Westrock Coffee Company's Exchange Offer and Consent Solicitation
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Westrock Coffee Company Announces Exchange Offer
Westrock Coffee Company (NASDAQ: WEST) has announced an exciting new initiative aimed at enhancing its capital structure and engaging with its investors. The leading provider of coffee, tea, flavors, and extracts in the United States has commenced an exchange offer and consent solicitation. This move is designed specifically for holders of its outstanding public and private placement warrants. The public warrants are traded on The Nasdaq Global Market under the symbol "WESTW".
Details of the Exchange Offer
The Offer allows warrant holders the opportunity to exchange each outstanding warrant for 0.290 common shares of Westrock Coffee. The Company is making an aggregate of 5,551,792 common shares available for this exchange. By simplifying its capital structure, Westrock Coffee aims to increase the number of common shares that can be traded in the market.
Warrant Agreement Amendment
As part of this endeavor, Westrock Coffee is also seeking consent from warrant holders to amend the governing warrant agreement. The proposed amendment would allow the Company to require that any outstanding public warrant be exchanged for 0.261 common shares, representing a 10% reduction from the original exchange ratio. This amendment would similarly apply to the private placement warrants.
Approval Requirements
To adopt the proposed Warrant Agreement Amendment, a consent from holders of at least 50% of the public warrants is necessary. This condition also holds for private placement warrants, where the same percentage is required to approve changes concerning their exchange terms. Currently, approximately 48.8% of public warrant holders and 95.0% of private placement warrant holders have agreed to this process.
Implications of the Offer
The offering period for the exchange will remain open until 5:00 p.m. Eastern Time on a specified future date. If additional consent is granted by warrant holders, the Warrant Agreement Amendment will be effective. Interested holders can withdraw their tendered warrants at any time prior to the deadline.
Westrock Coffee’s Market Position
As of a recent count, Westrock Coffee has approximately 88,446,150 common shares and has maintained a solid presence in the coffee and tea market with its robust supply chain management and product development capabilities. The Company is actively engaged in sourcing these products from various origins worldwide, serving diverse industries, including retail, food service, and hospitality.
Role of the Dealer Manager and Agents
To facilitate this initiative, Westrock Coffee has appointed Stifel, Nicolaus & Company, Incorporated as the dealer manager. Investors seeking assistance regarding the exchange offer can reach out directly to the dealer manager. Furthermore, D.F. King & Co., Inc. serves as the information agent while Computershare Inc. manages the actual exchange process for warrant holders.
Conclusion
The current exchange offer and consent solicitation signify an important strategic shift for Westrock Coffee as it aims to streamline its capital structure. This initiative underlines the Company's commitment to enhancing shareholder value and providing investors with multiple avenues to engage with its growth trajectory. Stakeholders are encouraged to review the terms of the Offer completely to understand their options thoroughly.
Frequently Asked Questions
What is the purpose of Westrock Coffee's exchange offer?
The exchange offer aims to simplify the company's capital structure and increase the number of common shares available for trading.
What do warrant holders receive in the exchange?
Warrant holders can receive 0.290 common shares for each outstanding warrant they exchange.
How long is the offering period for the exchange?
The offering period will last until 5:00 p.m. Eastern Time on a specified future date, allowing warrant holders ample time to participate.
Is there a requirement for consent to the proposed amendments?
Yes, at least 50% of warrant holders must consent to the proposed amendments for them to take effect.
Who should I contact for more information regarding the exchange?
Warrant holders can contact Stifel, Nicolaus & Company, Incorporated for assistance with the exchange offer.
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