Westrock Coffee Company announced a private placement that it has issued 5% convertible senior notes due 2029 for the aggregate principal amount of $72,000,000 on February 15, 2024. The Convertible Notes will be unsecured and senior obligations of the Company and will accrue interest at a rate of 5.00% per annum. Noteholders may convert their Convertible Notes 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 for at least 20 trading days 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; 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 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.

The Company 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. The initial conversion price of the Convertible Notes is $12.84, which corresponds to an initial conversion rate of approximately 77.88 shares of Common Stock per $1,000 principal amount of Convertible Notes. The conversion price and conversion rate are subject to customary adjustments.

The company has raised $72 million from 7 investors pursuant to regulation D.