Westrock Coffee Co
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
Contents
Significant Developments
New Credit Agreement
On October 21, 2026, the Company entered into a credit agreement (the “New Credit Agreement”) among Westrock Beverage Solutions, LLC, as the borrower, the Company, as holdings, Coöperatieve Rabobank U.A., New York Branch, as administrative agent, as collateral agent, and as swingline lender, and each issuing bank and lender party thereto. The New Credit Agreement includes a senior secured first lien revolving credit facility in an initial aggregate principal amount of $300.0 million (the “New Revolving Credit Facility”) and a senior secured first lien term loan facility in an initial aggregate principal amount of $300.0 million (the “New Term Loan Facility”). All obligations under the New Credit Agreement are guaranteed by the Company and each of the Westrock Beverage Solutions, LLC material wholly-
owned domestic subsidiaries (the “Subsidiary Guarantors”) and are secured by substantially all of the assets of the Company, Westrock Beverage Solutions, LLC, and the Subsidiary Guarantors, in each case subject to certain exceptions. The New Revolving Credit Facility and the New Term Loan Facility will mature on October 21, 2031 (subject to a springing maturity in certain circumstances).
The proceeds from the New Revolving Credit Facility and the New Term Loan Facility were used to repay indebtedness under the Company’s existing Credit Agreement, dated August 29, 2022 (see Note 10), to fund transaction costs and cash payments in connection with the transactions involving the Company’s 5.00% convertible senior notes due 2029 (“2029 Convertible Notes”) described below, and will be used for general corporate purposes.
The New Credit Agreement contains two financial covenants requiring (i) maintenance of a secured net leverage ratio not to exceed 4.50 to 1.00 for test periods ending on or prior to June 30, 2027, with step-downs to 4.25 to 1.00 for test periods ending after June 30, 2027 and on or prior to June 30, 2028 and to 4.00 to 1.00 for test periods ending thereafter (subject to the right to make up to two step-up elections following a specified Permitted Acquisition (as defined in the New Credit Agreement) to temporarily increase the maximum secured net leverage ratio by 0.50x, capped at 4.50 to 1.00, from the date of such Permitted Acquisition until (and including) the last day of the fourth consecutive fiscal quarter immediately following the consummation of such Permitted Acquisition), and (ii) maintenance of a fixed charge coverage ratio of not less than 1.20 to 1.00 (the “New Financial Covenants”). The New Financial Covenants will be tested on a quarterly basis commencing with the fiscal quarter ending on December 31, 2026.
Convertible Notes Transactions
On October 21, 2026, in connection with the Company’s entry into the New Credit Agreement, the Company repurchased and cancelled $40.0 million in aggregate principal amount of the 2029 Convertible Notes for aggregate cash consideration of approximately $20.7 million and 2,391,030 shares of common stock, par value $0.01 per share (“Common Shares”) pursuant to definitive agreements entered into between the Company and certain holders of such 2029 Convertible Notes on October 19, 2026.
Effective on October 21, 2026, in connection with the Company’s entry into the New Credit Agreement, the Company amended and restated $32 million in aggregate principal amount of the 2029 Convertible Notes (as so amended and restated, the “2032 Convertible Notes”) pursuant to definitive agreements entered into between the Company and certain holders of such 2029 Convertible Notes on October 20, 2026. The 2032 Convertible Notes will accrue interest on and after October 21, 2026, at a rate of 6.00% per annum and mature on January 31, 2032. The Company may, at its option, redeem the 2032 Convertible Notes in whole or in part if the closing price of its Common Shares, has been at least $14.25 (adjusted to take into account any stock split, reverse stock split, stock dividend, combination or similar recapitalization affecting the Common Shares) for at least 120 consecutive trading days. Following the Company’s delivery of an optional redemption notice, noteholders may elect to convert their 2032 Convertible Notes. The initial conversion price for the 2032 Convertible Notes was reduced from $12.84 to $9.50 per share, which corresponds to an initial conversion rate of approximately 105.26 Common Shares per $1,000 principal amount. The terms of the 2032 Convertible Notes are otherwise substantially similar to the terms of the 2029 Convertible Notes.
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