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Related Party Transactions
 9 Months Ended
Sep. 30, 2023
Related Party Transactions  
Related Party Transactions

Note 21. Related Party Transactions

Prior to the Conversion, the Company had subordinated debt issued to Wooster Capital, LLC, which is owned and controlled by our co-founder and Chairman, Joe T. Ford, and the estate of Jo Ellen Ford, who have or had ownership in the Company. During 2022, Brown Brothers Harriman & Co., which is a holder of Westrock Series A Preferred Shares and participant of the August 2023 equity issuance, and prior to the Conversion was a holder of Westrock Series A and Series B Preferred Units, participated in Falcon’s working capital trade finance facility. As such, these persons and entities are deemed related parties.

The Consolidated Financial Statements reflect the following transactions with related parties:

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Three Months Ended September 30, 

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Nine Months Ended September 30, 

(Thousands)

    

2023

    

2022

    

2023

    

2022

Interest expense, net:

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Brown Brothers Harriman

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—

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—

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—

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541

Wooster Capital, LLC

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—

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207

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—

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503

Jo Ellen Ford

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—

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33

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—

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139

Total

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$

—

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$

240

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$

—

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$

1,183

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In connection with the acquisition of S&D Coffee, Inc. in February 2020, the Company entered into a Management Services Agreement with Westrock Group, LLC (“Westrock Group”), whose controlling manager and controlling member, Greenbrier Holdings, LLC, is owned and controlled by our co-founder and Chief Executive Officer Scott Ford. Under the terms of the agreement, which expired in February 2023, Westrock Group was paid $10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Condensed Consolidated Statements of Operations. The Company recognized no expenses and $0.6 million of such expenses during the three and nine months ended September 30, 2023, respectively, and $0.8 million and $2.5 million of such expenses during the three and nine months ended September 30, 2022, respectively. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expenses. For the three and nine months ended September 30, 2023, the Company recognized expenses of $0.5 million and $1.3 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2022, the Company recognized expenses of $0.3 million and $1.0 million, respectively, for such items. At September 30, 2023 and December 31, 2022, we had no amounts payable to Westrock Group.