Pyxus International proposes up to $85M equity offering
The exchanges and equity offering must close substantially concurrently and depend on specified creditor participation and consent conditions.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Pyxus International, Inc. (PYYX) signed a support agreement with holders of approximately 74.9% of Pyxus term loans, 67.9% of Intabex term loans and 56.0% of its 8.50% senior secured notes. Per $1,000 exchanged, noteholders and Pyxus term lenders would be offered $344.37 in common stock at $3.25 per share plus $675.90 principal of new notes; Intabex lenders would be offered $679.41 principal of new notes and $344.37 cash. A private offering of up to $85 million at $2.50 per share would partly fund the Intabex cash consideration and expenses.
If completed in full, the transactions are expected to convert approximately $92 million into equity, pay down $65 million and extend maturities for approximately $300 million of remaining debt. Closing depends on consents and participation from holders of at least 99% of each debt class, subject to specified waivers, and all exchanges and the equity offering must close substantially concurrently. Proposed amendments would remove most restrictive covenants and subordinate existing debt; the notes’ change-of-control repurchase obligation would be eliminated, with collateral release conditioned on Supporting Holders and other participating holders collectively holding at least two-thirds of the notes’ aggregate principal on the Closing Date. Completion is expected by December 15, 2026, unless extended.
Filing Explained
At closing, specified creditor premiums and signing payments add stock issuance beyond the exchange and offering shares, increasing dilution for existing common holders.
At closing, specified creditor premiums and signing payments add stock issuance beyond the exchange and offering shares, increasing dilution for existing common holders.
The
At closing, backstop parties are to receive an
These payments are separate from the shares contemplated in the exchanges and the equity offering of up to
Holders participating within ten business days after launch receive the stated consideration, while later participants receive
The support agreement requires the notes exchange offer to begin no later than ten days after its effective date; the other exchanges and offering are to follow as promptly as reasonably practicable, with final terms set in the launch documents.
8-K Event Classification
5 items: 1.01, 3.03, 7.01, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Equity offering maximum: Up to $85 million
Subscription price: $2.50 per share
Debt converted into equity: Approximately $92 million
+5 more
8 metrics
Equity offering maximum
Up to $85 million
Private equity offering
Subscription price
$2.50 per share
Equity offering
Debt converted into equity
Approximately $92 million
If the Exchange Transactions are consummated in full
Debt paydown
$65 million
If the Exchange Transactions are consummated in full; from Equity Offering proceeds
Existing Secured Debt with extended maturities
Approximately $300 million
If the Exchange Transactions are consummated in full
Total revenue
$2.522 billion
FY27E management presentation projection
Total revenue
$2.436 billion
FY28E management presentation projection
Total revenue
$2.558 billion
FY29E management presentation projection
Key Terms
Equitization Price, New Exchange Notes, Adjusted EBITDA, Unlevered Free Cash Flow, +1 more
5 terms
Equitization Price financial
"at a price of $3.25 per share (the Equitization Price)"
New Exchange Notes financial
"new senior secured notes due December 31, 2031 (the New Exchange Notes)"
Adjusted EBITDA financial
"Adjusted EBITDA $223mm $226mm $257mm"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Unlevered Free Cash Flow financial
"Unlevered Free Cash Flow $204mm $181mm $148mm"
Unlevered free cash flow is the cash a company generates from its core business after paying operating costs and reinvesting in the business, but before any interest or debt repayments. It shows how much cash would be available to all providers of capital—owners and lenders alike—and helps investors compare underlying business performance and value companies without the distortion of different debt levels, like judging a car’s fuel efficiency before adding cargo weight.
preemptive rights regulatory
"waived all preemptive rights and related notice rights"
A shareholder's preemptive rights are contractual or legal rights to buy new shares first when a company issues more stock, so existing owners can maintain their percentage ownership and voting power. Think of it like getting first dibs on extra slices when a pie is cut again: it limits dilution of ownership and influence by letting current holders purchase enough new shares to keep their stake from shrinking.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What would PYYX creditors receive in the proposed exchanges?
Per $1,000 of Existing Notes or Pyxus Term Loans, the proposed consideration is $344.37 in common stock at $3.25 per share and $675.90 principal of new senior secured notes due December 31, 2031. Per $1,000 of Intabex Term Loans, holders would receive $679.41 principal of those notes and $344.37 cash.
How much is PYYX’s equity offering, and how would it be allocated?
The private equity offering is for up to $85 million at $2.50 per share, for qualified holders. Of that amount, $42.5 million is reserved for direct purchase by the Backstop Parties; the remaining $42.5 million is allocated pro rata, with $37.5 million backstopped. Proceeds would help fund Intabex cash consideration and transaction fees and expenses. The shares would not be available to retail investors.
What do PYYX creditors receive if they participate after the first 10 business days?
Holders participating after the first 10 business days following launch would receive 95% of the stated consideration. Per $1,000 of Existing Notes or Pyxus Term Loans, that is $327.15 in common stock at $3.25 per share and $642.11 principal of new notes; per $1,000 of Intabex Term Loans, it is $645.44 principal of new notes and $327.15 cash.
What conditions apply to PYYX’s proposed debt exchanges?
Closing depends on definitive documentation, required consents, and participation and consents from holders of at least 99% of each debt class. The company and Majority Supporting Holders may waive that threshold; for the Existing Notes, the company may reduce it to 97% if it is aware, or has reason to believe, that more than 1% are held by holders that are not Eligible Holders. The exchanges and equity offering must close substantially concurrently.
What financial projections were included in PYYX’s Cleansing Material?
