Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Management’s Report on Internal Control Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s independent registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022, the end of the period covered by this Annual Report. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2022 due to the material weaknesses in our internal control over financial reporting, described below.
However, after giving full consideration to the material weaknesses, management believes that our consolidated financial statements included in this Annual Report on Form 10-K have been prepared in accordance with US GAAP. Our Principal Executive Officer and Principal Financial Officer have certified that, based on such officer’s knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report.
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Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses in our internal control over financial reporting, which remain outstanding as of December 31, 2022.
Westrock did not design and maintain effective controls in response to the risks of material misstatement as changes to existing controls or the implementation of new controls were not sufficient to respond to changes to the risks of material misstatement to financial reporting. This material weakness in risk assessment contributed to the following material weaknesses:
Westrock did not design and maintain effective controls over the period-end financial reporting process to achieve complete and accurate financial accounting, reporting and disclosures, including the presentation and classification of various accounts in the financial statements, which resulted in immaterial adjustments to product revenues; product costs of sales; selling, general and administrative expense; loss on disposal of property, plant and equipment; other (income) expense, net; accounts receivable, net, inventories; derivative assets, net; prepaid expenses and other current assets; property, plant, and equipment, net; goodwill; intangible assets, net; other longterm assets; accounts payable; accrued expenses and other current liabilities and the cash flow presentation of debt payments and proceeds within financing activities within the consolidated financial statements as of and for the year ended December 31, 2020.
● Westrock did not design and maintain effective controls related to ensuring appropriate segregation of duties as it relates to the preparation and review of journal entries and account reconciliations, which did not result in adjustments to the consolidated financial statements.
● Westrock did not design and maintain effective controls over certain information technology (“IT”) or general computer controls for information systems that are relevant to the preparation of the consolidated financial statements. Specifically, Westrock did not design and maintain: (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and adequate restricted user and privileged access to financial applications, data and programs to the appropriate personnel; (iii) computer operations controls to ensure that data backups are authorized and monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements. These IT deficiencies did not result in adjustments to the consolidated financial statements. However, the deficiencies, when aggregated, could impact Westrock’s ability to maintain effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. Accordingly, it was determined these deficiencies in the aggregate constitute a material weakness.
Additionally, the material weaknesses could result in a misstatement of substantially all of Westrock’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Remediation Plans
Westrock has taken and is taking certain measures to remediate the material weaknesses described above, including the following:
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● Hiring additional accounting and IT personnel, including a new chief accounting officer hired in May 2021 and a new technical accounting resource hired in April 2022, with the appropriate level of knowledge, training, and experience to improve our internal control over financial reporting and IT capabilities.
● Developing and formalizing a risk assessment process across the organization to identify risks and design new controls or enhance existing controls responsive to such risks to ensure timely and accurate financial reporting.
● Engaged a third party to assist in designing and implementing controls related to period-end financial reporting, segregation of duties and IT general controls.
● Designing and implementing controls to formalize roles and review responsibilities to align with Westrock’s team’s skills and experience and designing and implementing controls over segregation of duties.
● Designing and implementing formal accounting procedures and controls supporting Westrock’s period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries.
● Enhancing policies and procedures related to the management and approval of (i) changes in our IT environment, including procedures to review changes in IT data and the configuration of systems, (ii) system implementations and projects to ensure adequate governance, development, change management, and implementation controls, (iii) security access, including policies and procedures to set up or remove users to our IT systems, (iv) periodic security access reviews of our key financial systems’ users to ensure the appropriateness of their roles and security access levels, and (v) review of service organization reports and related end-user control considerations.
● Designing and implementing IT general controls, including controls over change management, the review and update of user access rights and privileges, controls over batch jobs and data backups, and program development approvals and testing.
Remediation of Material Weakness in Internal Control Over Financial Reporting
As previously disclosed, we identified a material weakness in our internal control over financial reporting related to the identification of and accounting for certain non-routine, unusual or complex transactions, including the proper application of U.S. GAAP to such transactions.
To remediate the material weakness, management has taken certain measures including the following:
● Hired additional accounting personnel, including a new chief accounting officer hired in May 2021 and a new technical accounting resource hired in April 2022, with the appropriate level of knowledge, training, and experience to improve our internal control over financial reporting capabilities.
● During the second and third quarter of 2022, designed and implemented controls to identify non-routine, unusual or complex transactions and required that the accounting implications of such transactions are formally assessed, documented and reviewed by a relevant senior member of our accounting team in a timely manner. In addition, we have engaged third party subject matter experts to advise us with respect to certain complex non-routine transactions in addition to management’s review of such transactions, where appropriate.
During the fourth quarter of 2022, management successfully completed the testing necessary to conclude that the re-designed and enhanced controls were appropriately designed, implemented and operating effectively as of December 31, 2022 and concluded that the material weakness related to accounting for certain non-routine, unusual or complex transactions has been remediated.
