Westrock Coffee closes $600M beverage refinancing
The new facilities provide approximately $270 million of liquidity at closing and lower scheduled term-loan amortization.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Westrock Coffee Co (WEST) refinanced its Beverage Solutions segment through a $600 million senior secured first-lien credit agreement, with wholly owned subsidiary Westrock Beverage Solutions, LLC as borrower. It comprises a $300 million term loan and a $300 million revolving facility, maturing October 21, 2031, subject to a springing maturity. Proceeds repaid prior-facility debt, funded transaction costs and note-related cash payments, and will support general corporate purposes.
At closing, the facilities provided approximately $270 million of liquidity: $40 million in unrestricted cash and $230 million in undrawn revolver commitments. Scheduled term-loan amortization is 2.5% in Year 1 and 5.0% in Years 2–4, versus 10.0% under the prior facility; required principal payments are approximately $15 million lower over the next four quarters.
Westrock also repurchased and cancelled $40 million in principal of 2029 notes for approximately $21 million cash and 2,391,030 shares, and amended $32 million in principal into 2032 notes bearing 6.00% interest and maturing January 31, 2032. The conversion price fell from $12.84 to $9.50 per share. Westrock may redeem the 2032 notes if its closing share price is at least $14.25 for at least 120 consecutive trading days.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointClosing liquidity was approximately $270 million.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Amortization falls to 2.5% in Year 1 from 10.0% under the prior facility.
Negative
- None.
Insights
Analyzing...
8-K Event Classification
Key Figures
Key Terms
Term SOFR Rate financial
ABR financial
secured net leverage ratio financial
fixed charge coverage ratio financial
springing maturity financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How large is WEST's new credit facility, and how much liquidity did it provide?
What did WEST pay and issue to repurchase its 2029 notes?
What are the interest, maturity, and redemption terms of WEST's 2032 notes?
What financial covenants apply to WEST's new credit agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 21, 2026
(
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Credit Agreement
On October 21, 2026, Westrock Coffee Company, a Delaware corporation (the “Company”), entered into a credit agreement (the “Credit Agreement”) among Westrock Beverage Solutions, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, as the borrower (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 Credit Agreement includes a senior secured first lien revolving credit facility in an initial aggregate principal amount of $300 million (the “Revolving Credit Facility”) and a senior secured first lien term loan facility in an initial aggregate principal amount of $300 million (the “Term Loan Facility”). All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s material wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”) and are secured by substantially all of the assets of the Company, the Borrower, and the Subsidiary Guarantors, in each case subject to certain exceptions. The Revolving Credit Facility and the Term Loan Facility will mature on October 21, 2031 (subject to a springing maturity in certain circumstances).
The proceeds from the Revolving Credit Facility and the Term Loan Facility were used to repay indebtedness under the Borrower’s credit agreement, dated August 29, 2022 (as previously amended, the “Prior Credit Agreement”), among the Borrower, the Company, Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto, and to fund transaction costs and cash payments in connection with the transactions involving the Company’s 5.00% convertible senior notes due 2029 (the “2029 Convertible Notes”) described below, and will be used for general corporate purposes.
Borrowings under the Revolving Credit Facility and the Term Loan Facility will bear interest, at the Borrower’s option, at an annual rate equal to the Term SOFR Rate (as defined in the Credit Agreement) for the applicable interest period plus the applicable margin or the ABR (as defined in the Credit Agreement) plus the applicable margin. The applicable margin for the Revolving Credit Facility and the Term Loan Facility ranges from 2.50% to 4.00% for Term SOFR Rate loans and from 1.50% to 3.00% for ABR loans, in each case depending on the secured net leverage ratio, with an initial rate of 3.50% per annum for Term SOFR Rate loans and 2.50% per annum for ABR. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility range from 0.25% to 0.40% depending on the secured net leverage ratio, with an initial rate of 0.35% per annum.
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The negative covenants include limitations on the Borrower and its subsidiaries with respect to, among other things, indebtedness; liens; investments, loans, and advances; mergers, consolidations, sales of assets, and acquisitions; restricted payments; junior debt restricted payments; and restrictions on subsidiary distributions and negative pledge clauses. The Company is also subject to a negative covenant placing limitations on its assets, its liabilities and the activities and business in which it may engage.
The 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 Borrower’s right to make up to two step-up elections following a specified Permitted Acquisition (as defined in the 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 “Financial Covenants”). The Financial Covenants will be tested on a quarterly basis commencing with the fiscal quarter ending on December 31, 2026.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
2032 Convertible Notes
As previously disclosed, on February 15, 2024, the Company sold and issued in a private placement $72 million in aggregate principal amount of the 2029 Convertible Notes.
Effective on October 21, 2026, upon the Company’s entry into the 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” and such transactions, the “2032 Convertible Note Transactions”) 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 stock, par value $0.01 per share (the “Common Stock”), 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 Stock) 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 shares of Common Stock per $1,000 principal amount. The terms of the 2032 Convertible Notes are otherwise substantially similar to the terms of the 2029 Convertible Notes.
