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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.
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”). The
foregoing description of the Confirmation Order and Plan do not
purport to be complete and are qualified in their entirety by
reference to the full text of the Confirmation Order and Plan,
filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Current
Report on Form 8-K filed by the Issuer on August 24, 2020.
On the Effective Date, the Plan became effective in accordance with
its terms and the Debtors emerged from the Chapter 11 Cases. In
connection with the satisfaction of the conditions to effectiveness
set forth in the Confirmation Order and the Plan, Old Pyxus
completed a series of transactions pursuant to which the business
assets and operations of Old Pyxus were vested in a new Virginia
corporation, Pyxus Holdings, Inc. (“Pyxus Holdings”), which is an
indirect subsidiary of the Issuer, a newly formed Virginia
corporation which has been named Pyxus International, Inc.
On the Effective Date, the Reporting Persons collectively received
31.8% of the Shares issued as of the Effective Date under the Plan
and the right to appoint two members to the board of directors of
the Issuer (the “Board”) as further described in the Plan and the
Shareholders Agreement, which was filed as Exhibit 4.2 on the
Current Report on Form 8-K filed by the Issuer on August 24,
2020.
The Reporting Persons initially appointed Holly Kim Olson to the
Board pursuant to such board appointment right. The Reporting
Persons have not exercised their second board appointment as the
remaining directors of the Issuer were ultimately nominated by the
Board and subsequently re-elected as directors. As of October 19,
2022, Mrs. Olson resigned from the Board and Jamie J. Ashton, a
Senior Vice President at GCM, replaced Mrs. Olson on the Issuer’s
Board.
In addition, pursuant to the Shareholders Agreement and as further
described therein, the Reporting Persons are entitled to
participate in, and have participated in, the nomination of two
independent directors to the Board. As noted above, the remaining
board members (including the independent directors) historically
have been nominated by the Board and subsequently re-elected to
those positions.
Except as set forth herein, the Reporting Persons have no other
present plans or proposals that would relate to or result in any of
the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on
various factors, including the Issuer’s financial position and
strategic direction, actions taken by the Board of the Issuer,
price levels of the Shares, other investment opportunities
available to the Reporting Persons, conditions in the securities
market and general economic and industry conditions, the Reporting
Persons may in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including,
without limitation, purchasing additional Shares, other securities
or derivative instruments related thereto or selling some or all of
their Shares, other securities or derivative instruments, engaging
in hedging or similar transactions with respect to the Shares, and,
alone or with others, pursuing discussions with the management, the
Board of the Issuer, other holders of Shares of the Issuer and
third parties with regard to their investment in the Issuer, and/or
otherwise changing their intention with respect to any and all
matters referred to in Item 4 of Schedule 13D.
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