Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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, 2024, 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 effective at the reasonable assurance level as of December 31, 2024.
Management’s Report on Internal Control Over Financial Reporting
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) (“COSO Framework”). Based on that assessment, management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.
This Annual Report on Form 10-K does not include 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 emerging growth companies.
Remediation of Material Weaknesses in Internal Control Over Financial Reporting
As previously disclosed, 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
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changes to the risks of material misstatement to financial reporting. This material weakness in risk assessment contributed to the following material weakness:
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 and the recognition of operating lease right-of-use assets and operating lease liabilities in the consolidated financial statements, which resulted in immaterial adjustments to certain interim and annual periods for the years ending December 31, 2020 through June 30, 2024, and material adjustments to the cash flow presentation of net repayments from repurchase agreements within financing activities within the condensed consolidated statement of cash flows for the six months ended June 30, 2023 and to operating lease right-of-use assets and operating lease liabilities within the consolidated balance sheet as of December 31, 2023.
To remediate the material weaknesses, management has taken certain measures including the following:
● Hired additional accounting and information technology (“IT”) personnel, including a new chief accounting officer hired in May 2021, a new technical accounting resource hired in April 2022, a new IT compliance resource hired in March 2023, a new internal controls resource hired in April 2023 with the appropriate level of knowledge, training, and experience to establish an internal audit function responsible for testing internal controls to improve our internal control over financial reporting and IT capabilities, and a Chief Information Officer in November 2023 with public company IT compliance and cybersecurity experience.
● Developed and formalized 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 based on criteria established in the COSO Framework. Entity level controls necessary to support management’s risk assessment and a process to evaluate the control environment in accordance with the COSO Framework were improved or implemented throughout 2023 and the six months ending June 30, 2024.
● Engaged a third party to assist in designing and implementing controls related to the period-end financial reporting process.
● Designed and implemented formal accounting procedures and controls during the quarters ended September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024 that support Westrock’s period-end financial accounting, reporting and disclosures, including controls over close procedures workflow, preparation, review and oversight of account reconciliations and journal entries, presentation and classification, evaluation of internal information for disclosure, recognition of operating lease right-of-use assets and operating lease liabilities, and controls to reconcile financial statement and disclosure information to source documentation.
During the year ended December 31, 2024, management completed the testing necessary to conclude that the newly implemented and enhanced controls were appropriately designed, implemented and operating effectively as of December 31, 2024, and concluded that the material weaknesses related to the period-end financial reporting process and risk assessment have been remediated.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting .
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Item 9B. Other Information
(a) None.
(b) During the three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, (as such terms are defined in Item 408(a) of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection s
Not applicable.
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 2025 annual meeting of stockholders (our “Proxy Statement”), which we expect to be filed with the SEC no later than 120 days after December 31, 2024, 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.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and 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, 2024.
Equity Compensation Plan Information
Number of
Securities Remaining
Available for
Number of
Future Issuance under
Securities to be Issued
Weighted-Average
Equity Compensation
Upon Exercise of
Exercise Price of
Plans (excluding
Outstanding Options,
Outstanding Options,
securities reflected
Plan Category
Warrants and Rights
Warrants and Rights
in column (a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
4,994,034
(1)
$ 9.54
(2)
2,673,496
(3)
Equity compensation plans not approved by security holders
—
—
—
Total
4,994,034
$ 9.54
2,673,496
(1) This amount represents the number of shares of common stock underlying (i) stock options granted under the 2020 Option Plan (2,549,806) and (ii) RSUs granted under the 2022 Equity Plan (2,444,228).
(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 Equity Plan, excluding shares underlying awards reflected in column (a). No further awards may be granted under the 2020 Option Plan.