The foregoing description of the 2032 Convertible Notes does not purport to be complete and is qualified in its entirety by reference to the form of the 2032 Convertible Note, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The 2032 Convertible Note Transactions and the Repurchase Transactions (as defined below) were authorized and approved by a committee of the Board of Directors of the Company comprised 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 2026 annual meeting of stockholders titled “Relationships and Certain Related Transactions”, which is incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
Prior Credit Agreement
Concurrently with entering into the Credit Agreement, the Borrower repaid all outstanding obligations and terminated all commitments, including the revolving credit facility and the term loan facility, under the Prior Credit Agreement and terminated the Prior Credit Agreement.
Repurchase Transactions
Effective on October 21, 2026, upon the Company’s entry into the Credit Agreement, the Company also repurchased and cancelled (the “Repurchase Transactions”) $40 million in aggregate principal amount of the 2029 Convertible Notes for aggregate cash consideration of approximately $21 million and 2,391,030 shares of Common Stock pursuant to definitive agreements entered into between the Company and certain holders of such 2029 Convertible Notes on October 19, 2026.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this report under the heading “Credit Agreement” and “2032 Convertible Notes” 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 “2032 Convertible Notes” and in Item 1.02 under “Repurchase Transactions” is incorporated by reference into this Item 3.02.
The 2032 Convertible Notes and the Common Stock issued in the Repurchase Transactions were sold and issued without registration under the Securities Act of 1933, as amended (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 8.01. | Other Events. |
On October 21, 2026, the Company issued a press release announcing the closing of the Credit Agreement, the 2032 Convertible Notes Transactions, and the Repurchase Transactions. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) Exhibits. |
| Exhibit No. | Description of Exhibit | |
| 4.1 | Form of 2032 Convertible Note of Westrock Coffee Company, dated as of February 15, 2024, and amended and restated as of October 21, 2026 | |
| 10.1* | Credit Agreement, dated as of October 21, 2026, among Westrock Beverage Solutions, LLC, as the borrower, Westrock Coffee 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 | |
| 99.1 | Press Release, dated as of October 21, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules have been omitted from this exhibit in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedules to the Securities and Exchange Commission upon request.
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 | |||
| By: | /s/ L. Keith Harvey | ||
| Name: | L. Keith Harvey | ||
| Title: | Senior Vice President - Chief Legal Officer and Corporate Secretary | ||
Dated: October 21, 2026
Exhibit 99.1
Westrock Coffee Completes Upsized $600 Million Five-Year Credit Facility Refinancing
New facilities provide approximately $270 million of liquidity at closing; oversubscribed syndication allowed the facilities to be upsized
Transaction Highlights
| · | Upsized facility: $600 million of new senior secured first lien credit facilities for Westrock Coffee’s Beverage Solutions segment, consisting of a $300 million term loan and a $300 million revolver, replacing Westrock Coffee’s existing $425 million Beverage Solutions credit facilities, increasing total commitments by $175 million |
| · | Five-year term: New five-year credit facilities mature in October 2031; $40 million of 2029 convertible notes repurchased and the remaining $32 million due January 2032 |
| · | Enhanced liquidity: Approximately $270 million of liquidity at closing, consisting of $40 million of unrestricted cash and $230 million of undrawn revolver commitments |
| · | Improved debt service profile: Reduces scheduled term loan amortization from 10.0% under the prior facility to 2.5% in Year 1 and 5.0% in Years 2–4, lowering required principal payments by approximately $15 million over the next four quarters compared with the prior facility |
| · | Strong lender support: Received $737 million of commitments for the new facilities from a lending syndicate led by Rabobank and including Truist Bank, Bank of America, TD Securities (USA) LLC, Huntington Bank, Texas Capital Bank and Goldman Sachs |
LITTLE ROCK, Ark., October 21, 2026 (GLOBE NEWSWIRE) – Westrock Coffee Company (Nasdaq: WEST) (“Westrock Coffee” or the “Company”), an integrated beverage solutions platform serving the world’s largest brands across packaged coffee, tea, ready-to-drink coffee, energy, and functional beverage categories, today announced the closing of an upsized refinancing for its Beverage Solutions segment through a new credit agreement (the “Credit Agreement”) led by Coöperatieve Rabobank U.A., New York Branch (“Rabobank”) providing for a $300 million senior secured first lien term loan facility and a $300 million senior secured first lien revolving credit facility, for a total commitment of $600 million, up from $425 million under the prior credit agreement. The transaction has been fully funded by Rabobank and is being syndicated to the broader lender group. The syndication was oversubscribed: Rabobank received $737 million of lender commitments, which allowed the facilities to be upsized from $500 million at launch to $600 million. The five-year credit facilities under the Credit Agreement mature in October 2031. Proceeds were used to repay debt under the prior credit agreement and will also be used to fund related transaction costs, including cash payments in connection with the transactions described below involving the Company’s 5% convertible senior notes due 2029 (the “2029 Notes”), and for general corporate purposes. With the new Beverage Solutions credit facilities, the Company has enhanced liquidity of approximately $270 million, consisting of $40 million in unrestricted cash and $230 million in undrawn revolver commitments. Scheduled term loan amortization has also been reduced from 10.0% under the prior facility to 2.5% in Year 1 and 5.0% in Years 2–4, lowering required principal payments by approximately $15 million over the next four quarters compared with the prior facility, which allows the Company to retain more cash in the business.
