0001903601-24-000012.txt : 20240220 0001903601-24-000012.hdr.sgml : 20240220 20240220185324 ACCESSION NUMBER: 0001903601-24-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240215 FILED AS OF DATE: 20240220 DATE AS OF CHANGE: 20240220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORD JOE T CENTRAL INDEX KEY: 0001176401 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41485 FILM NUMBER: 24655686 MAIL ADDRESS: STREET 1: C/O ENPRO INDUSTRIES INC STREET 2: 5605 CARNEGIE BLVD CITY: CHARLOTTE STATE: NC ZIP: 28209-4674 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Westrock Coffee Co CENTRAL INDEX KEY: 0001806347 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 264767812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4009 N. RODNEY PARHAM RD. STREET 2: 3RD FLOOR CITY: LITTLE ROCK STATE: AR ZIP: 72212 BUSINESS PHONE: (501) 320-4880 MAIL ADDRESS: STREET 1: 4009 N. RODNEY PARHAM RD. STREET 2: 3RD FLOOR CITY: LITTLE ROCK STATE: AR ZIP: 72212 FORMER COMPANY: FORMER CONFORMED NAME: Westrock Coffee Holdings, LLC DATE OF NAME CHANGE: 20200311 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2024-02-15 0 0001806347 Westrock Coffee Co WEST 0001176401 FORD JOE T 4009 N. RODNEY PARHAM RD. 3RD FLOOR LITTLE ROCK AR 72212 1 0 0 0 0 5% Convertible Note due 2029 2024-02-15 4 A 0 5000000 5000000 A 2024-08-15 2029-02-15 Common Stock 5000000 5000000 I BY LLC Holders of the issuer's 5% convertible notes due 2029 (the "convertible notes") may voluntarily convert their convertible notes in denominations of $1,000 (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price of the issuer's common stock for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028. Conversions of the convertible notes will be settled, at the issuer's election, in cash, shares of the issuer's common stock or a combination thereof. The initial conversion price of the convertible notes is $12.84, which corresponds to an initial conversion rate of 77.88 shares of issuer common stock per $1,000 principal amount of convertible notes. The conversion price and conversion rate are subject to customary adjustments and the issuer may not issue more than 19.99% of the issued and outstanding common stock immediately prior to the issuance of the convertible notes in respect of the conversion of the convertible notes. Held of record by Wooster Capital, LLC, over which Mr. Ford may be deemed to exercise voting and investment control. Mr. Ford disclaims beneficial ownership over all securities held by Wooster Capital, LLC over which he does not have any pecuniary interest and this report shall not be deemed an admission that Mr. Ford is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ BY: ROBERT P. MCKINNEY AS ATTORNEY-IN-FACT FOR JOE T. FORD 2024-02-20