ | 23,738,695.16 | ||||||||||
| Total Fees Due for Filing | $ | 3,503.84 | ||||||||||
| Total Fees Previously Paid | ||||||||||||
| Total Fee Offsets | $ | 3,503.84 | (3) | |||||||||
| Net Fee Due | $ | 0.00 | ||||||||||
| (1) | The transaction valuation is estimated solely for purposes of calculating the amount of the filing fee. Westrock Coffee Company (the “Company”) is offering holders of a total of 19,144,109 aggregate public warrants and private warrants to purchase shares of the Company’s common stock, par value $0.01 per share (“common stock”), outstanding as of August 27, 2024, the opportunity to exchange such warrants and receive 0.290 of a share of common stock for each warrant that is validly tendered. The transaction value was determined by using the average of the high and low prices of the public warrants as reported on The Nasdaq Global Market on August 27, 2024, which was $1.24 per warrant. |
| (2) | The amount of the filing fee assumes that all outstanding warrants of the Company will be exchanged. |
| (3) | The Company previously paid $6,907.92 upon the initial filing of its Registration Statement on Form S-4 on August 28, 2024 in connection with the transaction reported hereby. |
Table 2: Fee Offset Claims and Sources
| Registrant
or Filer Name |
Form
or Filing Type |
File Number | Initial
Filing Date |
Filing Date | Fee
Offset Claimed |
Fee
Paid with Fee Offset Source |
|||||||||||
| Fee Offset Claims | Westrock Coffee Company | S-4 | 333-281807 | August 28, 2024 | $ | 3,503.84 | (3) | ||||||||||
| Fee Offset Sources | Westrock Coffee Company | S-4 | 333-281807 | August 28, 2024 | $ | 6,907.92 | (3) | ||||||||||