As part of the refinancing, the Company also announced the repurchase of $40 million of its 2029 Notes for approximately $21 million in cash and the issuance of approximately 2.4 million shares of the Company’s common stock, and amendments to its remaining $32 million of 2029 Notes that, among other things, extended their maturity to January 2032 (the “2032 Notes”) and gave the Company the ability to optionally redeem the 2032 Notes if its shares trade at or above $14.25 for more than 120 consecutive trading days.
Scott T. Ford, co-founder and Chief Executive Officer of the Company, commented, “This refinancing is a vote of confidence in Westrock Coffee’s platform and our long-term strategy. With a strong group of lenders led by Rabobank, these new credit facilities let us stay focused on what matters most: scaling our extract and ready-to-drink capabilities and delivering for the world’s leading beverage brands.”
Chris Pledger, Chief Financial Officer of Westrock Coffee, added, “This refinancing marks an important milestone as we move beyond the Conway build-out. The new facilities provide approximately $270 million of liquidity and lower scheduled amortization, allowing us to retain more cash in the business as we continue to reduce leverage. We are grateful to Rabobank and our lender group, whose $737 million of commitments exceeded the $600 million size of the facilities.”
In connection with the Credit Agreement, Rabobank served as lead arranger and lead bookrunner. Rabobank is also serving as administrative agent and collateral agent under the Credit Agreement. In connection with the syndication, Truist Securities, Inc. and Bank of America, N.A. will serve as joint lead arrangers and joint bookrunners, TD Securities (USA), LLC, and The Huntington National Bank will serve as co-documentation agents, and Texas Capital Bank and Goldman Sachs Bank USA will serve as joint syndication agents.
Goldman Sachs & Co. LLC acted as exclusive structuring agent to Westrock Coffee on the comprehensive refinancing and convertible notes transactions, and Wachtell, Lipton, Rosen & Katz served as legal counsel to Westrock Coffee. Reed Smith LLP served as legal counsel to Rabobank.
Westrock Coffee will report its third quarter 2026 financial results on November 5, 2026, after market close, followed by its quarterly earnings conference call at 4:30 p.m. Eastern time. Additional information will be available on the Company’s Investor Relations website.
Additional information regarding the Credit Agreement and the convertible note transactions will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.
About Westrock Coffee Company:
Westrock Coffee is an integrated beverage solutions platform serving the world’s largest brands across packaged coffee, tea, ready-to-drink coffee, energy, and functional beverage categories. With our global manufacturing and sourcing footprint, the Company formulates, manufactures, and packages beverages in cans, glass, multi-serve bottles, single-serve capsules, bulk extract, and concentrates, backed by a digitally traceable supply chain. With operations spanning 10 countries, Westrock Coffee partners with brands across retail, foodservice, convenience, consumer packaged goods, and hospitality to bring beverage programs to market at scale.
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. 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 forward-looking statements include, but are not limited to, the plans, objectives, expectations, and intentions of Westrock Coffee, lender participation in the Credit Agreement syndication, and other statements that are not historical facts. 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; our inability to secure an adequate supply of key raw materials, including green coffee and tea, or a disruption in our supply chain, including from tariffs or trade restrictions or global conflicts (including the ongoing conflicts in Europe, the Middle East and Latin America); 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; our inability to successfully commercialize customers at our Conway, Arkansas facility, and generate positive operating cash flows within the anticipated time frame; the effects of competition and industry consolidation on Westrock Coffee’s business; the ability of Westrock Coffee to issue equity or equity-linked securities or obtain debt financing in the future; Westrock Coffee’s future level of indebtedness, which may reduce funds available for other business purposes and reduce the Company’s operational flexibility; Westrock Coffee’s inability to comply with the financial covenants in our credit agreement; the risk that Westrock Coffee fails to attract, motivate or retain qualified personnel; the risk that Westrock Coffee fails to fully realize the potential benefits of acquisitions or joint ventures or has difficulty successfully integrating acquired companies; the loss of significant customers or delays in bringing their products to market; litigation or legal disputes, which could lead us to incur significant liabilities and costs or harm our reputation; the risk of incurring additional costs if Westrock Coffee no longer qualifies as an emerging growth company (as defined in the JOBS Act); and those factors discussed in Westrock Coffee’s Annual Report on Form 10-K, which was filed with the United States Securities and Exchange Commission (the “SEC”) on March 10, 2026, in Part I, Item 1A “Risk Factors” 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:
PR@westrockcoffee.com
Investor Contact:
IR@westrockcoffee.com
# # #