The management presentation included FY27E, FY28E and FY29E total revenue projections of $2.522 billion, $2.436 billion and $2.558 billion, respectively, and adjusted EBITDA projections of $223 million, $226 million and $257 million. Pyxus said the material was prepared for discussions and should not be relied on for an investment decision or as a prediction of future events.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2026
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(919 ) 379-4300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement | ||||
Pyxus International, Inc. (the "Company") and its subsidiaries Pyxus Parent, Inc. ("Pyxus Parent") and Pyxus Holdings, Inc. ("Pyxus Holdings" and, together with the Company and Pyxus Parent, the "Holding Companies") entered into a Transaction Support Agreement, effective as of November 5, 2026 (as amended or supplemented, including by joinders thereto, the "Transaction Support Agreement"), with a group of creditors, including Glendon Capital Management, LP, Intermarket Corporation, Owl Creek Asset Management, L.P., Acasta Partners, Concise Capital Management, Park West Asset Management LLC, and Northeast Investors Trust, on behalf of certain funds managed by them and/or certain of their advisory clients, as applicable (together with any holders that subsequently become party to the Transaction Support Agreement, the "Supporting Holders"), holding in aggregate:
•approximately 74.9% of outstanding term loans under the Pyxus Term Loan Credit Agreement, dated as of February 6, 2023 (the "Pyxus Credit Agreement"), among Pyxus Holdings, as borrower, the guarantors party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative agent and senior collateral agent (the "Pyxus Term Loans");
•approximately 67.9% of outstanding term loans under the Intabex Term Loan Credit Agreement, dated as of February 6, 2023 (the "Intabex Credit Agreement"), among Pyxus Holdings, as borrower, Intabex Netherlands B.V., the guarantors party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative agent and senior collateral agent (the "Intabex Term Loans"); and
•approximately 56.0% of outstanding 8.50% Senior Secured First Lien Notes due 2027 issued by Pyxus Holdings (the "Existing Notes" and, together with the Pyxus Term Loans and the Intabex Term Loans, the "Existing Debt") pursuant to that certain Indenture, dated as of February 6, 2023, as amended or otherwise supplemented (the "Existing Notes Indenture"), by and among Pyxus Holdings, the guarantors party thereto and Wilmington Trust, National Association, as trustee, registrar and paying agent, and Alter Domus (US) LLC, as collateral agent.
Pursuant to the Transaction Support Agreement, the Supporting Holders have agreed to support and participate in a set of exchange transactions that the Holding Companies intend to commence following the date hereof (collectively, the "Exchange Transactions") and that are expected to include, among other things:
•Eligible Holders (as defined in the Transaction Support Agreement) of the Existing Notes to be offered the opportunity to exchange all of their Existing Notes, pursuant to an exchange offer to be conducted by Pyxus Holdings and the Company (the "Notes Exchange Offer" and, together with the Pyxus Term Loan Exchange Offer and the Intabex Term Loan Exchange Offer (each as defined below), the "Debt Exchanges"), for (i) $344.37 in value of shares of the Company’s common stock (the "Common Stock") at a price of $3.25 per share (the "Equitization Price"); and (ii) $675.90 in aggregate principal amount of new senior secured notes due December 31, 2031 (the "New Exchange Notes") to be issued by Pyxus Holdings and guaranteed by the Company, Pyxus Parent and those subsidiaries of the Company that guarantee the Existing Debt (including the Intabex Term Loans), in each case, per $1,000 aggregate principal amount of Existing Notes validly tendered at or prior to the expiration date of the Notes Exchange Offer and accepted for exchange;
•Each holder of the Pyxus Term Loans to be offered the opportunity to sell or exchange all of its Pyxus Term Loans to the Company in exchanges, open market purchases, privately negotiated transactions or such other means as the Holding Companies deem appropriate for (i) $344.37 in value of shares of Common Stock at the Equitization Price; and (ii) $675.90 in aggregate principal amount of New Exchange Notes, in each case, per $1,000 aggregate principal amount of Pyxus Term Loans (the "Pyxus Term Loan Exchange Offer"); and
•Each holder of the Intabex Term Loans to be offered the opportunity to sell or exchange all of its Intabex Term Loans to the Company in exchanges, open market purchases, privately negotiated transactions or such other means as the Holding Companies deem appropriate for (i) $679.41 in aggregate principal amount of New Exchange Notes and (ii) $344.37 in cash consideration, in each case per $1,000 aggregate principal amount of Intabex Term Loans (the "Intabex Term Loan Exchange Offer"). Such cash consideration will be funded from proceeds of the Equity Offering (as defined below).
The Exchange Transactions have not yet commenced. The terms described above remain subject to change and will be set forth in the definitive offering documents distributed to Eligible Holders upon commencement. Pursuant to the Transaction Support Agreement, the Holding Companies have agreed to commence the Notes Exchange Offer no later than ten days after the effective date of the Transaction Support Agreement, and to commence the Pyxus Term Loan Exchange Offer, the Intabex Term Loan Exchange Offer and the Equity Offering as promptly as reasonably practicable thereafter.
Holders that validly participate in the Debt Exchanges within ten business days after the launch thereof will receive the consideration described above. Holders that participate thereafter will receive 95% of such consideration, including, in the case of the Notes Exchange Offer and the Pyxus Term Loan Exchange Offer, $327.15 in value of shares of Common Stock at the Equitization Price and $642.11 in aggregate principal amount of New Exchange Notes per $1,000 aggregate principal amount of Existing Notes or Pyxus Term Loans, as applicable, and in the case of the Intabex Term Loan Exchange Offer, $645.44 in aggregate principal amount of New Exchange Notes and $327.15 in cash consideration per $1,000 aggregate principal amount of Intabex Term Loans.
In conjunction with, and upon commencement of, the Notes Exchange Offer, the Company intends to solicit consents from holders of the Existing Notes to amend the Existing Notes Indenture and the related intercreditor and security documents as necessary to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the Existing Notes Indenture, (ii) eliminate the change of control repurchase obligation in the Existing Notes Indenture, (iii) subordinate in right of payment the Existing Notes and guarantees thereof to the Company’s existing and future senior unsubordinated indebtedness, including the New Exchange Notes and the ABL Credit Agreement (as defined in the Transaction Support Agreement), (iv) eliminate certain events of default and (v) assuming the Supporting Holders holding Existing Notes and the other participating holders of Existing Notes collectively hold at least two-thirds in aggregate principal amount of the Existing Notes on the Closing Date (as defined below), release all of the collateral securing the Existing Notes.
