Borrowings under the New Intabex Credit Facility bear interest, at
Pyxus Holdings’ option, at either (i) a term SOFR rate
(subject to a floor of 1.50%) plus 8.00% per annum or (ii) an
alternate base rate plus 7.00% per annum. The New Intabex Credit
Facility is stated to mature on December 31, 2027.
The New Intabex Credit Facility may be prepaid from time to time,
in whole or in part, without premium or penalty. With respect to
alternate base rate loans, accrued interest is payable quarterly in
arrears on the last business day of each calendar quarter and, with
respect to SOFR loans, accrued interest is payable on the last day
of each applicable interest period but no less frequently than
quarterly.
The New Intabex Credit Agreement contains customary representations
and warranties, affirmative and negative covenants (subject, in
each case, to exceptions and qualifications) and events of
defaults, including covenants that limit the Company’s and its
restricted subsidiaries’ ability to, among other things, incur
additional indebtedness or issue disqualified stock or preferred
stock; make investments; pay dividends and make other restricted
payments; sell certain assets; incur liens; consolidate, merge,
sell or otherwise dispose of all or substantially all their assets;
enter into transactions with affiliates; and designate subsidiaries
as unrestricted subsidiaries.
New Pyxus Credit
Facility
On the Settlement Date, Pyxus Holdings entered into the Pyxus Term
Loan Credit Agreement, dated as of February 6, 2023 (the
“New Pyxus Credit
Agreement”), by and among, Pyxus Holdings, the guarantors
party thereto, the lenders party thereto and Alter Domus, as
administrative agent and senior collateral agent, to establish a
term loan credit facility in an aggregate principal amount of
approximately $130.5 million (the “New Pyxus Credit Facility”),
under which term loans were deemed made in exchange for 60% of the
outstanding principal amount of Existing Term Loans (plus accrued
and unpaid PIK interest thereon) pursuant to the Exit Facility
Exchange.
Borrowings under the New Pyxus Credit Facility bear interest, at
Pyxus Holdings’ option, at either (i) a term SOFR rate
(subject to a floor of 1.50%) plus 8.00% per annum or (ii) an
alternate base rate plus 7.00% per annum. The New Pyxus Credit
Facility is stated to mature on December 31, 2027.
The New Pyxus Credit Facility may be prepaid from time to time, in
whole or in part, without premium or penalty. With respect to
alternate base rate loans, accrued interest is payable quarterly in
arrears on the last business day of each calendar quarter and, with
respect to SOFR loans, accrued interest is payable on the last day
of each applicable interest period but no less frequently than
quarterly.
The New Pyxus Credit Agreement contains customary representations
and warranties, affirmative and negative covenants (subject, in
each case, to exceptions and qualifications) and events of
defaults, including covenants that limit the Company’s and its
restricted subsidiaries’ ability to, among other things, incur
additional indebtedness or issue disqualified stock or preferred
stock; make investments; pay dividends and make other restricted
payments; sell certain assets; incur liens; consolidate, merge,
sell or otherwise dispose of all or substantially all their assets;
enter into transactions with affiliates; and designate subsidiaries
as unrestricted subsidiaries.
New 8.50% Senior Secured Notes due
2027
On the Settlement Date, Pyxus Holdings issued approximately
$260.5 million in aggregate principal amount of New Notes to
the exchanging holders of the Existing Notes, pursuant to the
Indenture, dated as of February 6, 2023 (the “New Notes Indenture”), among
Pyxus Holdings, the guarantors party thereto, and Wilmington Trust,
National Association, as trustee, and Alter Domus, as collateral
agent.
The New Notes bear interest at a rate of 8.50% per annum, computed
on the basis of a 360-day
year comprised of twelve 30-day months. Interest on the New
Notes will be payable semi-annually in arrears on June 15 and
December 15 of each year, commencing on June 15, 2023.
The New Notes are stated to mature on December 31, 2027.
At any time and from time to time, Pyxus Holdings may redeem the
New Notes, in whole or in part, at a redemption price equal to 100%
of the principal amount of New Notes to be redeemed, plus accrued
and unpaid interest, if any, to, but not including, the redemption
date.
The New Notes Indenture contains customary affirmative and negative
covenants (subject, in each case, to exceptions and qualifications)
and events of defaults, including covenants that limit the
Company’s and its restricted subsidiaries’ ability to, among other
things, incur additional indebtedness or issue disqualified stock
or preferred stock; make investments; pay dividends and make other
restricted payments; sell certain assets; incur liens; consolidate,
merge, sell or otherwise dispose of all or substantially all their
assets; enter into transactions with affiliates; and designate
subsidiaries as unrestricted subsidiaries.