Section 1.01 Entering into a Material Definitive Agreement.
On June 2, 2022, Intabex Netherlands BV. (“Intabex”), an indirect subsidiary wholly owned by Pyxus International, Inc. (the “Company”), has entered into an amendment and restatement agreement (the “Amendment and restatement agreement”), dated June 2, 2022by and between (i) Intabex, as borrower, (ii) the Company and certain subsidiaries of the Company being parties thereto, as guarantors (collectively with the Company, the “Guarantors”), (iii) the lenders parties thereto, including certain funds managed by Glendon Capital Management LP,
Monarch Alternative Capital LPand Owl Creek Asset Management, LPas lenders (collectively, the “Reprocessing Lenders”), and (iv) Alter Domus (USA) LLC, as administrative agent and guarantee agent (the “Agent”). The Amending and Restating Agreement provides for the amendment and restating of the Term Credit Agreement, dated April 23, 2021by and between (i) Intabex, as borrower, (ii) certain of the Guarantors, (iii) the lenders parties thereto, and (iv) the Agent, as amended by the first amendment thereto here, dated May 21, 2021
(the “Initial Credit Agreement”). Retreating Lenders are the current lenders under the original credit agreement or funds affiliated or under common management with the current lenders.
The Amend and Restate Agreement provides that on the date (the “Amendment and Restate Effective Date”) on which the effective terms specified in the Amend and Restate Agreement reformulation, which date may not be later than July 29, 2022 and what conditions are customary for such an agreement, are satisfied, the original credit agreement will be amended and restated to become the amended and restated credit agreement (the “Amended Credit Agreement”) annexed to this Amendment and Update Agreement.
The amended credit agreement would establish a $100 million term credit facility (the “Term Loan Facility”) provided by the Reprocessing Lenders and any other lender who is or becomes party thereto as a Lender (collectively, the “Term Loans”). The Amending and Restatement Agreement requires Intabex to use the net proceeds of loans to be made under the Amended Credit Agreement (the “Term Loans”) and other funds to repay in full its obligations under the original credit agreement, including the principal outstanding of, and accrued and unpaid interest on borrowings thereunder to the effective date of the amendment and restatement and payment of fees and expenses incurred in connection with the repayment of these loans and the conclusion of the amended credit agreement. The term loans would mature on December 2, 2023. The Amended Credit Agreement would provide that the Term Loans may be prepaid at any time, with a 2.0% fee payable on any principal payment made after the first anniversary of the Effective Date. effect of the amendment and restatement, including a payment made at maturity. . The Amended Credit Agreement would provide that principal amounts prepaid could not be re-borrowed under the Term Loan Facility.
Under the Amended Credit Agreement, interest on the outstanding principal amount of the Term Loans shall accrue at an annual rate of SOFR plus 7.5%, subject to a SOFR floor of 1.0%, for “SOFR Loans” or, for loans that are not SOFR Loans, at an annual rate of an alternative base rate (as specified in the amended credit agreement and subject to a specified floor) plus 6.5 %. Interest shall be paid in arrears in cash on prepayment, acceleration, maturity and the last day of each interest period (which may be one, three or six months) (and, in the case of a SOFR loan with an interest period of more than three months, each day preceding the last day of that interest period which occurs at intervals of three months after the first day of that period interest) for SOFR loans and the last day of each calendar quarter for loans that are not SOFR loans. Pursuant to the amended credit agreement, the term lenders would receive a non-refundable commitment fee equal to 3.0% of the aggregate commitments under the term loan facility and a closing fee equal to 1.0% of the aggregate commitments under the Term Loan Facility, in each case paid either in cash in full on the effective date of the amendment and restatement, or as an initial issue discount.
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Upon entry into force of the Amended Credit Agreement, Intabex’s obligations under the Amended Credit Agreement (and certain related obligations) shall be (a) guaranteed by the Guarantors and each of the domestic and foreign subsidiaries of the company which is or becomes a debtor, or grants security interest in any of its assets to support, with respect to (i) the exit term loan agreement dated August 24, 2020 among Pyxus Holdings, Inc.as borrower, the Company, Pyxus Parent, Inc.the lenders being parties thereto and Alter Domus (USA) LLCas administrative agent, (ii) the 10.00% senior secured bonds due 2024 issued by Pyxus Holdings, Inc. or (iii) the ABL Credit Agreement dated February 8, 2022 among Pyxus Holdings, Inc.as borrower, the other borrowers and guarantors who are parties thereto, the lenders who are parties thereto and
PNC Bank, National Association, as administrative agent and collateral agent, and in each case referred to in clauses (i) to (iii), any authorized refinancing thereof, and (b) are secured by the pledge of all outstanding equity interests of (i) Alliance One Brasil Exportadora de Tabacos Ltda. (“AO Brazil”), which primarily operates the Company’s leaf tobacco business in Braziland (ii) Alliance One International Tobacco BV., which holds a 0.001% interest in AO Brazil, which are, respectively, the same guarantors and the same guarantee guaranteeing Intebex’s obligations under the original credit agreement.