In conjunction with, and upon commencement of, the Pyxus Term Loan Exchange Offer and the Intabex Term Loan Exchange Offer, the Company intends to solicit consents from holders of the Pyxus Term Loans and Intabex Term Loans to amend the Pyxus Credit Agreement, the Intabex Credit Agreement and the related intercreditor and security documents as necessary to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the Pyxus Credit Agreement and the Intabex Credit Agreement, (ii) consent to the Exchange Transactions and the Equity Offering, (iii) subordinate in right of payment the Pyxus Term Loans and Intabex Term Loans and guarantees thereof to the Company’s existing and future senior unsubordinated indebtedness, including the New Exchange Notes and the ABL Credit Agreement, and (iv) eliminate certain events of default.
Pursuant to the Transaction Support Agreement, the Company will offer to qualified holders of the Existing Notes, the Pyxus Term Loans and the Intabex Term Loans (including the Supporting Holders) the opportunity to participate, following commencement of the Debt Exchanges, in a private equity offering of up to $85,000,000 (the "Equity Offering"), at a subscription price of $2.50 per share (the "Subscription Price"). $42,500,000 of the Common Stock offered in the Equity Offering will be reserved for, and will be purchased directly by, the Backstop Parties (as defined below). The remaining $42,500,000 will be allocated pro rata among all Eligible Holder participants, of which $37,500,000 will be backstopped by the Backstop Parties (as defined below). Proceeds of the Equity Offering will be used, among other things, to fund the cash consideration of the Intabex Term Loan Exchange Offer and to pay
transaction fees and expenses. The Common Stock issued in the Equity Offering will be issued in a private placement without registration rights, and therefore will not be available to retail investors.
In connection with the Transaction Support Agreement, certain of the Supporting Holders (in such capacity, the "Backstop Parties") entered into a backstop purchase agreement, dated as of the date of the Transaction Support Agreement (the "Backstop Purchase Agreement"), pursuant to which the Backstop Parties will, subject to the terms and conditions set forth therein, backstop $37,500,000 of the Equity Offering. In consideration for such commitment, the Backstop Parties will receive, on the closing date of the Exchange Transactions (the "Closing Date"), a premium of $8,375,000, payable in shares of Common Stock at the Subscription Price (the "Backstop Put Option Premium"), and certain of the Backstop Parties will receive an additional premium of $6,000,000, payable in shares of Common Stock at the Subscription Price (the "SteerCo Put Option Premium"). In addition, on the Closing Date, the Company will pay an early signing payment of $8,000,000 to the members of the ad hoc group of Supporting Holders that executed the Transaction Support Agreement on or prior to its effective date, payable in shares of Common Stock at the Subscription Price (the "Early Signing Payment"). Each of the Backstop Put Option Premium, the SteerCo Put Option Premium and the Early Signing Payment will be paid in accordance with the terms of the Transaction Support Agreement and the Backstop Purchase Agreement.
In connection with the Exchange Transactions, (i) the Shareholders Agreement of the Company, dated as of August 24, 2020 (the "Existing Shareholders Agreement"), will be amended and restated on the Closing Date, (ii) the Company’s existing management incentive plan will be resized or reconfigured to account for the dilution resulting from the Equity Offering and the Debt Exchanges, and (iii) the definitive documentation for the Debt Exchanges will include customary mutual releases among the Company and the participating holders of known and unknown claims existing as of the Closing Date.
In addition, on November 5, 2026, in connection with the entry into the Transaction Support Agreement, the Company entered into an Amendment and Waiver to Shareholders Agreement (the "Shareholders Agreement Amendment") with Glendon Capital Management, LP, Monarch Alternative Capital LP, Owl Creek Asset Management, L.P. and Intermarket Corporation, in each case on behalf of certain funds and accounts managed by them or their affiliates (collectively, the "Consenting Investors"). Pursuant to the Shareholders Agreement Amendment, (i) each Consenting Investor, on behalf of itself and its affiliates that hold Common Stock, irrevocably waived all preemptive rights and related notice rights under Article IV of the Existing Shareholders Agreement in connection with any issuance or sale of Common Stock or other securities pursuant to, in connection with or otherwise consistent with the Transaction Support Agreement and the Exchange Transactions, and (ii) Section 4.8 of the Existing Shareholders Agreement (Excluded Transactions) was amended to provide that the preemptive and related notice rights under Article IV of the Existing Shareholders Agreement do not apply to any such issuance or sale, including issuances of Common Stock in the Debt Exchanges and the Equity Offering, pursuant to the Backstop Purchase Agreement and in respect of the Backstop Put Option Premium, the SteerCo Put Option Premium, the Early Signing Payment and any other premiums or signing payments payable in accordance with the Transaction Support Agreement.
The Transaction Support Agreement contains certain covenants on the part of each of the Holding Companies and the Supporting Holders, including, among other things, (i) commitments to support, and use commercially reasonable efforts to take all actions necessary or reasonably requested to facilitate, the consummation of the Exchange Transactions and the Equity Offering in accordance with the terms, conditions and applicable deadlines set forth in the Transaction Support Agreement, (ii) commitments by the parties to negotiate in good faith to finalize the documents and agreements effectuating the Exchange Transactions and the Equity Offering, (iii) for the Holding Companies to commence the Notes Exchange Offer no later than ten days after the effective date of the Transaction Support Agreement, and the Pyxus Term Loan Exchange Offer, the Intabex Term Loan Exchange Offer and the Equity Offering as promptly as reasonably practicable thereafter, (iv) for each Supporting Holder to exchange or tender all of its Existing Debt in the applicable Debt Exchange, deliver the related consents and not withdraw such
Existing Debt, to vote its Common Stock in favor of the amendment and restatement of the Existing Shareholders Agreement and to agree to customary mutual releases, (v) restrictions on transfers by Supporting Holders of Existing Debt and Common Stock unless the transferee agrees to be bound by the Transaction Support Agreement, (vi) for the Holding Companies not to amend the material terms of the Exchange Transactions or the Equity Offering without the consent of Supporting Holders that are members of the ad hoc group of creditors party to the Transaction Support Agreement (the "Initial Supporting Creditors") holding a majority in aggregate principal amount of the Existing Debt held by all Initial Supporting Creditors (the "Majority Supporting Holders"), and (vii) for the Company to pay the reasonable and documented fees and expenses of counsel to the Supporting Holders. The obligations of the Supporting Holders under the Transaction Support Agreement are several and not joint.
