UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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). |
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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 | |
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