PYXUS INTERNATIONAL, INC. 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 of June 2, 2022 (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, of all of their
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 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 of
August 24, 2020 (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, 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 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" 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 by Pyxus Holdings (the "Existing Notes") pursuant to that
certain Indenture, dated as of August 24, 2020 (the "Existing Notes
Indenture"), by and among Pyxus 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 of Pyxus
Holdings' new 8.50% Senior Secured Notes due December 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, dated January 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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