Pursuant to the Transaction Support Agreement, the closing of the Exchange Transactions and the Equity Offering is subject to the satisfaction of certain conditions, including execution and delivery of definitive documentation with respect to the Exchange Transactions and the Equity Offering, receipt of all necessary consents to the consummation of the Exchange Transactions, including obtaining the consent of the requisite lenders under the ABL Credit Agreement and the participation of, and receipt of consents from, holders of at least 99% of the outstanding principal amount of each of the Existing Notes, the Pyxus Term Loans and the Intabex Term Loans (which threshold may be waived by the Company and the Majority Supporting Holders and, in the case of the Existing Notes, may be reduced by the Company to 97% if the Company is aware, or has reason to believe, that more than 1% of the Existing Notes are held by holders that are not Eligible Holders), the Transaction Support Agreement and the Backstop Purchase Agreement remaining in full force and effect, payment of the Early Signing Payment, the SteerCo Put Option Premium, the Backstop Put Option Premium and the fees of Paul Hastings LLP, the absence of any injunction or order preventing consummation, receipt of required governmental and third-party approvals, and other customary closing conditions. The Transaction Support Agreement also provides that none of the Debt Exchanges or the Equity Offering may be consummated unless all of them, together with the amendments described above, are consummated or become effective substantially concurrently. There can be no assurance that each of the closing conditions will be satisfied or waived.
The Transaction Support Agreement will terminate as to all parties upon the earliest of (i) the consummation of the Exchange Transactions and the Equity Offering, (ii) mutual written consent of Pyxus Holdings and the Majority Supporting Holders, (iii) the date that is 90 days after the effective date of the Transaction Support Agreement, if the Exchange Transactions and the Equity Offering have not been consummated before such date, unless waived by Pyxus Holdings and the Majority Supporting Holders, (iv) written notice by the Majority Supporting Holders of a material breach by any Holding Company of its covenants, or of its representations and warranties having become materially untrue, that (if capable of cure) is not cured within ten business days after notice, (v) written notice by the Company of a material breach by any Supporting Holder of its covenants, or of its representations and warranties having become materially untrue, that (if capable of cure) is not cured within ten business days after notice, (vi) written notice by the Company or the Majority Supporting Holders (as applicable) that any condition to the consummation of the Exchange Transactions has become impossible to satisfy or waive prior to the date described in clause (iii) above (provided that a failure to satisfy the minimum participation condition described above will not, by itself, be deemed to make such condition incapable of satisfaction for so long as holders of at least 66.67% of the outstanding principal amount of each tranche of the Existing Debt are Supporting Holders or have tendered or delivered consents in the Debt Exchanges by the stated deadline for participation), (vii) the termination of the Backstop Purchase Agreement, (viii) the commencement of insolvency proceedings by or against certain of the Holding Companies and their subsidiaries (subject to specified grace periods) and (ix) written notice by the Company to counsel to the Supporting Holders stating that, upon the advice of outside counsel, its continued performance under the Transaction Support Agreement would be inconsistent with its applicable fiduciary duties. The Transaction Support Agreement will terminate as to any Supporting Holder upon written notice by the Company of a material breach by such Supporting Holder of its covenants, or of its representations and warranties having become materially untrue, that (if capable of
cure) is not cured within ten business days after notice. The Majority Supporting Holders may also terminate the Transaction Support Agreement as to all parties upon the public announcement by a Holding Company of its intention to pursue an alternative transaction, the issuance of a final, non-appealable order enjoining the consummation of a material portion of the Exchange Transactions, or the adjudication of a Holding Company as bankrupt or insolvent, and any Initial Supporting Creditor may terminate the Transaction Support Agreement solely as to itself upon any amendment that decreases the Early Signing Payment payable to it. In addition, the Transaction Support Agreement does not require the Holding Companies to take, or refrain from taking, any action to the extent the special committee of the board of directors of the Company determines in good faith, considering the advice of outside counsel, that doing so is reasonably required to comply with its fiduciary duties.
The Transaction Support Agreement and the Exchange Transactions described above were unanimously recommended by a special committee of the Board of Directors of the Company comprising a majority of the disinterested members and approved by the Board of Directors of the Company.
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. The Exchange Transactions and the Equity Offering have not yet commenced, and no offer or solicitation is being made hereby. Any solicitation or offer will only be made pursuant to a separate disclosure document distributed to the relevant holders of securities upon commencement of the applicable transaction.
The foregoing is a summary of the material terms of, and is qualified by, the Transaction Support Agreement and the exhibits thereto, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. The foregoing description of the Shareholders Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
| Item 3.03 | Material Modification to Rights of Security Holders | ||||
The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Shareholders Agreement Amendment is incorporated by reference into this Item 3.03.
| Item 7.01 | Regulation FD Disclosure | ||||
The Company entered into confidentiality agreements (the "Confidentiality Agreements") with certain Supporting Holders in order to engage in strategic discussions regarding the Company’s capital structure which ultimately led to the Transaction Support Agreement described in Item 1.01 of this Current Report on Form 8-K. The Confidentiality Agreements require the Company to publicly disclose certain confidential information provided to such parties in connection with such discussions (the "Cleansing Material") upon the occurrence of certain events. The Company is furnishing the Cleansing Material, including certain financial projections previously provided to such parties, as Exhibit 99.1 in satisfaction of its obligations under the Confidentiality Agreements.
The Cleansing Material was prepared for purposes of discussion with parties to the Confidentiality Agreements and was not prepared with a view toward public disclosure. The Cleansing Material should not be relied upon to make an investment decision with respect to the Company nor as a prediction of future events. Neither the Company nor any of its affiliates or representatives or any third party has made or makes any representation to any person regarding the accuracy or completeness of the
Cleansing Material, and none of them undertakes any obligation to update the Cleansing Material or to reflect the occurrence of future events.
