Westrock fee pany(WEST) - 2025 Q3 - Quarterly Results

Financing and Debt - The Borrower has raised not less than $30,000,000 from unsecured convertible debt securities, preferred equity interests, and/or common equity interests as part of the Amendment No. 5 Equity Contribution[6] - The Borrower has entered into a credit agreement with Wells Fargo Bank, N.A. as the administrative agent, with amendments made on February 14, 2023, June 30, 2023, February 15, 2024, January 15, 2025, and November 4, 2025[43] - The agreement includes a sustainability investment-linked revolving credit facility, indicating a focus on sustainable financing[44] - The credit facility is structured to support the Borrower's growth and expansion strategies, particularly in sustainability initiatives[44] - The Borrower has committed to using proceeds from the credit facility for specific purposes, including potential acquisitions and operational enhancements[36] - The Borrower is subject to Bail-In Legislation, which may affect its financial obligations[117] - The Borrower must comply with the Bankruptcy Code, which governs its financial restructuring processes[118] - The minimum borrowing amount for Term Benchmark Loans and ABR Loans is set at $1,000,000[137] - The borrowing multiple for Term Benchmark Loans is $500,000, while for ABR Loans it is $250,000[138] Credit Agreement and Amendments - The Amendment No. 5 was executed on November 4, 2025, amending the Existing Credit Agreement originally dated August 29, 2022[32] - The Existing Credit Agreement remains in full force and effect, ratified and confirmed by the parties[13] - The Borrower has executed the Amendment, constituting a legal, valid, and binding obligation enforceable against the Borrower[7] - The Borrower has paid all fees and expenses required on the Amendment No. 5 Effective Date pursuant to the Engagement Letter dated October 17, 2025[6] - The Borrower has confirmed that all representations and warranties in the Amended Credit Agreement are true and correct in all material respects as of the Amendment No. 5 Effective Date[8] - The Amendment No. 5 Arranger is entitled to all rights, privileges, and immunities applicable to the "Arranger" under the Loan Documents[18] Financial Performance - Adjusted Consolidated EBITDA for the fiscal quarter ended September 30, 2021, was $11,462,000[60] - Adjusted Consolidated EBITDA for the fiscal quarter ended December 31, 2021, was $11,544,000[60] - Adjusted Consolidated EBITDA for the fiscal quarter ended March 31, 2022, was $10,420,000[60] - Adjusted Consolidated EBITDA for the fiscal quarter ended June 30, 2022, was $12,471,000[60] - The Borrower reported a cumulative Consolidated Net Income of 50% since the fiscal quarter of the Closing Date[112] Compliance and Covenants - The agreement outlines various financial covenants and conditions of lending, ensuring compliance and risk management[36] - The Borrower is required to maintain certain financial ratios and provide regular compliance certificates to the lenders[36] - The Borrower is expected to provide regular updates on financial performance and strategic initiatives to the lenders[36] - The Borrower must provide a certificate from a Responsible Officer to terminate the Covenant Relief Period, demonstrating compliance with financial covenants[186] - The Secured Net Leverage Ratio must be less than 4.00 to 1.00 for the Borrower to terminate the Covenant Relief Period[186] - The Covenant Relief Period is set to end on October 1, 2026, unless terminated earlier by the Borrower[185] Collateral and Security Interests - The Collateral Agreement is to be executed on the Closing Date and may be amended or modified over time[161] - The Collateral and Guarantee Requirement includes the pledge of all outstanding Equity Interests directly owned by the Loan Parties[162] - The Borrower and its subsidiaries have made commercially reasonable efforts to perfect security interests in collateral, with a 90-day period post-closing for any collateral that could not be perfected on the closing date[165] - The provision and perfection of security interests in collateral are not conditions precedent to any Credit Event on the Closing Date[165] - The Borrower is required to deliver additional security documents as needed after the Closing Date[164] - The Collateral Agent requires evidence of insurance as per the terms outlined in Section 5.02[164] Legal and Regulatory Considerations - The Borrower is subject to Debtor Relief Laws, which affect the rights of creditors generally[192] - The Borrower has established a Benchmark Replacement mechanism to adapt to changes in interest rate benchmarks[120] - The Borrower has defined a Benchmark Transition Event that may trigger changes in its financial agreements[127] - The Borrower has a Beneficial Ownership Certification requirement as part of its compliance obligations[131] Other Financial Provisions - The definition of "Change of Control" includes the acquisition of 40% or more of the voting power of Holdings by any person or group[149] - The term "Capitalized Lease Obligations" refers to liabilities that must be capitalized on the balance sheet in accordance with GAAP[140] - The term "Cash Management Agreement" encompasses various treasury management services provided to the Borrower or its Subsidiaries[144] - Consolidated Debt includes all indebtedness for borrowed money and guarantees, determined on a consolidated basis[170] - Consolidated Net Income excludes extraordinary gains or losses, transaction costs, and any income from investments accounted for using the equity method[173] - Consolidated Total Assets are determined on a consolidated basis in accordance with GAAP, excluding amounts from Unrestricted Subsidiaries[180] - Consolidated Total Net Debt is calculated as Consolidated Debt minus the Unrestricted Cash Amount[181] - The Cumulative Qualified Equity Proceeds Amount includes 100% of net proceeds from the sale of Qualified Equity Interests received after the Closing Date[188] - The definition of "Default" includes any event that would constitute an Event of Default upon notice or lapse of time[193] - The term "Disqualified Lender" includes any person identified as a competitor of the Borrower or its Subsidiaries[200] - The term "Cure Amount" is defined in Section 7.02(a) and relates to the Borrower's obligations[190] - The Borrower may engage in Customary Bridge Financings, provided the long-term debt has a final maturity date no earlier than the Latest Maturity Date[190] Project Updates - The Borrower has completed the "water flow" project at its extraction, bottling, and canning facility in Conway, Arkansas, restoring operations to pre-project levels[6]