Item 1.01. Entry into a Material Definitive Agreement.

Purchase Agreement

On February 3, 2020, Turning Point Brands, Inc., a Delaware corporation ("TPB" or the "Company"), and certain subsidiaries of the Company (the "Guarantors") entered into a purchase agreement (the "Purchase Agreement") with Barclays Capital Inc., as the representative (the "Representative") of the several initial purchasers named therein (collectively, the "Initial Purchasers"), to issue and sell $250,000,000 aggregate principal amount of its 5.625% Senior Secured Notes due 2026 (the "Notes") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Company estimates that the net proceeds from this offering will be approximately $245,000,000 after deducting the Initial Purchasers' discounts and commissions and its estimated offering expenses.

The Company intends to use the net proceeds from the issuance and sale of the Notes (i) to repay all obligations under and terminate the Company's Amended and Restated First Lien Credit Agreement dated as of March 7, 2018, as amended (the "2018 Credit Facility"), (ii) to pay related fees, costs and expenses and (iii) for general corporate purposes. The amounts drawn under the 2018 Credit Facility bear a variable interest rate, and as of September 30, 2020, the interest rate was 2.91%. The 2018 Credit Facility matures on March 7, 2023.

The Purchase Agreement contains customary representations, warranties and covenants by the Company and the Guarantors together with customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.

This 8-K does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these Notes in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 Item 1.01 above is incorporated herein by reference.




Item 8.01. Other Events.

On February 3, 2021, the Company issued a press release with respect to the pricing of its offer and sale of the Notes. A copy of this press release is filed as Exhibit 99.1 to this report and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Pres release of the Company dated February 3, 2021 announcing the

pricing of its private offering.

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

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