Current Report Filing (8-k)
03 Februar 2023 - 10:47PM
Edgar (US Regulatory)
FALSE000093993000009399302023-02-032023-02-03
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):
February 3, 2023
Pyxus International, Inc.
(Exact name of Registrant, as specified in its
charter)
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Virginia |
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000-25734 |
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85-2386250 |
(State or other jurisdiction
of incorporation) |
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(Commission file number) |
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(I.R.S. Employer
Identification No.) |
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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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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. ☐
On February 3, 2023, Pyxus International, Inc. (the “Company”)
issued a press release announcing expiration and final results of
the previously announced private offer to exchange (the “Exchange
Offer”), made by its wholly-owned subsidiary, Pyxus Holdings, Inc.
(the “Issuer”), any and all of the Issuer’s outstanding 10.00%
Senior Secured First Lien Notes due 2024 (the “Existing Notes”) for
an equal principal amount of new 8.50% Senior Secured Notes due
2027 to be issued by the Issuer (the “New Notes”) and the related
solicitation of consent.
A copy of the press release is filed as Exhibit 99.1 hereto and is
incorporated by reference herein.
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. Any solicitation or offer
will only be made pursuant to a separate disclosure statement and
only to such persons and in such jurisdictions as permitted under
applicable law.
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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 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
Form 8-K. Any such 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, 2022
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.
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Item 9.01 |
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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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: February 3, 2023
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PYXUS INTERNATIONAL, INC. |
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By: |
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/s/ William L. O’Quinn, Jr. |
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William L. O’Quinn, Jr. |
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Senior Vice President – Chief Legal |
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Officer and Secretary |
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