Westrock Coffee raises $75M in equity, cuts 2023 Adjusted EBITDA guidance to flat/up 10%

On June 30, 2023, Westrock Beverage Solutions, LLC (the “ Borrower ”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, entered into Amendment No. 2 (the “ Amendment ”) among the Borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, to the Credit Agreement dated as of August 29, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the effectiveness of the Amendment, the “ Existing Credit Agreement ” and, as amended by the Amendment, the “ Amended Credit Agreement ”), among the Borrower, the Company, Wells Fargo Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), as collateral agent and as swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, the issuing banks party thereto from time to time and the lenders party thereto from time to time.

On June 29, 2023, Westrock Coffee Company, a Delaware corporation (the “ Company ”), entered into a subscription agreement (the “ Subscription Agreement ”) with HF Direct Investments Pool, LLC (the “ HF Investor ”), an affiliate of HF Capital, LLC, pursuant to which the Company agreed to sell and issue to the HF Investor and the HF Investor agreed to purchase from the Company 5 million shares (the “ HF Subscription Amount ”) of common stock, par value $0.01 per share (the “ Common Shares ”), of the Company at a purchase price per share of $10.00 for aggregate gross proceeds to the Company of $50 million (such transaction, the “HF Investment ”).

In connection with the HF Investment, the HF Investor and the current parties to the Investor Rights Agreement entered into an amendment and restatement of the Investor Rights Agreement (the “ Amended and Restated Investor Rights Agreement ”).