The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K (as to Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information contained in Items 7.01 and 9.01 (as to Exhibit 99.1) of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events | ||||
On November 5, 2026, the Company issued a press release disclosing the events described in Item 1.01 above. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated by reference herein.
Forward-Looking Statements
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, including whether the conditions specified in the Transaction Support Agreement will be satisfied, whether the Notes Exchange Offer, the Pyxus Term Loan Exchange Offer, the Intabex Term Loan Exchange Offer and the Equity Offering will commence within the time periods anticipated or at all, and whether the transactions contemplated thereby will be completed within the time period anticipated or at all, 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. 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. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying important risk factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by the Company. Any such 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, 2026 and the subsequently filed quarterly reports on Form 10-Q incorporated by reference therein and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
Exhibit No. | Description | |||||||
| 10.1 | Transaction Support Agreement, effective as of November 5, 2026 | |||||||
| 10.2 | Amendment and Waiver to Shareholders Agreement, dated November 5, 2026, by and among Pyxus International, Inc. and the Consenting Investors party thereto | |||||||
| 99.1 | Cleansing Material | |||||||
| 99.2 | Press Release, dated November 5, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 5, 2026
| PYXUS INTERNATIONAL, INC. | ||||||||
| By: | /s/ T. David Singer | |||||||
| T. David Singer | ||||||||
| Senior Vice President – Chief Legal Officer and Secretary | ||||||||
Cleansing Material
13 124 191 0 187 201 239 99 72 255 206 49 142 197 63 Gradient Gradient Disclaimer on Forward-Looking Statements and Other Matters 1 Cautionary Statements Regarding Forward-looking Statements. This presentation includes statements regarding expectations of performance or other matters that may affect the business, re sults of operations, or financial condition of Pyxus International, Inc. (“Pyxus,” the “Company,” “we,” “us” or “our”) and are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 and are subject to change. These forward-looking statements, which are based on current expectations of future events, may be identified by the use of words such as "strategy," "expects," "continu es," "plans," "anticipates," "believes," "will," "estimates," "intends," "projects," "goals," "targets," and other words of similar meaning. These forward-looking statements also may be identified by the fact that they do not relate strictly to historical facts. These forward-looking statements are based on various assumptions, whether or not identified in this presentation, are not guarantees of future performance, a nd reflect management’s current expectations. If underlying assumptions prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. These risks and uncertainties include those discussed in our Annual Report on Form 10-K for the year ended March 31, 2026, our most recent Quarterly Report on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission. These risks and uncertainties include, but are not limited to: our reliance on a small number of significant customers; continued vertica l integration by our customers; global shifts in sourcing customer requirements; the imposition of tariffs and other changes in international trade policies; shifts in the global supply and demand position for tobacco products; variation in our financial results due to growing conditions, customer indications and other factors; loss of confidence in us by our customers, farmers and other suppliers; migration of suppliers who have historically grown tobacco and from whom we have purchased tobacco toward growing other crops; risks related to our advancement of inputs to tobacco suppliers to be settled upon the suppliers delivering us unprocessed tobacco at the end of the growing season; risks that the tobacco we purchase directly from suppliers will not meet our customers’ quality and quantity requirements; weather and other environmental conditions that can affect the marketability of our inventory; international business risks, including unsettled political conditions, uncertainty in the enforcement of legal obligations, including the collection of accounts receivable, fraud risks, expropriation, import and export restrictions, exchange controls, inflationary economies, currency risks and risks related to the restrictions on repatriation of earnings or proceeds from liquidated assets of foreign subsidiaries; risks related to the fact that many of our operations are located in jurisdictions that pose a high risk of potential violations of the Foreign Corrupt Practices Act; risks and uncertainties related to geopolitical conflicts, including the conflicts in the Middle East and disruptions affecting shipping in the area; impacts of international sanctions on our ability to sell or source tobacco in certain regions; exposure to foreign tax regimes in which the rules are not clear, are not consistently applied and/or are subject to sudden change; fluctuations in foreign currency exchange and interest rates; competition with the other primary global independent leaf tobacco merchant and independent leaf merchants; disruption, failure or security breaches of our info rmation technology systems and other cybersecurity risks; continued high inflation; risks related to material weaknesses we have identified related to our internal controls in certain prior years, and the fact that there can be no assurance that material weaknesses will not be identified in the future; regulations regarding environmental matters; risks related to our capital structure, including risk s related to our significant debt and our ability to continue to finance our non-U.S. local operations with uncommitted short-term operating credit lines at the local level; our ability to continue to access capital markets to obtain long-term and short-term financing; potential failure of foreign banks in which our subsidiaries maintain deposits or the failure by such banks to transfer funds or honor withdrawals; the risk tha t, because our ability to generate cash depends on many factors beyond our control, we may be unable to generate the significant amount of cash required to service our indebtedness; our ability to refinance ou r current credit facilities at the same availability or at similar interest rates; failure to achieve our stated goals, which may adversely affect our liquidity; developments with respect to our liquidity needs and sources of liquidity; volatility and disruption of global credit markets; failure by counterparties to derivative transactions to perform their obligations; increasing scrutiny and changing expectations from go vernments, as well as other stakeholders such as investors and customers, with respect to our environmental, social and governance policies, including sustainability policies; inherent risk of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused significant loss, injury, or death; risks associated with the ability certain shareholders have to exercise contr olling influence on various corporate matters; reductions in demand for consumer tobacco products; risks and uncertainties related to pandemics or other widespread health crises and any related shipping con straints, labor shortages and supply-chain impacts; legislative and regulatory initiatives that may reduce consumption of consumer tobacco products and demand for our products and services and increase re gulatory burdens on us or our customers; government actions that significantly affect the sourcing of tobacco, including governmental actions to identify and assess crop diversification init iatives and alternatives to leaf tobacco growing in countries whose economies depend upon tobacco production; governmental investigations into, and litigation concerning, leaf tobacco industry buying and other payment practices; and impact of potential regulations to prohibit the sale of cigarettes in the United States other than low-nicotine cigarettes. The forward-looking statements in this presentation are current only as of the date hereof, and Pyxus assumes no obligation to revise or update any forward-looking statement, except as required by law.