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Except as set forth below, the information required by this item is incorporated by reference from our definitive proxy statement for our 2023 annual meeting of stockholders (our “Proxy Statement”), which we expect to be filed with the SEC no later than 120 days after December 31, 2022, pursuant to Regulation 14A under the Exchange Act.
Our board of directors has adopted a code of business conduct and ethics, or “Code of Ethics,” which apply to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The board of directors also adopted the Westrock Coffee Company Supplemental Code of Ethics for Chief Executive Officer and Senior Financial Officers (the “Supplemental Code of Ethics”). The Supplemental Code of Ethics applies to the Company’s chief executive officer, president, if any, chief financial officer and principal accounting officer. The Code of Ethics and Supplemental Code of Ethics are available on our website at www.investors.westrockcoffee.com. If we amend or grant any waiver from a provision of our Code of Ethics that applies to any of our executive officers or Supplemental Code of Ethics, we will publicly disclose such amendment or waiver as required by applicable law.
Item 11. Executive Compensation
Information required to be set forth herein is incorporated by reference, when filed, from our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters
Except as set forth below, information required to be set forth herein is incorporated by reference, when filed, from our Proxy Statement.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table contains information about our common stock that may be issued under our existing equity compensation plans as of December 31, 2022.
Equity Compensation Plan Information
Number of
Number of
Securities Remaining
Securities to be Issued
Weighted-Average
Available for Future
Upon Exercise of
Exercise Price of
Issuance (excluding
Outstanding Options,
Outstanding Options,
securities reflected in
Plan Category
Warrants and Rights
Warrants and Rights (2)
column (a))
(a)
(b)
(c)
Equity compensation plans approved by shareholders
1,732,246
(1)
$ 9.54
3,447,765
(3)
Equity compensation plans not approved by shareholders
—
—
—
Total
1,732,246
$ 9.54
3,447,765
(1) This amount represents the number of shares of common stock underlying (i) stock options granted under the 2020 Plan (605,246) and (ii) RSUs granted under the 2022 Plan (1,127,000).
(2) The weighted average exercise price set forth in this column is calculated excluding outstanding RSUs since recipients are not required to pay an exercise price to receive the shares subject to such awards.
(3) Shares of common stock remaining available for grant under the 2022 Plan, excluding shares underlying awards reflected in column (a). No further awards may be granted under the 2020 Plan.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required to be set forth herein is incorporated by reference, when filed, from our Proxy Statement.
Item 14. Principal Accountant Fees and Services
Information required to be set forth herein is incorporated by reference, when filed, from our Proxy Statement.
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PART IV
Item 15. E xhibits and Financial Statement Schedules
Financial Statements
See Index to Consolidated Financial Statements in Part II, Item 8 in this Annual Report on Form 10-K.
Financial Statement Schedules
Except as noted below, Financial Statement Schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or related notes in Part II, Item 8 in this Annual Report on Form 10-K.
Schedule I – Condensed Financial Information of the Registrant (Parent Company) as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022 appearing on pages S-1, S-2, S-3 and S-4 of this report.
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Index to Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
2.1
Transaction Agreement, dated as of April 4, 2022, by and among Riverview Acquisition Corp., Westrock Coffee Holdings, LLC, Origin Merger Sub I, Inc. and Origin Merger Sub II, LLC
S-4
333-264464
2.1
August 3, 2022
3.1
Certificate of Incorporation of Westrock Coffee Company
10-Q
001-41485
3.1
August 29, 2022
3.2
Bylaws of Westrock Coffee Company
10-Q
001-41485
3.2
August 29, 2022
4.1
Amended and Restated Warrant Agreement by and among Westrock Coffee Company, Computershare Inc. and Computershare Trust Company, N.A.
10-Q
001-41485
4.1
August 29, 2022
4.2
Specimen Common Stock Certificate of Westrock Coffee Company
S-4
333-264464
4.5
August 3, 2022
4.3
Specimen Warrant Certificate of Westrock Coffee Company
S-4
333-264464
4.6
August 3, 2022
4.4
Investor Rights Agreement, dated as of April 4, 2022, by and among Westrock Coffee Company, Westrock Group, LLC, The Stephens Group, LLC, Sowell Westrock, L.P., BBH Capital Partners V, L.P., BBH Capital Partners V-A, L.P., BBH CPV WCC Co-Investment LLC and Riverview Sponsor Partners, LLC
S-4
333-264464
4.8
August 3, 2022
4.5
Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934
*
10.1
Registration Rights Agreement, dated as of April 4, 2022, by and among Westrock Coffee Holdings, LLC and the other parties thereto
S-4
333-264464
10.1
August 3, 2022
10.2
Sponsor Support Agreement, dated as of April 4, 2022, by and among Westrock Coffee Holdings, LLC, Riverview Acquisition Corp., and Riverview Sponsor Partners, LLC
S-4
333-264464
10.4
August 3, 2022
10.3#
Form of Indemnification Agreement
S-4
333-264464
10.6
August 3, 2022
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10.4
Credit Agreement, dated as of August 29, 2022, among Westrock Beverage Solutions, LLC, as the borrower, Westrock Coffee Company, Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto.
