Westrock Coffee: enters $600,000,000 credit agreement

What happened

• Westrock Coffee Company filed an 8-K reporting that on Oct 21, 2026 its subsidiary Westrock Beverage Solutions, LLC entered into a credit agreement that provides a senior secured first lien revolving credit facility of $300,000,000 and a senior secured first lien term loan facility of $300,000,000. The facilities mature on Oct 21, 2031 (subject to a springing maturity in certain circumstances). The obligations are guaranteed by Westrock Coffee Company and the borrower’s material wholly-owned domestic subsidiaries and are secured by substantially all of their assets, subject to certain exceptions.
• Effective Oct 21, 2026 the company amended and restated $32,000,000 of its previously issued 5.00% convertible senior notes due 2029 into 2032 Convertible Notes that accrue interest at 6.00% per annum and mature on Jan 31, 2032, and the company repurchased and cancelled $40,000,000 in aggregate principal amount of the 2029 Convertible Notes for approximately $21,000,000 in cash and 2,391,030 shares of common stock. The company also repaid and terminated its prior credit agreement dated Aug 29, 2022.

Key details

• Credit pricing: borrowings bear interest at Term SOFR plus a margin of 2.50% to 4.00% or at ABR plus a margin of 1.50% to 3.00%, with initial margins of 3.50% (Term SOFR) and 2.50% (ABR). Commitment fees on unused revolving commitments range from 0.25% to 0.40%, with an initial rate of 0.35% per annum.
• Financial covenants: secured net leverage ratio not to exceed 4.50 to 1.00 for test periods ending on or prior to Jun 30, 2027, stepping down to 4.25 to 1.00 for periods ending after Jun 30, 2027 and on or prior to Jun 30, 2028, and to 4.00 to 1.00 thereafter (with limited temporary step-up rights); fixed charge coverage ratio not less than 1.20 to 1.00. Covenants are tested quarterly beginning with the fiscal quarter ending Dec 31, 2026.
• 2032 Convertible Notes terms: interest 6.00% per annum from Oct 21, 2026; maturity Jan 31, 2032; initial conversion price reduced from $12.84 to $9.50 per share (about 105.26 shares per $1,000 principal). Optional redemption may occur if common stock closes at or above $14.25 for 120 consecutive trading days.
• Repurchase and termination: concurrently with the new Credit Agreement the borrower repaid all obligations under and terminated the prior credit agreement dated Aug 29, 2022, and the company completed the repurchase transactions described above.

Why it may matter

• Item 1.01 is reported for entry into a material definitive agreement (the Credit Agreement) covering the new revolving and term loan facilities.
• Item 1.02 is reported for termination of a material definitive agreement (the prior credit agreement) and related repurchase transactions involving the 2029 Convertible Notes.
• Item 3.02 is reported for unregistered sales of equity securities (shares issued in the repurchase transactions).
• Item 8.01 is reported for other events (a press release announcing these transactions). The filing does not explain why the company acted.