(e)
During the past five years, none of the Reporting Persons (nor, to
the knowledge of the Reporting Persons, any of the persons listed
on Annex A hereto) was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting, or mandating
activities subject to, federal or state securities laws or a
finding of any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other
Consideration.
In connection with the Issuer’s emergence from chapter 11
protection and in reliance on the exemption from registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”), provided by Section 1145 of the
Bankruptcy Code, Old Pyxus (as defined below) distributed a total
of 25,000,000 Shares held by Old Pyxus (i) to holders of
Allowed Second Lien Notes Claims (as defined in the Plan) and
(ii) in satisfaction of the Second Lien Notes RSA Fee Shares
(as defined in the Plan), in satisfaction of the Backstop Fee
Shares (as defined in the Plan), and on account of the Exit
Facility Shares (as defined in the Plan).
As described in Item 4 below, on August 24, 2020, the
Reporting Persons acquired beneficial ownership of the Shares held
by the Monarch Funds pursuant to the Plan (as defined below), which
became effective on August 24, 2020 (the “Effective
Date”). On the Effective Date, by operation of the Plan, the
Second Lien Notes (as defined in the Plan) held by each of the
Monarch Funds were cancelled and the Monarch Funds received their
portion of the Shares issued to holders of Allowed Second Lien
Notes Claims. Additionally, on the Effective Date, the Monarch
Funds (through an affiliate) loaned amounts to the Issuer under the
Exit Term Facility (as defined in the Plan) and received a
proportional amount of the Exit Facility Shares (as defined in the
Plan) pursuant to the terms of the Plan. Finally, the Monarch Funds
received their respective proportional amounts of the Second Lien
Notes RSA Fee Shares and the Backstop Fee Shares. No borrowed funds
were used to purchase the Shares. Capitalized terms not defined in
this Schedule 13D have the meanings assigned to them in the
Plan.
Since the Effective Date, the Reporting Persons have acquired
beneficial ownership of certain additional Shares (totaling less
than 1% of the total outstanding Shares) in open-market purchases
with cash on hand. No such transactions have occurred in the past
sixty (60) days.
ITEM 4. Purpose of Transaction.
The information set forth in Items 3 and 6 of this Schedule 13D is
incorporated into this Item 4 by reference.
As described in the Current Report on Form 8-K filed by the Issuer on
August 24, 2020, Old Holdco, Inc. (formerly known as Pyxus
International, Inc.) (“Old Pyxus”) and its former
subsidiaries Alliance One International, LLC, Alliance One North
America, LLC, Alliance One Specialty Products, LLC and GSP
Properties, LLC (collectively with Old Pyxus, 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 in order to effectuate a
financial restructuring of the Debtors’ debt.
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