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