Pyxus International (PYYX) 8-KPyxus Strengthens Capital Structure with Repurchases and Retirement of Long-term Debt

On March 25, 2024, Pyxus International, Inc. (the "Company") issued a press release relating to the Repurchase (as defined below), which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 7.01 and Exhibit 99.1 are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

On March 21, 2024, Pyxus Holdings, Inc. ("Holdings"), a wholly-owned subsidiary of the Company, entered into an agreement (the "Repurchase Agreement") with certain funds and accounts managed, advised or sub-advised by Monarch Alternative Capital LP (collectively, the "Holders"), pursuant to which Holdings is entitled to purchase from the Holders and retire (the "Repurchase") (i) $112.2 million aggregate principal amount of its 8.50% Senior Secured Notes due 2027 issued pursuant to the Indenture, dated as of February 6, 2023, by and among Holdings as issuer, the guarantors named therein, Wilmington Trust, National Association, as trustee, and Alter Domus (US) LLC, as collateral agent and (ii) $10.3 million aggregate principal amount of loans outstanding under the term loan credit facility pursuant to the Pyxus Term Loan Credit Agreement, dated as of February 6, 2023, by and among Holdings as borrower, the guarantors and the lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent, in each case subject to the terms and conditions therein.

The description of the Repurchase Agreement set forth herein is qualified in its entirety by reference to the text of the Repurchase Agreement, which is filed as Exhibit 99.2 hereto and is incorporated by reference herein.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of consents from any holders of securities, nor shall there be any sale of securities or solicitation of consents in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Any solicitation or offer will only be made pursuant to a separate disclosure statement and only to such persons and in such jurisdictions as permitted under applicable law.

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, except as required by law. 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. Any such forward-looking 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, 2023 and the subsequently filed quarterly reports on Form 10-Q