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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): September 14, 2020

 

 

 

LOGO

Pyxus International, Inc.

(Exact name of Registrant, as specified in its charter)

 

 

 

Virginia   001-13684   85-2386250
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   file number)   Identification No.)

 

8001 Aerial Center Parkway

Morrisville, North Carolina 27560-8417

(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 8.01

Other Events.

On September 14, 2020, Pyxus International, Inc. (the “Company”) entered into a First Amendment to Shareholders Agreement dated as of September 14, 2020 (the “First Amendment”) with Glendon Capital Management LP, on behalf of its affiliates that hold common shares of the Company, and Monarch Alternative Capital LP, on behalf of its affiliates that hold common shares of the Company, to amend the Shareholders Agreement dated as of August 24, 2020 (the “Shareholders Agreement”) among the Company and the Investors (as defined therein). The First Amendment amended the definition of “Qualified Investor” in the Shareholders Agreement to read as follows:

“Qualifying Investor” means an Investor holding an Investor Percentage Interest of at least 5.0% that has reasonably demonstrated such holding to the Company.

The First Amendment is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

        No.        

  

Description

Exhibit 4.1    First Amendment to Shareholders Agreement dated as of September 14, 2020
Exhibit 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: September 14, 2020

 

PYXUS INTERNATIONAL, INC.
By:  

/s/ William L. O’Quinn, Jr.

  William L. O’Quinn, Jr.
  Senior Vice President – Chief Legal
  Officer and Secretary

 

2

Exhibit 4.1

FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT

This First Amendment to the Shareholders Agreement (this “Amendment”) is made and entered into as of September 14, 2020 by and among Pyxus International, Inc. (formerly known as Pyxus One, Inc.), a Virginia corporation (the “Company”), Glendon Capital Management LP, a Delaware limited partnership, on behalf of its Affiliates that hold common shares of the Company (the “Glendon Investor”), and Monarch Alternative Capital LP, a Delaware limited partnership, on behalf of its Affiliates that hold common shares of the Company (the “Monarch Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).

WHEREAS, the Company, the Glendon Investor and the Monarch Investor are parties to that certain Shareholders Agreement, dated August 24, 2020 (the “Agreement”), and the Glendon Investor and the Monarch Investor are each a Principal Investor thereunder and together hold a majority of the Common Shares held by the Investors;

WHEREAS, pursuant to Section 8.3 of the Agreement, the Agreement may be amended by a writing duly executed by the Glendon Investor, the Monarch Investor and the Company; and

WHEREAS, the Glendon Investor, the Monarch Investor and the Company desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

 

1.

Amendment to the Agreement. The definition of “Qualifying Investor” set forth in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:

“Qualifying Investor” means an Investor holding an Investor Percentage Interest of at least 5.0% that has reasonably demonstrated such holding to the Company.

 

2.

Miscellaneous.

 

  (a)

Ratification. Except as expressly set forth in this Amendment, the Agreement and the terms thereof remain unchanged and in full force and effect.

 

  (b)

Miscellaneous. Sections 8.1 through 8.12 of the Agreement shall apply to this Amendment mutatis mutandis as if set forth herein.

[Signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this First Amendment to Shareholders Agreement as of the date first above written.

 

COMPANY:
PYXUS INTERNATIONAL, INC.
(formerly known as Pyxus One, Inc.)
By:  

/s/ William L. O’Quinn, Jr.

Name:   William L. O’Quinn, Jr.
Title:   Senior Vice President – Chief Legal
  Officer & Corporate Secretary

[Signature Page to First Amendment to Shareholders Agreement]

INVESTORS:

Glendon Capital Management L.P.,

on behalf of its managed funds and accounts

By:  

/s/ Haig Maghakian

Name:   Haig Maghakian
Title:   Authorized Person

[Signature Page to First Amendment to Shareholders Agreement]

INVESTORS:
Monarch Special Opportunities Master Fund Ltd
Monarch Debt Recovery Master Fund Ltd
Monarch Capital Master Partners IV LP
By: Monarch Alternative Capital LP, as investment manager
By:  

/s/ Andrew Herenstein

Name:   Andrew Herenstein
Title:   Managing Principal

[Signature Page to First Amendment to Shareholders Agreement]