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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
June 30, 2026
Westrock Coffee Company
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-41485 |
|
80-0977200 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification No.) |
4009
N. Rodney Parham Road, 4th Floor
Little
Rock, AR 72212
(Address of Principal Executive Offices, and Zip Code)
(501)
918-9358
(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 |
| Shares of common stock, par value $0.01 per share |
|
WEST |
|
The
Nasdaq Stock Market LLC |
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
x
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. |
On June 30, 2026, Westrock
Coffee Company, a Delaware corporation (the “Company”), entered into Amendment
No. 6 (the “Amendment”) among Westrock Beverage Solutions, LLC, a Delaware
limited liability company (the “Borrower”), the Company, the other guarantors
party thereto, the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent and collateral agent,
to the Credit Agreement dated as of August 29, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified,
including as amended by the Amendment, the “Amended Credit Agreement”),
among the Borrower, the Company, Wells Fargo Bank, N.A., as administrative agent, as collateral agent and as swingline lender, Wells
Fargo Securities, LLC, as sustainability structuring agent, the issuing banks party thereto from time to time and the lenders party thereto
from time to time.
The Amendment extends
the maturity date of approximately $361 million of the loans and commitments under the Company’s credit facilities from August 29, 2027
to November 29, 2028 and makes certain restricted payments subject to the secured net leverage ratio being no greater than
3.75x and liquidity being no less than $25,000,000, in each case on a pro forma basis. Approximately $26 million of the loans and
commitments under the Company’s credit facilities will continue to mature on August 29, 2027. In connection with the Amendment, Texas Capital
Bank has also become a lender.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the terms of the Amendment, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| 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 Current Report on Form 8-K is incorporated by reference into this Item 2.03.
On June 30, 2026,
the Borrower elected to terminate the covenant relief period under the Amended Credit Agreement prior to its scheduled expiration on October 1,
2026. As a result, the applicable margin on any loans will decrease, certain restrictions limited to the covenant relief period will no
longer apply, and the maximum permitted secured net leverage ratio under the secured net leverage ratio financial covenant will decrease
from 5.00x to 4.00x for the test period ending June 30, 2026, and from 4.50x to 4.00x for the test period ending September 30,
2026.
On June 30, 2026,
the Company issued a press release announcing the closing of the Amendment and the termination of the covenant relief period under the
Amended Credit Agreement. 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 |
| 10.1* |
|
Amendment No. 6, dated
as of June 30, 2026, among Westrock Beverage Solutions, LLC, as the borrower, Westrock Coffee Company, as holdings, the
other guarantors party thereto, the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent and
collateral agent |
| |
|
|
| 99.1 |
|
Press Release, dated as
of June 30, 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: June 30, 2026
Exhibit 99.1

Westrock
Coffee Company Announces
Maturity Extension of its Credit Facilities
LITTLE
ROCK, June 30, 2026 (BUSINESS WIRE) – 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 amendment to the Company’s existing credit agreement that extends the maturity
date of approximately $361 million of the loans and commitments under its credit facilities from August 29, 2027 to
November 29, 2028, with the remaining approximately $26 million continuing to mature
on August 29, 2027. Texas Capital Bank has also become a lender in connection with the amendment.
Chris Pledger, Chief Financial Officer of
Westrock Coffee, commented, “Extending the maturity of our credit facility
to November 2028 provides Westrock Coffee with meaningful financial flexibility as we move beyond the peak
investment phase of our Conway facility and into a period of declining capital intensity and improving free cash flow. Given the
continued strength of our business performance, we also elected to terminate the covenant relief period ahead of schedule, which
lowers our borrowing costs and reflects the underlying momentum across our platform. I want to thank the banks in our syndicate – Wells Fargo, Bank of America, Truist, Rabobank, First Horizon, Stifel and SMBC –
as well as the members of the Farm Credit System, for their continued support and partnership, and we are pleased to welcome Texas Capital
Bank as we continue to build a truly exceptional business.”
As a result of the Company’s early termination
of the covenant relief period under the credit agreement prior to its scheduled expiration on October 1, 2026, the applicable margin
on any loans will decrease, certain restrictions limited to the covenant relief period will no longer apply, and the maximum permitted
secured net leverage ratio under the secured net leverage ratio financial covenant will decrease from 5.00x to 4.00x for the test period
ending June 30, 2026, and from 4.50x to 4.00x for the test period ending September 30, 2026.
Wells Fargo Securities,
LLC acted as lead arranger and bookrunner, and Wells Fargo Bank, National Association acted as administrative agent in connection with
the amendment. Wachtell, Lipton, Rosen & Katz served as legal counsel to Westrock Coffee.
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, CPG,
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, our future capital intensity, cash flows, long term financing, growth opportunities, 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 press release to conform these statements
to actual results. These statements are based on various assumptions, whether or not identified in this press release, 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, refinance or extend the maturities of 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 when 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 press release. 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 unless required by applicable law. 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 press release. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
Contacts
Media:
PR@westrockcoffee.com
Investor Contact:
IR@westrockcoffee.com
# # #