13 124 191 0 187 201 239 99 72 255 206 49 142 197 63 Gradient Gradient Disclaimer on Forward-Looking Statements and Other Matters 2 Confidential Information; Disclaimer. This presentation, the information contained herein and the materials accompanying it (together with any related oral commentary and any oral or written supplemental materials or updates, collectively, the "Presentation") constitutes confidential information and is provided to you on the condition that you agree to hold it in str ict confidence and in accordance with the confidentiality agreement (the “NDA”) between you or your affiliate and Pyxus. This Presentation does not constitute an offer to sell or a solicitation of an offer to purchase any security, option, commodity, future, loan or currency, nor a commitment to underwrite any security, to loan any funds or to make any investment, nor shall there be any such offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorized or would be unlawful. This Presentation (including the information contained herein) is not, and under no circumstances is to be construed as, a prospectus, a public offering, an offering memorandum, a disclosure statement or a plan of reorganization or liquidation as defined under applicable securities, bankruptcy or other law. This Presentation is for information purposes only and is being delivered to you for the sole purpose of your consideration a nd evaluation of a potential transaction (a “Transaction”) involving Pyxus and / or its subsidiaries. This Presentation does not purport to contain all of the information that may be required to evaluate a Transac tion, and you should conduct your own investigation and analysis of Pyxus and the information in this Presentation and seek your own legal, accounting and other relevant professional advice. Acceptance of th is Presentation further constitutes your acknowledgement and agreement that none of Pyxus or any of its affiliates or its or their directors, officers, employees, partners, members, controlling persons , agents or advisors (collectively, their respective “Representatives”): (i) makes any express or implied representation or warranty as to the accuracy or completeness of the information contained herein; or (ii) shall have any liability to the recipient or its representatives relating to or arising from the information contained herein or any omissions from such information or any other written or oral communications tran smitted to any interested party in the course of its evaluation of Pyxus or a Transaction. Non-GAAP Financial Information. This Presentation contains financial measures that have not been prepared in accordance with generally accepted accounting pr inciples in the United States (“GAAP”). They include EBITDA, Adjusted EBITDA, Free Cash Flow Adjusted for Changes in Working Capital, and Net Debt. The range of Adjusted EBITDA anticipated for fiscal years ending March 31, 2027 – 2029 is calculated in a manner consistent with the presentation of Adjusted EBITDA included on the Company website / public filings. Because of the forward -looking nature of the estimated range of Adjusted EBITDA, it is impractical to present a quantitative reconciliation of such measure to a comparable GAAP measure, and accordingly no such GAAP measure is being presented. For thi s Presentation, Free Cash Flow Adjusted for Changes in Working Capital is calculated as Net Operating Cash Flow (excluding impact from changes in operating assets and liabilities, net) less capital e xpenditures. Presentation of Prior Fiscal Year Data. The fiscal year of Pyxus ends on March 31. Financial data presented for: (i) the fiscal years ended March 31, 2018, 2019 and 2020 is for the predecessor prior to the Chapter 11 filing in 2020; and (ii) the fiscal year ended March 31, 2021 represents the combination of results for the predecessor from April 1, 2020 to August 31, 2020 and for Pyxus, as the successor entity, from September 1, 2020 to March 31, 2021.
13 124 191 0 187 201 239 99 72 255 206 49 142 197 63 Gradient Gradient Notice to and Undertaking by Recipients and Special Notice 3 Special Notice THIS MANAGEMENT PRESENTATION MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY OR ITS SECURITIES. BY ACCEPTING THIS MANAGEMENT PRESENTATION, THE RECIPIENT AGREES TO USE ANY SUCH INFORMATION IN ACCORDANCE WITH THE NDA, ITS COMPLIANCE POLICIES, CONTRACTUAL OBLIGATIONS AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. The Recipient acknowledges and agrees that (i) Moelis (the “Financial Advisor”) received the information contained herein from third-party sources (including the Company) and it is provided to the Recipient for informational purposes, (ii) the Financial Advisor and its affiliates bear no responsibility (and shall not be liable) for the accuracy or completeness (or lack thereof) of the information contained herein, (iii) no representation regarding the information contained herein is made by the Financial Advisor or any of its affiliates, (iv) neither the Financial Advisor nor any of its affiliates has made any independent verification as to the accuracy or completeness of the information contained herein, and (v) the Financial Advisor and its affiliates shall have no obligation to update or supplement any information contained herein or otherwise provide additional information. The information contained herein may include certain forward-looking statements and projections provided by the Company. Any such statements and projections reflect various estimates and assumptions by the Company concerning anticipated results. No representations or warranties are made by the Company or any of its affiliates as to the accuracy of any such statements or projections. Whether or not any such forward-looking statements or projections are in fact achieved will depend upon future events, some of which are not within the control of the Company. Accordingly, actual results may vary from the projected results and such variations may be material. Statements contained herein describing documents and agreements are summaries only and such summaries are qualified in their entirety by reference to such documents and agreements. Neither the Company nor the Financial Advisor assumes any obligation to revise or update any forward-looking statement, except as required by law.