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, 2024 and 2023, and for each of the three years in the period ended December 31, 2024 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
Specimen Common Stock Certificate of Westrock Coffee Company
S-4
333-264464
4.5
August 3, 2022
4.2
Specimen Warrant Certificate of Westrock Coffee Company
S-4
333-264464
4.6
August 3, 2022
4.3
Amended and Restated Investor Rights Agreement, dated as of June 29, 2023, by and among Westrock Coffee Company, Westrock Group, LLC, BBH Capital Partners V, L.P., BBH Capital Partners V-A, L.P., BBH CPV WCC Co-Investment LLC, Riverview Sponsor Partners, LLC and HF Direct Investments Pool, LLC
8-K
001-41485
4.2
June 30, 2023
4.4
First Amendment, dated November 5, 2024, to the Amended and Restated Investor Rights Agreement, dated as of June 29, 2023, by and among Westrock Coffee Company, Westrock Group, LLC, BBH Capital Partners V, L.P., BBH Capital Partners V-A, L. P., BBH CPV WCC Co-Investment LLC, 2023-2 R Brad Martin Grantor Retained Annuity Trust, R. Brad Martin and HF Direct Investments Pool, LLC
8-K
001-41485
4.1
November 7, 2024
4.5
Form of Convertible Note of Westrock Coffee Company, dated February 15, 2024
8-K
001-41485
4.1
February 15, 2024
4.6
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
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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
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 Company, 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
Amendment No. 2, dated as of June 30, 2023, among Westrock Beverage Solutions, LLC, as the borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent.
8-K
001-41485
10.2
June 30, 2023
10.7
Amendment No. 3, dated as of February 15, 2024, among Westrock Beverage Solutions, LLC, as the borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent
8-K
001-41485
10.1
February 15, 2024
10.8
Incremental Assumption Agreement and Amendment No. 4, dated as of January 15, 2025, among Westrock Beverage Solutions, LLC, as the borrower, Westrock Coffee Company, as holdings, the other guarantors party thereto, the incremental revolving facility lender, the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent and collateral agent
8-K
001-41485
10.1
January 15, 2025
10.9#
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
10.10#
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
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10.11#
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
10.12#
Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and Robert P. McKinney
10-K
001-41485
10.9
March 21, 2023
10.13#
Employment Agreement, dated August 26, 2022, by and between Westrock Coffee Company and John Blake Schuhmacher
10-K
001-41485
10.10
March 21, 2023
10.14#
Westrock Coffee Company 2022 Equity Incentive Plan
10-Q
001-41485
10.7
August 29, 2022
10.15#
Form of Restricted Stock Unit Award Agreement
10-Q
001-41485
10.8
November 14, 2022
10.16#
Form of Restricted Stock Unit Award Agreement
10-Q
001-41485
10.3
May 9, 2024
10.17#
Westrock Coffee Company Annual Cash Incentive Plan
10-Q
001-41485
10.8
August 29, 2022
10.18#
Amended and Restated Westrock Coffee Company 2020 Stock Option Incentive Plan
10-Q
001-41485
10.9
August 29, 2022
10.19#
Westrock Coffee Holdings, LLC Form of Option Award Agreement
S-4
333-264464
10.19
August 3, 2022
10.20#
Westrock Coffee Holdings, LLC Form of Restricted Unit Award Agreement
S-4
333-264464
10.20
August 3, 2022
10.21#
Westrock Coffee Company Deferred Compensation Plan for Non-Employee Directors
*
10.22
Dealer Manager Agreement, dated as of August 28, 2024, by and among Westrock Coffee Company, Stifel, Nicolaus & Company, Incorporated, as dealer manager
S-4
333-281807
10.20
August 28, 2024
10.23
Tender and Support Agreement, dated as of August 28, 2024, by and among Westrock Coffee Company and the warrant holders party thereto
S-4
333-281807
10.21
August 28, 2024
19
Westrock Coffee Company Insider Trading and Information Policy
*
21
List of Subsidiaries of Westrock Coffee Company
*
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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.
**
97
Westrock Coffee Company Compensation Recovery Policy (“Clawback Policy”)
10-K
001-41485
97
March 15, 2024
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
* Filed herewith.