10-Q
001-41485
10.3
August 29, 2022
10.5
Incremental Assumption Agreement and Amendment No. 1, dated as of February 14, 2023, among Westrock Beverage Solutions, LLC, as borrower, Westrock Coffee Copmany, as holdings, the other guarantors party thereto, the Amendment No. 1 delayed draw term loan lenders, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent.
8-K
001-41485
10.1
February 14, 2023
10.6#
Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and Scott T. Ford
10-Q
001-41485
10.4
August 29, 2022
10.7#
Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and T. Christopher Pledger
10-Q
001-41485
10.5
August 29, 2022
10.8#
Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and William A. Ford
10-Q
001-41485
10.6
August 29, 2022
10.9#
Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and Robert P. McKinney
*
10.10#
Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and John Blake Schuhmacher
*
10.11#
Westrock Coffee Company 2022 Equity Incentive Plan
10-Q
001-41485
10.7
August 29, 2022
10.12#
Form of Restricted Stock Unit Award Agreement
10-Q
001-41485
10.8
November 14, 2022
10.13#
Westrock Coffee Company Annual Cash Incentive Plan
10-Q
001-41485
10.8
August 29, 2022
10.14#
Amended and Restated Westrock Coffee Company 2020 Stock Option Incentive Plan
10-Q
001-41485
10.9
August 29, 2022
10.15#
Westrock Coffee Holdings, LLC Form of Option Award Agreement
S-4
333-264464
10.19
August 3, 2022
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10.16#
Westrock Coffee Holdings, LLC Form of Restricted Unit Award Agreement
S-4
333-264464
10.20
August 3, 2022
21
List of Subsidiaries of Westrock Coffee Company
*
23
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
*
31.1
Chief Executive Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
31.2
Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
32.1
Chief Executive Officer—Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
32.2
Chief Financial Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*
101.SCH
XBRL Taxonomy Extension Schema Document.
*
101.CAL
XBRL Taxonomy Calculation Linkbase Document.
*
101.DEF
XBRL Definition Linkbase Document.
*
101.LAB
XBRL Taxonomy Label Linkbase Document.
*
101.PRE
XBRL Taxonomy Presentation Linkbase Document.
*
104
Cover Page Interactive Data File – The Cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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* Filed herewith.
** Furnished herewith.
# Designates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Westrock Coffee Company
Date: March 21, 2023
By:
/s/ T. Christopher Pledger
Name:
T. Christopher Pledger
Title:
Chief Financial Officer
(Principal Financial Officer)
Date: March 21, 2023
By:
/s/ Blake Schuhmacher
Name:
Blake Schuhmacher
Title:
Chief Accounting Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Scott T. Ford
Chief Executive Officer and Director
March 21, 2023
Scott T. Ford
(Principal Executive Officer)
/s/ T. Christopher Pledger
Chief Financial Officer
March 21, 2023
T. Christopher Pledger
(Principal Financial Officer)
/s/ Blake Schuhmacher
Chief Accounting Officer
March 21, 2023
Blake Schuhmacher
(Principal Accounting Officer)
/s/ Joe T. Ford
Chairman of the Board, Director
March 21, 2023
Joe T. Ford
/s/ R. Patrick Kruczek
Director
March 21, 2023
R. Patrick Kruczek
/s/ Hugh McColl, III
Director
March 21, 2023
Hugh McColl, III
/s/ R. Brad Martin
Director
March 21, 2023
R. Brad Martin
/s/ Mark Edmunds
Director
March 21, 2023
Mark Edmunds
/s/ Josie C. Natori
Director
March 21, 2023
Josie C. Natori
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/s/ Leslie Starr Keating
Director
March 21, 2023
Leslie Starr Keating
/s/Oluwatoyin Umesiri
Director
March 21, 2023
Oluwatoyin Umesiri
/s/Jeffrey H. Fox
Director
March 21, 2023
Jeffrey H. Fox
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SCHEDULE I
WESTROCK COFFEE COMPANY
PARENT COMPANY ONLY
CONDENSED BALANCE SHEET
(Thousands, except par value)
December 31, 2022
December 31, 2021
ASSETS
Cash and cash equivalents
$
77
$
1,020
Related party receivables
2,000
1,701
Total current assets
2,077
2,721
Deferred income taxes
1,032
—
Investment in consolidated subsidiaries
336,753
100,416
Total Assets
$
339,862
$
103,137
LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)
Accrued expenses and other current liabilities
$
38
$
—
Related party receivables
98
—
Total current liabilities
136
—
Warrant liabilities
55,521
—
Total liabilities
55,657
—
Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,588 shares issued and outstanding, $ 11.50 liquidation value
274,936
—