13 124 191 0 187 201 239 99 72 255 206 49 142 197 63 Gradient Gradient 4 Deleveraging Creates Multiple Paths to Equity Monetization A delevered capital structure would address key impediments to Pyxus’ equity and provide participating creditors with multiple potential avenues to monetization Uplisting Potential uplisting in U.S. / abroad Broader investor universe Heightened investor awareness / research coverage Ability to monetize ordinary course POSSIBLE MONETIZATION EVENTS Interest garnered in prior M&A / refinancing processes suggests there is appetite for a transaction in a delevered structure Strategic M&A Sale of Pyxus to a strategic or financial buyer Refinanced capital structure improves attractiveness to potential buyers Greater flexibility in transaction structure Secondary / Capital Markets Exit Secondary sale of creditor equity or primary issuance into the public markets Broader investor universe Potential issuance can fund growth / further delever Stronger FCFE can support shareholder distributions
13 124 191 0 187 201 239 99 72 255 206 49 142 197 63 Gradient Gradient 5 Financial Overview FY27E FY28E FY29E Full Service Volume (kilos) 414mm 393mm 414mm Total Revenue $2,522mm $2,436mm $2,558mm Adjusted EBITDA $223mm $226mm $257mm Capital Expenditures $39mm $21mm $28mm Unlevered Free Cash Flow $204mm $181mm $148mm
Exhibit 99.2
| Pyxus International, Inc. | Tel: | (919) 379-4300 |  | ||||||||||||||
| 6001 Hospitality Court | Fax: | (919) 379-4346 | |||||||||||||||
| Suite 100 | www.pyxus.com | ||||||||||||||||
| Morrisville, NC 27560-2009 | |||||||||||||||||
| USA | |||||||||||||||||
| NEWS RELEASE | Contact: | Tomas Grigera | ||||||||||||||||||||||||
| (919) 379-4300 | ||||||||||||||||||||||||||
Pyxus Announces Transaction Support Agreement with a Majority of Creditors for Exchange Transactions and Equity Offering
The transactions will meaningfully reduce outstanding debt, extend maturities, provide additional financial flexibility and support long-term growth
Morrisville, N.C. – November 5, 2026 – Pyxus International, Inc. (OTCID: PYYX) (the "Company"), a global value-added agricultural company, today announced that the Company and select subsidiaries, including Pyxus Holdings, Inc. ("Pyxus Holdings"), entered into a Transaction Support Agreement (the "Transaction Support Agreement") with a group of creditors, including Glendon Capital Management, LP, Intermarket Corporation, Owl Creek Asset Management, L.P., Acasta Partners, Concise Capital Management, Park West Asset Management LLC and Northeast Investors Trust, on behalf of certain funds managed by them and/or certain of their advisory clients (collectively, the "Supporting Holders").
The Supporting Holders hold approximately (i) 67.9% of the aggregate principal amount of the loans outstanding under Pyxus Holdings’ Intabex term loan facility (the "Intabex Term Loans"); (ii) 74.9% of the aggregate principal amount of the loans outstanding under Pyxus Holdings’ term loan facility (the "Pyxus Term Loans"); and (iii) 56.0% of the aggregate principal amount of Pyxus Holdings’ outstanding senior secured notes (the "Existing Notes" and, collectively with the Intabex Term Loans and the Pyxus Term Loans, the "Existing Secured Debt").
Pursuant to the Transaction Support Agreement, the Company and its subsidiaries intend to commence comprehensive exchange transactions offered to all qualified holders of its Existing Secured Debt, by which such holders will be offered the opportunity to exchange or sell all of their Existing Secured Debt for newly issued secured debt and, with respect to holders of Pyxus Term Loans and Existing Notes, newly issued common stock (the "Exchange Transactions"). If consummated in full, the Exchange Transactions will result in converting approximately $92,000,000 into equity, a paydown of $65,000,000 from proceeds of the Equity Offering (as defined below), and an extension of maturities for the remaining approximately $300,000,000 of Existing Secured Debt.
More specifically, the Exchange Transactions will include, among other things:
•Eligible holders of the Existing Notes to be offered the opportunity to exchange any and all of their Existing Notes, pursuant to an exchange offer to be conducted by Pyxus Holdings and the Company (the "Notes Exchange Offer"), for (i) $344.37 in value of shares of the Company’s common stock ("Common Stock") at a price of $3.25 per share (the "Equitization Price"); and (ii) $675.90 in aggregate principal amount of new senior secured notes (the "Exchange Notes") to be issued by Pyxus Holdings, and guaranteed by the Company and certain of its subsidiaries, in each case, per $1,000 aggregate principal amount of Existing Notes;
•In conjunction with, and upon commencement of, the Notes Exchange Offer, the Company intends to solicit consents from holders of the Existing Notes to amend the indenture governing the Existing Notes (the "Existing Notes Indenture") and the related intercreditor and security documents as necessary to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the Existing Notes Indenture; (ii) eliminate the change of control repurchase obligation in the Existing Notes Indenture; (iii) subordinate the Existing Notes in right of payment to existing and future senior indebtedness (including the Exchange Notes); (iv) eliminate certain events of default; and (v) release all of the collateral securing the Existing Notes;
•Each holder of the Pyxus Term Loans to be offered the opportunity to exchange or sell all of its Pyxus Term Loans for (i) $344.37 in value of shares of Common Stock at the Equitization Price; and (ii) $675.90 in aggregate principal amount of Exchange Notes, in each case, per $1,000 aggregate principal amount of Pyxus Term Loans (the "Pyxus Term Loan Exchange Offer");
•Each holder of the Intabex Term Loans to be offered the opportunity to exchange or sell all of its Intabex Term Loans in open market purchases for $679.41 in aggregate principal amount of Exchange Notes and $344.37 in cash consideration, in each case per $1,000 aggregate principal amount of Intabex Term Loans (the "Intabex Term Loan Exchange Offer"). Such cash consideration will be funded from proceeds of the Equity Offering; and
•In conjunction with, and upon commencement of, the Pyxus Term Loan Exchange Offer and the Intabex Term Loan Exchange Offer, the Company intends to solicit consents from holders of the existing Pyxus Term Loans and Intabex Term Loans to amend the credit agreements governing the Pyxus Term Loans and the Intabex Term Loans (the "Pyxus Credit Agreement" and the “Intabex Credit Agreement,” respectively) and the related intercreditor and security documents as necessary to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the Pyxus Credit Agreement and the Intabex Credit Agreement; (ii) consent to the Exchange Transactions and Equity Offering; (iii) subordinate the Pyxus Term Loans and Intabex Term Loans in right of payment and the guarantees thereof to the Exchange Notes; and (iv) waive or eliminate certain defaults and events of default, if any.
