Item 1.01 Entry Into a Material Definitive Agreement
On
• the exchange by holders of 100% of the outstanding term loans (the "DDTL Facility Loans") under the Amended and Restated Term Loan Credit Agreement, effectuated pursuant to that certain Amendment and Restatement Agreement, dated as ofJune 2, 2022 (the "DDTL Credit Agreement"), by and amongIntabex 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, of all of their DDTL Facility Loans for (i) an equal principal amount of new senior secured term loans dueDecember 31, 2027 withPyxus 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 an exit fee payable under the DDTL Credit Agreement (the "DDTL Facility Exchange"); • the exchange by holders of 100% of the outstanding term loans (the "Exit Facility Loans") under the Exit Term Loan Credit Agreement, dated as ofAugust 24, 2020 (the "Exit Term Loan Credit Agreement"), by and amongPyxus Holdings , as borrower, the guarantors party thereto, the administrative agent and collateral agent thereunder, and the several lenders from time to time party thereto, of (i) 40% of their Exit Facility Loans for an equal principal amount of New Intabex Loans and (ii) 60% of their Exit Facility Loans (plus accrued and unpaid PIK interest thereon) for an equal principal amount of new senior secured term loans dueDecember 31, 2027 withPyxus Holdings as the borrower (the "New Pyxus Loans" and, together with the New Intabex Loans, the "New Term Loans" and the foregoing exchange, the "Exit Facility Exchange"); and • the exchange by holders of approximately 92.7% of the aggregate principal amount of the outstanding 10.000% Senior Secured First Lien Notes due 2024 issued byPyxus Holdings (the "Existing Notes") pursuant to that certain Indenture, dated as ofAugust 24, 2020 (the "Existing Notes Indenture"), by and amongPyxus Holdings , the guarantors party thereto and the trustee, collateral agent, registrar and paying agent thereunder, of all of their Existing Notes for an equal principal amount ofPyxus Holdings' new 8.50% Senior Secured Notes dueDecember 31, 2027 (the "New Notes" and, together with the New Term Loans, the "New Secured Debt"), pursuant to the terms described in the confidential offering memorandum and consent solicitation statement, datedJanuary 5, 2023 , as amended (the "Notes Exchange").
In conjunction with the Notes Exchange,
The Holding Companies also entered into an amendment to the ABL Credit
Agreement, dated as of
The Exchange Transactions and the related material definitive agreements are described in more detail below.
New Intabex Credit Facility
On the Settlement Date,
Item 1.02 Termination of a Material Definitive Agreement.
On the Settlement Date, as a result of the consummation of the DDTL Facility
Exchange and the Exit Facility Exchange,
In addition, on the Settlement Date, as a result of the effectiveness of the
Existing Notes Supplemental Indenture,
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Items 1.01 and 1.02 of this Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On
A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. Description 4.1 Indenture, dated as ofFebruary 6, 2023 , amongPyxus Holdings, Inc. , the guarantors party thereto,Wilmington Trust, National Association , as trustee, andAlter Domus (US) LLC , as collateral agent. 4.2 Second Supplemental Indenture, dated as ofFebruary 6, 2023 , to the Indenture, dated as ofAugust 24, 2020 , amongPyxus Holdings, Inc. , the guarantors party thereto andWilmington Trust, National Association , as trustee and collateral agent. 10.1 Pyxus Term Loan Credit Agreement, dated as ofFebruary 6, 2023 , amongPyxus Holdings, Inc. , the guarantors party thereto, the several lenders party thereto andAlter Domus (US) LLC , as administrative agent and senior collateral agent. 10.2 Intabex Term Loan Credit Agreement, dated as ofFebruary 6, 2023 , amongPyxus Holdings, Inc. ,Intabex Netherlands B.V ., the other guarantors party thereto, the several lenders party thereto andAlter Domus (US) LLC , as administrative agent and senior collateral agent. 10.3 Intercreditor and Collateral Agency Agreement, dated as ofFebruary 6, 2023 , amongPyxus Holdings, Inc. , the guarantors party thereto,Alter Domus (US) LLC , as New Intabex Term Loan Administrative Agent, New Pyxus Term Loan Administrative Agent and Senior Collateral Agent, andWilmington Trust, National Association , as Senior Notes Trustee. 10.4 Limited Consent and Amendment to ABL Credit Agreement, dated as ofJanuary 5, 2023 , by and amongPyxus Holdings, Inc. , the other borrowers and guarantors party thereto, the several lenders party thereto andPNC Bank, National Association , as administrative agent and collateral agent. 10.5 Amended and Restated ABL Intercreditor Agreement, dated as ofFebruary 6, 2023 , amongPyxus Holdings, Inc. , the guarantors party thereto,PNC Bank, National Association , as ABL Agent,Alter Domus (US) LLC , as Pyxus Term Loan Administrative Agent, Intabex Term Loan Administrative Agent and Senior Collateral Agent, andWilmington Trust, National Association , as Senior Notes Trustee. 99.1 Press release datedFebruary 6, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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