Item 1.01. Entry Into a Material Definitive Agreement

Pyxus International, Inc. (the "Company") and its subsidiaries Pyxus Parent, Inc. ("Pyxus Parent") and Pyxus Holdings, Inc. ("Pyxus Holdings" and, together with the Company and Pyxus Parent, the "Holding Companies") entered into a Support and Exchange Agreement, effective as of December 27, 2022 (as amended or supplemented, including by joinders thereto, the "Support Agreement"), with a group of creditors, including Glendon Capital Management LP, Monarch Alternative Capital LP, Nut Tree Capital Management, L.P., Intermarket Corporation and Owl Creek Asset Management, L.P. on behalf of certain funds managed by them and/or certain of their advisory clients, as applicable (collectively, the "Supporting Holders"), holding in aggregate:



•    approximately 99.7% of outstanding term loans under the Amended and Restated
     Term Loan Credit Agreement, effectuated pursuant to that certain Amendment
     and Restatement Agreement, dated as of June 2, 2022, as amended or otherwise
     supplemented (the "DDTL Credit Agreement"), by and among Intabex Netherlands
     B.V., as borrower ("Intabex"), the guarantors party thereto, the
     administrative agent and collateral agent thereunder, and the several lenders
     from time to time party thereto (the "DDTL Facility Loans");



•    approximately 68.1% of outstanding term loans under the Exit Term Loan Credit
     Agreement, dated as of August 24, 2020, as amended or otherwise supplemented
     (the "Exit Term Loan Credit Agreement"), by and among Pyxus Holdings, as
     borrower, the guarantors party thereto, the administrative agent and
     collateral agent thereunder, and the several lenders from time to time party
     thereto (the "Exit Facility Loans"); and



•    approximately 64.1% of outstanding 10.000% Senior Secured First Lien Notes
     due 2024 issued by Pyxus Holdings (the "Existing Notes") pursuant to that
     certain Indenture, dated as of August 24, 2020, as amended or otherwise
     supplemented (the "Existing Notes Indenture"), by and among Pyxus Holdings,
     the guarantors party thereto and the trustee, collateral agent, registrar and
     paying agent thereunder.

Pursuant to the Support Agreement, the Supporting Holders have agreed to participate in a set of exchange transactions to be commenced by the Holding Companies (collectively, the "Exchange Transactions") that includes, among other things:



  •   Each holder of the DDTL Facility Loans being offered the opportunity to
      exchange all of its DDTL Facility Loans for (i) an equal principal amount of
      new senior secured term loans due December 31, 2027 with Pyxus Holdings as
      the borrower (the "New Intabex Loans") and (ii) additional New Intabex Loans
      in a principal amount equal to 2% of the principal amount of such holder's
      exchanged DDTL Facility Loans on account of the exit fee that would be
      payable under certain circumstances on the repayment of the DDTL Facility
      Loans (the "DDTL Facility Loans Exchange Offer");



  •   Each holder of the Exit Facility Loans being offered the opportunity to
      exchange (i) 40% of its Exit Facility Loans for an equal principal amount of
      New Intabex Loans and (ii) 60% of its Exit Facility Loans for an equal
      principal amount of new senior secured term loans due December 31, 2027 with
      Pyxus Holdings as the borrower (the "New Pyxus Loans" and, together with the
      New Intabex Loans, the "New Term Loans"); provided that, if less than all
      holders of Exit Facility Loans participate in the Exchange Transactions the
      amount of New Intabex Loans reserved for the non-participating holders shall
      be allocated ratably to the participating holders (and the amount of New
      Pyxus Loans to be issued to participating holders shall be reduced
      commensurately) (the "Exit Facility Loans Exchange Offer");



  •   Eligible holders of the Existing Notes being offered the opportunity to
      exchange any and all of their Existing Notes for an equal principal amount of
      new 8.50% Senior Secured Notes due December 31, 2027 (the "New Notes" and,
      together with the New Term Loans, the "New Secured Debt") to be issued
      pursuant to an exchange offer to be conducted by Pyxus Holdings (the "Notes
      Exchange Offer");

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  •   In conjunction with the Notes Exchange Offer, Pyxus Holdings soliciting
      consents from holders of the Existing Notes to amend the Existing Notes
      Indenture, the Existing Notes and the related intercreditor and security
      documents as necessary to, among other things, (i) eliminate most of the
      restrictive covenants and certain of the affirmative covenants in the
      Existing Notes Indenture, (ii) eliminate the change of control repurchase
      obligation in the Existing Notes Indenture, (iii) subordinate the Existing
      Notes in right of payment to existing and future senior indebtedness
      (including the New Secured Debt), (iv) eliminate certain events of default
      and (v) release all of the collateral securing the Existing Notes;