The Amended Credit Agreement contains representations and warranties, positive and negative clauses (subject, in each case, to exceptions and qualifications) and events of default applicable to the company and its subsidiaries, including clauses that would limit the company’s ability to, among other things:
• incur additional indebtedness or issue disqualified stock or preferred
stock;
• make certain investments and other restricted payments;
• enter into limitations on its ability to pay dividends, make loans or
otherwise transfer assets to its immediate parent entity or to its
subsidiaries;
• sell certain assets;
• create liens;
• consolidate, merge, sell or otherwise dispose of all or substantially all
of its assets;
• enter into transactions with affiliates; and
• engage directly or indirectly in any business other than the businesses
currently engaged in by it and its subsidiaries.
The description of the Amending and Restating Agreement, Amended Credit Agreement and Term Loan Facility set forth herein is qualified in its entirety by reference to the text of the Amending and Restating Agreement, which is filed as Schedule 10.1 hereto and is incorporated by reference herein.
Based on an appendix 13D filed with the Security and Exchange Commission (the “SEC”) on September 3, 2020 by Glendon Capital Management, LP, Glendon Opportunities Fund, SEC and Glendon Opportunities Fund II, SEC, Glendon Capital Management, LP declared the beneficial owner of 7,938,792 common shares of the Company, representing approximately 31.8% of the outstanding common shares of the Company. On the basis of a Form 4 filed jointly with the
SECOND on
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July 15, 2021 by Monarch Alternative Capital LP, MDRA SENC and Monarch GP LLC
and an appendix 13D filed by these persons on September 3, 2020, Monarch Alternative Capital LP declared the beneficial owner of 6,140,270 common shares of the Company, representing approximately 24.6% of the outstanding common shares of the Company, as investment advisor to the funds managed by Monarch Alternative Capital LP. On the basis of an appendix 13G/A filed with the SECOND
on February 10, 2022 by Owl Creek Asset Management, LP and Jeffrey A. Altman,
Owl Creek Asset Management, LP is the investment manager of certain funds and has declared beneficial ownership of 2,405,287 common shares of the Company, representing approximately 9.6% of the outstanding common shares of the Company. Under the terms of a shareholders’ agreement dated August 24, 2020
(the “Shareholders’ Agreement”) between Pyx and some of its shareholders, including Glendon Capital Management LPon behalf of its managed funds and accounts, Monarch Alternative Capital LPas investment manager of Monarch Special Opportunities Master Fund Ltd, Monarch Debt Recovery Master Fund Ltd and
Monarch Capital Master Partners IV LPand Owl Creek Asset Management, LPon behalf of its managed funds, Owl Creek I, LP, Owl Creek II, LP, Owl Creek Overseas Master Fund, Ltd., Owl Creek SRI Master Fund, Ltd.and Owl Creek Credit Opportunities Master Fund, LP, holly kim and patrick fallon have been appointed to serve as trustees of Pyx and each continues to be a director of Pyx. A description of the shareholders’ agreement is included in the company’s Form 8-K12G3 filed with the SECOND on August 24, 2020the description of which is incorporated herein by reference. Ms Kim is a partner at Glendon Capital Management LP and Mr. Fallon is managing director at Monarch Alternative Capital LP. . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet arrangement of a registrant.
The information presented in item 1.01 of this current report on Form 8-K is incorporated by reference.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits
Exhibit
No. Description
Exhibit 10.1 Amendment and Restatement Agreement dated as of June 2, 2022
among Intabex Netherlands B.V., Pyxus International, Inc., Pyxus
Parent, Inc., Pyxus Holdings, Inc., Alliance One International,
LLC, Alliance One International Holdings, Ltd, Alliance One
International Tabak B.V., the other guarantors party thereto, the
Lenders party thereto, and Alter Domus (US) LLC, as administrative
agent and collateral agent
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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