The Exchange Transactions have not yet commenced. The terms described above remain subject to change and will be set forth in the definitive offering documents distributed to eligible holders upon commencement. Pursuant to the Transaction Support Agreement, the Company and its subsidiaries have agreed to commence the Notes Exchange Offer no later than ten days after the effective date of the Transaction Support Agreement, and to commence the Pyxus Term Loan Exchange Offer, the Intabex Term Loan Exchange Offer and the Equity Offering (as defined below) as promptly as reasonably practicable thereafter.
Holders that validly participate in the Exchange Transactions within ten business days after the launch thereof will receive the consideration described above. Holders that participate thereafter will receive 95% of such consideration, including, in the case of the Notes Exchange Offer and the Pyxus Term Loan Exchange Offer, $327.15 in value of shares of Common Stock at the Equitization Price and $642.11 in aggregate principal amount of Exchange Notes per $1,000 aggregate principal amount of Existing Notes or Pyxus Term Loans, as applicable, and in the case of the Intabex Term Loan Exchange Offer, $645.44 in aggregate principal amount of Exchange Notes and $327.15 in cash consideration per $1,000 aggregate principal amount of Intabex Term Loans.
Pursuant to the Transaction Support Agreement, the Company has agreed to offer qualified holders of the Existing Notes, the Pyxus Term Loans and the Intabex Term Loans (including the Supporting Holders) the opportunity to participate, following commencement of the Exchange Transactions, in a private offering (the "Equity Offering") of up to $85,000,000 in value of shares of the Company’s Common Stock at a price of $2.50 per share (the "Subscription Price"). $42,500,000 of the Common Stock offered in the Equity Offering will be reserved for, and will be purchased directly by, the Backstop Parties (as defined below). The remaining $42,500,000 will be allocated pro rata among all Eligible Holder participants, and of which $37,500,000 will be backstopped by the Backstop Parties (as defined below). The completion of the Equity Offering is contingent on the substantially concurrent completion of the Exchange Transactions. Proceeds of the Equity Offering will be used, among other things, to fund the cash consideration of the Intabex Term Loan Exchange Offer and to pay transaction fees and expenses.
On November 5, 2026, certain of the Supporting Holders (in such capacity, the "Backstop Parties") entered into a backstop purchase agreement, dated as of the date of the Transaction Support Agreement, pursuant to which the Backstop Parties have committed, subject to the terms and conditions set forth therein, to backstop a portion of the Equity Offering. In consideration for such commitment, the Backstop Parties will receive, on the closing date of the Exchange Transactions, a premium payable in shares of Common Stock at the Subscription Price. In addition, the Company has agreed to pay, on the closing date of the Exchange Transactions, an early signing payment to the members of the ad hoc group of Supporting Holders that executed the Transaction Support Agreement on or prior to its effective date, payable in shares of Common Stock at the Subscription Price, subject to the terms and conditions of the Transaction Support Agreement and the backstop purchase agreement.
In conjunction with the Exchange Transactions, the Company has agreed to use its commercially reasonable efforts to implement and consummate the Exchange Transactions and Equity Offering, and the Supporting Holders have agreed to, among other things, exchange their Existing Secured Debt in the Exchange Transactions, provide consents in the consent solicitations and under certain existing documents governing the Existing Secured Debt, and, in the case of the Backstop Parties, backstop the Equity Offering.
"Entering into this agreement represents an important step in our efforts to strengthen Pyxus’ capital structure, extend key debt maturities and enhance the Company’s financial flexibility as we continue to advance our strategic priorities," said Pyxus President and CEO Pieter Sikkel. "We appreciate the engagement and support we have received from lenders and noteholders as this process moves forward and believe these transactions will strengthen Pyxus’ foundation for long-term success, support strategic execution and enhance stakeholder value."
The Transaction Support Agreement, Equity Offering and Exchange Transactions described above were recommended by a special committee of the Board of Directors of the Company comprising a majority of the disinterested members and approved by the Board of Directors of the Company.
The transactions contemplated by the Transaction Support Agreement are subject to certain conditions, including execution and delivery of definitive documentation, receipt of all necessary consents, including the consent of the requisite lenders under the credit agreement governing the Company’s asset-based revolving credit facility (the "ABL Credit Agreement"), the satisfaction of minimum participation thresholds with respect to each of the Intabex Term Loans, the Pyxus Term Loans and the Existing Notes, and other customary closing conditions. The Company expects to commence the Notes Exchange Offer no later than ten days after the effective date of the Transaction Support Agreement, and the Pyxus Term Loan Exchange Offer, the Intabex Term Loan Exchange Offer and the Equity Offering promptly thereafter, and expects that the transactions will be completed on or prior to December 15, 2026, unless extended as otherwise agreed by the Company and the requisite Supporting Holders.
Simpson Thacher & Bartlett LLP and Robinson, Bradshaw & Hinson, P.A. are serving as legal advisors to the Company, and Moelis & Company LLC is serving as exclusive financial advisor and investment banker to the Company. Paul Hastings LLP is serving as legal advisor to the Supporting Holders.
Any questions regarding the transactions described above may be directed to the Company’s investor relations team at https://investors.pyxus.com/investors/overview/default.aspx.
About Pyxus International, Inc.
Pyxus International, Inc. is a global agricultural company with more than 150 years of experience delivering value-added products and services to businesses and customers. Driven by a united purpose—to transform people’s lives, so that together we can grow a better world—Pyxus International, its subsidiaries and affiliates, are trusted providers of responsibly sourced, independently verified, sustainable and traceable products and ingredients.
Disclaimer
This press release is for informational purposes only and 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.
FORWARD-LOOKING STATEMENTS
Statements in this press release 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, including whether the conditions specified in the Transaction Support Agreement will be satisfied, whether the Notes Exchange Offer, the Pyxus Term Loan Exchange Offer, the Intabex Term Loan Exchange Offer and the Equity Offering will commence within the time periods anticipated or at all, and whether the transactions contemplated thereby will be completed within the time period anticipated or at all, 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 press release. Any 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, 2026 and the Company’s subsequently filed quarterly reports on Form 10-Q, which are incorporated by reference therein, and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements.
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