  •   In conjunction with the Exit Facility Loans Exchange Offer, Pyxus Holdings
      soliciting consents from holders of the Exit Facility Loans to amend the
      agreements governing such loans and any related intercreditor and security
      documents as necessary to, among other things, (i) eliminate most of the
      restrictive covenants, certain of the affirmative covenants and the mandatory
      prepayments in the Exit Term Loan Credit Agreement, (ii) make junior in
      priority of payment the Exit Facility Loans to the payment in full of the New
      Secured Debt and (iii) eliminate certain events of default;



  •   In conjunction with the DDTL Facility Loans Exchange Offer, Pyxus Holdings
      soliciting consents from holders of the DDTL Facility Loans to amend the
      agreements governing such loans and any related intercreditor and security
      documents as necessary to, among other things, (i) eliminate most of the
      restrictive covenants and certain of the affirmative covenants in the DDTL
      Credit Agreement, (ii) make junior in priority of payment the DDTL Facility
      Loans to the payment in full of the New Intabex Loans and (iii) eliminate
      certain events of default; and



  •   The Company soliciting consents from lenders under the credit agreement
      governing its asset-based revolving credit facility (the "ABL Credit
      Agreement") to amend the ABL Credit Agreement and the related intercreditor
      agreement (the "ABL Intercreditor Agreement") as necessary to, among other
      things, (i) modify certain covenants and (ii) give effect to and permit the
      other Exchange Transactions.

The Support Agreement provides that in order to participate in any Exchange Transaction, participating creditors must participate in all Exchange Transactions with respect to all Existing Notes, Exit Facility Loans and DDTL Facility Loans held by them (subject to certain terms, conditions and limitations set forth therein).

Interest on the New Term Loans will accrue at a fluctuating rate per annum based on the Secured Overnight Financing Rate, with a floor of 1.5% and a credit spread adjustment of 0.10% for all interest periods, plus 8.0%. Interest on the New Notes will accrue at a rate of 8.50% per annum and will be payable semi-annually in arrears.

The obligations of Pyxus Holdings under the New Secured Debt will be guaranteed by the Company, Pyxus Parent and all subsidiaries of the Company that are guarantors of the Exit Facility Loans and Existing Notes (collectively, the "New Secured Debt Obligors"). In addition, Intabex and Alliance One International Tabak B.V., who are the borrower and a guarantor of the DDTL Facility Loans, respectively, will each be a guarantor of the New Intabex Loans (together, the "Specified Intabex Obligors") but will not be guarantors of the New Notes or the New Pyxus Loans. The New Secured Debt will be secured (i) by a first-priority lien on substantially all assets of the New Secured Debt Obligors other than certain exclusions and certain collateral for which obligations under the ABL Credit Agreement are secured on a first-priority basis (the "ABL Priority Collateral") and (ii) by a second-priority lien on the ABL Priority Collateral. The New Intabex Loans will further be secured by a first-priority lien on certain assets of the Specified Intabex Obligors (the "Intabex Collateral"). In connection with the Exchange Transactions, the New Secured Debt Obligors will enter into a new intercreditor and collateral agency agreement (the "Intercreditor and Collateral Agency Agreement") with the notes trustee for the New Notes, the administrative agents for the New Term Loans and Exit Facility Loans and a common collateral agent, which will provide that the common collateral agent will hold a single lien for the benefit of holders of the New Notes, the New Term Loans and the Exit Facility Loans on all collateral securing the New Notes, the New Term Loans (other than the Intabex Collateral that only secures the New Intabex Loans) and the Exit Facility Loans (the "Collateral") and that any proceeds of the Collateral or other amounts received on account of the New Notes, New Term Loans or Exit Facility Loans following an event of default will be distributed first to the holders of the New Notes and the New Term Loans on a pro rata basis, then to the holders of the Exit Facility Loans on a pro rata basis, and then to any future junior debt on a pro rata basis. In . . .




Item 8.01. Other Events

On January 3, 2023, the Company issued a press release disclosing the events described in Item 1.01 above. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

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Forward-Looking Statements

Statements in this report contain forward-looking statements. You can identify these forward-looking statements by use of words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "will," "estimates," "intends," "projects," "goals," "targets," "could," "should," and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. Any forward-looking statement speaks only as of the date on which it is made, and the Company disclaims any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events. The Company cannot guarantee that any forward-looking statement will be realized, although the Company believes it has been prudent in its plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements in this Form 8-K. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying important risk factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by the Company. Any such statement is qualified by reference to the following cautionary statements. These factors include the factors discussed under the heading "Risk Factors" in the Company's Form 10-K for the fiscal year ended March 31, 2022 and the subsequently filed quarterly reports on Form 10-Q incorporated by reference therein and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



     Exhibit No.    Description

       10.1           Support and Exchange Agreement, effective as of December 27,
                    2022.

       99.1           Press Release, dated January 3, 2023.

       104          Cover Page Interactive Data File (embedded within the Inline XBRL
                    document).

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