Westrock Coffee Company (NASDAQ: WEST) (“Westrock Coffee” or the
“Company”), a leading integrated coffee, tea, flavors, extracts,
and ingredients solutions provider in the United States, today
announced that it has 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 (“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 purpose of the Offer and Consent Solicitation is to simplify
the Company’s capital structure and increase the number of common
shares available for trading.
Exchange Offer and Consent Solicitation
Relating to Warrants
The Company is offering to all holders of the
warrants the opportunity to receive 0.290 common shares in exchange
for each outstanding warrant tendered by the holder and exchanged
pursuant to the Offer. Pursuant to the Offer, the Company is
offering up to an aggregate of 5,551,792 common shares in exchange
for the warrants.
Concurrently with the Offer, the Company is also
soliciting consents from holders of the warrants to amend the
warrant agreement that governs all of the warrants (the “Warrant
Agreement”) to permit the Company to require that (x) each 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) 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 (such amendments,
the “Warrant Agreement Amendment”). Pursuant to the terms of the
Warrant Agreement, all except certain specified modifications or
amendments require the vote or written consent of holders of 50% of
the then outstanding public warrants and, solely with respect to
any amendment to the terms of the private placement warrants or any
provision of the Warrant Agreement with respect to the private
placement warrants, 50% of the number of then outstanding private
placement warrants. Therefore, if holders of 50% of the outstanding
public warrants consent to the Warrant Agreement Amendment, the
Warrant Agreement Amendment will be adopted with respect to the
public warrants, regardless of the percentage of private placement
warrants that consent to the Warrant Agreement Amendment.
Similarly, if holders of 50% of the outstanding private placement
warrants consent to the Warrant Agreement Amendment, the Warrant
Agreement Amendment will be adopted with respect to the private
placement warrants, regardless of the percentage of public warrants
that consent to the Warrant Agreement Amendment.
Parties representing approximately 48.8% of the
outstanding public warrants and 95.0% of the outstanding private
placement warrants have agreed to tender their public warrants and
private placement warrants (as applicable) in the Offer and to
consent to the Warrant Agreement Amendment in the Consent
Solicitation pursuant to a tender and support agreement.
Accordingly, if holders of an additional approximately 1.2% of the
outstanding public warrants consent to the Warrant Agreement
Amendment, and the other conditions described in the
Prospectus/Offer to Exchange (as defined below) are satisfied or
waived, then the Warrant Agreement Amendment will be adopted with
respect to the public warrants. With respect to the private
placement warrants, because holders of approximately 95.0% of the
outstanding private placement warrants have agreed to consent to
the Warrant Agreement Amendment, if the other conditions described
in the Prospectus/Offer to Exchange (as defined below) are
satisfied or waived, then the Warrant Agreement Amendment will be
adopted with respect to the private placement warrants. The
offering period will continue until 5:00 p.m., Eastern Time, on
September 26, 2024, or such later time and date to which the
Company may extend (the “Expiration Date”), as described in the
Company’s Schedule TO and Prospectus/Offer to Exchange (each as
defined below). Tendered warrants may be withdrawn by holders at
any time prior to the Expiration Date.
The Offer and Consent Solicitation are being made pursuant
to a prospectus/offer to exchange, dated August 28, 2024 (the
“Prospectus/Offer to Exchange”), and Schedule TO, dated August 28,
2024 (the “Schedule TO”), each of which have been filed with the
U.S. Securities and Exchange Commission (the “SEC”) and more fully
set forth the terms and conditions of the Offer and Consent
Solicitation.
The Company’s common shares and public warrants
are listed on The Nasdaq Global Market under the symbols “WEST” and
“WESTW,” respectively. As of August 23, 2024, there were
(i) 88,446,150 common shares issued and outstanding,
(ii) 23,510,527 shares of Series A Convertible Preferred
Stock issued and outstanding and (iii) a total of 17,118,063
public warrants and 2,026,046 private placement warrants
outstanding. Assuming all warrant holders tender their warrants for
exchange in the Offer, the Company would expect to issue up to
5,551,792 common shares, resulting in approximately 93,997,942
common shares outstanding (an increase of approximately 6%), and no
public or private placement warrants outstanding.
The Company has engaged Stifel,
Nicolaus & Company, Incorporated to act as the dealer
manager for the Offer and Consent Solicitation (the “Dealer
Manager”). Any questions or requests for assistance concerning the
Offer and Consent Solicitation may be directed to Stifel,
Nicolaus & Company, Incorporated at:
Stifel, Nicolaus &
Company, Incorporated787 7th Ave., 4th
FloorNew York, New York 10019
D.F. King & Co., Inc. has been
appointed as the information agent for the Offer and Consent
Solicitation (the “Information Agent”), and Computershare Inc. and
its affiliate, Computershare Trust Company, N.A, have been
appointed as the exchange agent (the “Exchange Agent”).
