Introductory Note
As previously disclosed, the registrant, Old Holdco, Inc. (formerly known as Pyxus International, Inc.) (“Old Holdco”) and its subsidiaries Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products, LLC and GSP Properties, LLC (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization to effectuate a financial restructuring of the Debtors’ debt.
On August 21, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) pursuant to the Bankruptcy Code, which approved and confirmed the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Pyxus International, Inc. and Its Affiliated Debtors (as supplemented and amended, the “Plan”).
On August 24, 2020 (the “Effective Date”), the Plan became effective in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases. Any capitalized terms not defined in this Current Report on Form 8-K have the meanings assigned to them in the Plan.
| Item 1.02 | Termination of a Material Definitive Agreement |
Equity Interests
On the Effective Date, by operation of the Plan, all agreements, instruments and other documents evidencing, relating to or connected with any equity interests of Old Holdco, including Old Holdco’s common stock, no par value, issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no force or effect.
Debt Instruments
On the Effective Date, by operation of the Plan, all outstanding obligations under each of the following debt instruments were cancelled, and the applicable agreements governing such obligations were terminated:
| | • | | the ABL Credit Agreement dated as of October 14, 2016 by and among, amongst others, Old Holdco (formerly known as Alliance One International, Inc.), certain lenders party thereto, Wells Fargo Bank, National Association, as syndication agent, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent; |
| | • | | the Indenture dated as of October 14, 2016 among Old Holdco (formerly known as Alliance One International, Inc.), Alliance One Specialty Products, LLC, as initial guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, collateral agent, registrar and paying agent, relating to the First Lien Notes; and |
| | • | | the Indenture dated as of August 1, 2013 among Old Holdco (formerly known as Alliance One International, Inc.), Wilmington Trust, National Association, as trustee, collateral trustee, registrar and paying agent (as successor to Law Debenture Trust Company of New York, as trustee and as collateral trustee, and Deutsche Bank Trust Company Americas, as registrar and paying agent), relating to the Second Lien Notes. |
| Item 3.03 | Material Modification to the Rights of Security Holders |
The information set forth under Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant |
Pursuant to the Confirmation Order, on the Effective Date, the officers of Old Holdco became authorized to take all appropriate and necessary actions to dissolve, wind up, or merge out of existence Old Holdco. Pursuant to the Plan and the Confirmation Order, the business assets and operations of Old Holdco were vested in a new Virginia corporation, Pyxus Holdings, Inc., an indirect subsidiary of an additional Virginia corporation (“New Pyxus”) which has been renamed Pyxus International, Inc. upon completion of such transfer of assets and operations. Under the Plan, all suppliers, vendors, employees, trade partners, foreign lenders and landlords will be unimpaired by the Plan and will be satisfied in full in the ordinary course of business, and Old Holdco’s prior trade and customer contracts and terms will be maintained. New Pyxus will continue to operate its business in the ordinary course.
