Westrock Coffee Company (NASDAQ: WEST) has announced a warrant exchange offer and consent solicitation, aiming to simplify its capital structure and increase the number of common shares available for trading.
As of August 23, 2024, the company had 88,446,150 common shares issued and outstanding, 23,510,527 shares of Series A convertible preferred stock issued and outstanding, 17,118,063 public warrants, and 2,026,046 private placement warrants outstanding. The company is offering 0.290 common shares in exchange for each outstanding warrant tendered, with up to an aggregate of 5,551,792 common shares being offered in exchange for the warrants.
If all warrant holders were to 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, representing an increase of approximately 6%, with no public or private placement warrants outstanding.
Notably, parties representing approximately 48.8% of the outstanding public warrants and 95.0% of the outstanding private placement warrants have agreed to tender their warrants in the offer and to consent to the warrant agreement amendment. This suggests a strong initial response to the offer.
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 offer and consent solicitation are being made pursuant to a prospectus/offer to exchange, dated August 28, 2024, and a schedule to, dated August 28, 2024, which have been filed with the U.S. Securities and Exchange Commission.
The company has engaged Stifel, Nicolaus & Company, Incorporated to act as the dealer manager for the offer and consent solicitation. D.F. King & Co., Inc. has been appointed as the information agent for the offer and consent solicitation, while Computershare Inc. and its affiliate, Computershare Trust Company, N.A., have been appointed as the exchange agent.
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 and conditions of the offer and consent solicitation.
Westrock Coffee Company is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, with offices in 10 countries, sourcing coffee and tea from numerous countries of origin. Today the company's shares have moved 2.9% to a price of $8.76. If you want to know more, read the company's complete 8-K report here.