Important Additional Information Has
Been Filed with the SEC
Copies of the Schedule TO and Prospectus/Offer
to Exchange will be available free of charge at the website of the
SEC at www.sec.gov. Requests for documents may also be directed to
the Information Agent at (800) 829-6554 (for warrant holders) or
(212) 256-9086 (for banks and brokers) or via the following email
address: WESTW@dfking.com. A registration statement on
Form S-4 relating to the securities to be issued in the Offer
has been filed with the SEC but has not yet become effective. Such
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes
effective.
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a
solicitation of an offer to sell the warrants or an offer to sell
or a solicitation of an offer to buy any common shares in any state
in which such offer, solicitation, or sale would be unlawful before
registration or qualification under the laws of any such state. The
Offer and Consent Solicitation are being made only through the
Schedule TO and Prospectus/Offer to Exchange, and the complete
terms and conditions of the Offer and Consent Solicitation are set
forth in the Schedule TO and Prospectus/Offer to Exchange.
Holders of the warrants are urged to read the
Schedule TO and Prospectus/Offer to Exchange carefully before
making any decision with respect to the Offer and Consent
Solicitation because they contain important information, including
the various terms of, and conditions to, the Offer and Consent
Solicitation.
None of the Company, any of its management or
its board of directors (or any committee thereof), or the
Information Agent, the Exchange Agent, or the Dealer Manager makes
any recommendation as to whether or not holders of warrants should
tender warrants for exchange in the Offer or consent to the Warrant
Agreement Amendment in the Consent Solicitation.
About Westrock Coffee
Westrock Coffee is a leading integrated coffee,
tea, flavors, extracts, and ingredients solutions provider in the
United States, providing coffee sourcing, supply chain management,
product development, roasting, packaging, and distribution services
to the retail, food service and restaurant, convenience store and
travel center, non-commercial account, CPG, and hospitality
industries around the world. With offices in 10 countries, the
company sources coffee and tea from numerous countries of
origin.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements in this press release that
are not historical facts are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as
amended from time to time, including statements regarding the
expected timing of the Offer and Consent Solicitation.
Forward-looking statements generally are accompanied by words such
as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters, but the absence of
these words does not mean that a statement is not forward-looking.
These statements are based on information available to Westrock
Coffee as of the date hereof and Westrock Coffee is not under any
duty to update any of the forward-looking statements after the date
of this communication to conform these statements to actual
results. These statements are based on various assumptions, whether
or not identified in this communication, and on the current
expectations of the management of Westrock Coffee as of the date
hereof and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and should not be relied on
by an investor, or others, as a guarantee, an assurance, a
prediction, or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of Westrock Coffee. These
forward-looking statements are subject to a number of risks and
uncertainties, including, but not limited to, changes in domestic
and foreign business, market, financial, political, and legal
conditions; risks relating to the uncertainty of the projected
financial information with respect to Westrock Coffee; risks
related to the rollout of Westrock Coffee’s business and the timing
of expected business milestones; the effects of competition on
Westrock Coffee’s business; the ability of Westrock Coffee to issue
equity or equity-linked securities or obtain debt financing in the
future; the risk that Westrock Coffee fails to fully realize the
potential benefits of acquisitions or joint ventures or has
difficulty successfully integrating acquired companies; Westrock
Coffee’s inability to successfully build out operations and
commercialize customers within the anticipated time frame following
the recent opening of its new facility in Conway, Arkansas or
incurring additional expenses in the process; the loss of
significant customers or delays in bringing their products to
market; and those factors discussed in the section titled “Risk
Factors” in the Company’s Registration Statement on Form S-4,
filed August 28, 2024 and other documents Westrock Coffee has
filed, or will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Westrock Coffee does not presently know, or that Westrock Coffee
currently believes are immaterial, that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, the forward-looking statements reflect
Westrock Coffee’s expectations, plans, or forecasts of future
events and views as of the date of this communication. Westrock
Coffee anticipates that subsequent events and developments will
cause Westrock Coffee’s assessments to change. However, while
Westrock Coffee may elect to update these forward-looking
statements at some point in the future, Westrock Coffee
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as a
representation of Westrock Coffee’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Contacts
Media:Westrock Coffee:
PR@westrockcoffee.com
Investor Contact:Westrock Coffee:
IR@westrockcoffee.com
Westrock Coffee (NASDAQ:WEST)
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