Series A Redeemable Common Equivalent Preferred Units: $ 0.00 par value, 222,150 units authorized, no units and 222,150 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively
—
264,729
Series B Redeemable Common Equivalent Preferred Units: $ 0.00 par value, 17,000 units authorized, no units and 17,000 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively
—
17,142
Shareholders' Equity (Deficit) (1)
Preferred stock, $ 0.01 par value, 26,000 shares authorized, no shares issued and outstanding
—
—
Common stock, $ 0.01 par value, 300,000 shares authorized, 75,020 shares issued and outstanding at December 31, 2022; $ 0.00 par value, 39,389 shares authorized, 34,523 shares issued and outstanding at December 31, 2021
750
345
Additional paid-in-capital
342,664
60,628
Accumulated deficit
( 328,042 )
( 251,725 )
Accumulated other comprehensive income (loss)
( 6,103 )
12,018
Total shareholders' equity (deficit)
9,269
( 178,734 )
Total Liabilities, Convertible Preferred Shares, Redeemable Units and Shareholders' Equity (Deficit)
$
339,862
$
103,137
(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4 to the consolidated financial statements.
See accompanying notes to the condensed financial statements.
S-1
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SCHEDULE I
WESTROCK COFFEE COMPANY
PARENT COMPANY ONLY
CONDENSED STATEMENTS OF OPERATIONS
Year Ended December 31,
(Thousands, except per share data)
2022
2021
2020
Change in fair value of warrant liabilities
$
( 29,675 )
$
—
$
—
Earnings (loss) from consolidated subsidiaries
( 23,364 )
( 21,947 )
( 129,171 )
Loss before income taxes
( 53,039 )
( 21,947 )
( 129,171 )
Income tax expense (benefit)
2,146
—
—
Net loss attributable to shareholders
( 55,185 )
( 21,947 )
( 129,171 )
Comprehensive loss attributable to common shareholders
$
( 95,754 )
$
( 37,957 )
$
( 143,864 )
See accompanying notes to the condensed financial statements.
S-2
Table of Contents
SCHEDULE I
WESTROCK COFFEE COMPANY
PARENT COMPANY ONLY
CONDENSED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(Thousands)
2022
2021
2020
Cash flows from operating activities:
Net cash used in operating activities
$
( 14,950 )
$
( 22,425 )
$
( 127,618 )
Cash flows from financing activities:
Proceeds from related party debt
11,700
—
—
Proceeds from issuance of common equivalent preferred units
—
17,000
222,150
Proceeds from de-SPAC merger and PIPE financing
255,737
—
—
Payment of common equity issuance costs
( 23,998 )
—
—
Payment of preferred equity issuance costs
( 1,250 )
—
—
Common equivalent preferred dividends
( 4,380 )
—
—
Payment of taxes for net share settlement of equity awards
( 477 )
—
—
Proceeds from exercise of stock options
375
( 162 )
—
Intercompany transactions, net
( 223,700 )
6,607
( 94,532 )
Net cash provided by financing activities
14,007
23,445
127,618
Net increase (decrease) in cash and cash equivalents and restricted cash
( 943 )
1,020
—
Cash and cash equivalents and restricted cash at beginning of period
1,020
—
—
Cash and cash equivalents and restricted cash at end of period
$
77
$
1,020
$
—
See accompanying notes to the condensed financial statements.
S-3
Table of Contents
Notes to Parent Company Only Condensed Financial Statements
Note 1. Basis of Presentation
The condensed financial statements of Westrock Coffee Company (the “Registrant”) have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted assets of the subsidiaries of Westrock, as defined in Rule 4-08(e)(3) of Regulation S-X, exceed 25% of the consolidated net assets of the Company.
The condensed financial statements of Westrock Coffee Company have been prepared using the same accounting principles and policies described in Note 3, Summary of Significant Accounting Policies, of Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K, with the only exception being that the parent company accounts for its subsidiaries using the equity method of accounting. The parent company condensed financial information should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.
Note 2. Debt Restrictions
Pursuant to the terms of the Credit Agreement, Westrock Beverage Solutions, LLC has restrictions on its ability to (i) declare or pay dividends or make any other distribution whether in cash, property, securities or a combination thereof or (ii) directly or indirectly redeem, purchase, retire or otherwise acquire for value any of Westrock Beverage Solutions, LLC’s equity interests or set aside any amount for such purpose, other than through the issuance of qualified equity interests, as defined in the Credit Agreement.
S-4