** Furnished herewith.
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# Designates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
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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 12, 2025
By:
/s/ T. Christopher Pledger
Name:
T. Christopher Pledger
Title:
Chief Financial Officer
(Principal Financial Officer)
Date: March 12, 2025
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 12, 2025
Scott T. Ford
(Principal Executive Officer)
/s/ T. Christopher Pledger
Chief Financial Officer and Chief Administrative Officer
March 12, 2025
T. Christopher Pledger
(Principal Financial Officer)
/s/ Blake Schuhmacher
Chief Accounting Officer
March 12, 2025
Blake Schuhmacher
(Principal Accounting Officer)
/s/ Joe T. Ford
Chairman of the Board, Director
March 12, 2025
Joe T. Ford
/s/ R. Patrick Kruczek
Director
March 12, 2025
R. Patrick Kruczek
/s/ Hugh McColl, III
Director
March 12, 2025
Hugh McColl, III
/s/ R. Brad Martin
Director
March 12, 2025
R. Brad Martin
/s/ Mark Edmunds
Director
March 12, 2025
Mark Edmunds
/s/ Josie C. Natori
Director
March 12, 2025
Josie C. Natori
/s/ Leslie Starr
Director
March 12, 2025
Leslie Starr
/s/Oluwatoyin Umesiri
Director
March 12, 2025
Oluwatoyin Umesiri
/s/Jeffrey H. Fox
Director
March 12, 2025
Jeffrey H. Fox
/s/ Kenneth M. Parent
Director
March 12, 2025
Kenneth M. Parent
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SCHEDULE I
WESTROCK COFFEE COMPANY
PARENT COMPANY ONLY
CONDENSED BALANCE SHEET
(Thousands, except par value)
December 31, 2024
December 31, 2023
ASSETS
Cash and cash equivalents
$
189
$
49
Related party receivables
45
60
Total current assets
234
109
Deferred income taxes
5,024
4,332
Investment in consolidated subsidiaries
439,135
432,991
Total Assets
$
444,393
$
437,432
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities
$
1,475
$
30
Related party payables
9
4,645
Total current liabilities
1,484
4,675
Long-term debt, net
21,871
—
Convertible notes payable - related party, net
49,706
—
Warrant liabilities
—
44,801
Total liabilities
73,061
49,476
Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,511 shares and 23,512 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively, $ 11.50 liquidation value
273,850
274,216
Shareholders' Equity
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, 94,221 shares and 88,051 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively
942
880
Additional paid-in-capital
519,878
471,666
Accumulated deficit
( 442,922 )
( 362,624 )
Accumulated other comprehensive income (loss)
19,584
3,818
Total shareholders' equity
97,482
113,740
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity
$
444,393
$
437,432
See accompanying notes to the condensed financial statements.
S-1
Table of Contents
SCHEDULE I
WESTROCK COFFEE COMPANY
PARENT COMPANY ONLY
CONDENSED STATEMENTS OF OPERATIONS
Year Ended December 31,
(Thousands, except per share data)
2024
2023
2022
Costs of sales
$
2,341
$
—
$
—
Selling, general and administrative expense
9,268
8,764
Transaction, restructuring and integration expense
3,135
344
—
Total operating expenses
14,744
9,108
—
Loss from operations
( 14,744 )
( 9,108 )
—
Other (income) expense
Interest expense
3,288
—
—
Change in fair value of warrant liabilities
( 7,015 )
( 10,207 )
29,675
Other, net
—
( 24 )
—
Loss (earnings) from consolidated subsidiaries
69,973
39,006
23,364
Loss before income taxes
( 80,990 )
( 37,883 )
( 53,039 )
Income tax expense (benefit)
( 692 )
( 3,301 )
2,146
Net loss attributable to shareholders
( 80,298 )
( 34,582 )
( 55,185 )
Comprehensive loss attributable to common shareholders
$
( 64,183 )
$
( 24,822 )
$
( 95,754 )
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)
2024
2023
2022
Cash flows from operating activities:
Net cash used in operating activities
$
( 63,720 )
$
( 22,981 )
$
( 14,950 )
Cash flows from financing activities:
Proceeds from convertible notes payable
22,000
—
—
Proceeds from convertible notes payable - related party
50,000
—
—
Proceeds from related party debt
—
—
11,700
Payment of convertible notes payable issuance costs
( 511 )
—
—
Proceeds from de-SPAC merger and PIPE financing
—
—
255,737
Payment of common equity issuance costs
( 10 )
( 1,000 )
( 23,998 )
Proceeds from common equity issuance
635
118,767
—
Payment of preferred equity issuance costs
—
—
( 1,250 )
Common equivalent preferred dividends
—
—
( 4,380 )
Payment of taxes for net share settlement of equity awards
( 2,122 )
( 2,977 )
( 477 )
Proceeds from exercise of stock options
12
848
375
Proceeds from exercise of Public Warrants
—
2,632
—
Intercompany transactions, net
( 6,144 )
( 95,317 )
( 223,700 )
Net cash provided by financing activities
63,860
22,953
14,007
Net increase (decrease) in cash and cash equivalents and restricted cash
140
( 28 )
( 943 )
Cash and cash equivalents and restricted cash at beginning of period
49
77
1,020
Cash and cash equivalents and restricted cash at end of period
$
189
$
49
$
77
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