Debt Arrangements | Debt Arrangements The following summarizes debt and notes payable: December 31, December 31, March 31, (in thousands) Interest Rate 2022 2021 2022 Senior secured credit facilities: ABL Credit Facility 4.8 % (1) $ — $ — $ 90,000 Exit ABL Credit Facility 5.8 % (1) — 52,500 — DDTL Term Loan Facility (2) 11.6 % (1) 97,177 — — DDTL Facility 10.7 % (1) — 106,013 107,832 Senior secured notes: 10.0% senior secured first lien notes (3) 10.0 % 273,593 269,872 270,762 Exit Term Loan Credit Facility (4) 10.3 % (1) 222,620 218,509 219,500 Other long-term debt 4.4 % (1) 528 1,889 239 Notes payable to banks (5) 6.3 % (1) 492,326 384,230 378,612 Total debt $ 1,086,244 $ 1,033,013 $ 1,066,945 Short-term (5) $ 492,326 $ 384,230 $ 378,612 Long-term: Current portion of long-term debt $ 97,282 $ 107,687 $ 107,856 Long-term debt 496,636 541,096 580,477 Total $ 593,918 $ 648,783 $ 688,333 Letters of credit $ 14,337 $ 9,543 $ 9,038 (1) Weighted average rate for the trailing twelve months ended December 31, 2022. As the ABL Credit Facility and the DDTL Term Loan Facility have not been outstanding for a trailing twelve-month period, the interest rate is the weighted average rate from inception through December 31, 2022. (2) Balance of $97,177 is net of original issue discount of $2,823. Total repayment will be $100,000, subject to a 2.0% exit fee payable upon repayment occurring after July 28, 2023. (3) Balance of $273,593 is net of original issue discount of $7,251. Total repayment will be $280,844. (4) The aggregate balance of the Exit Term Loan Credit Facility of $222,620 includes $3,718 accrued paid-in-kind interest and $5,484 original issue premium. (5) Primarily foreign seasonal lines of credit. ABL Credit Facility On February 8, 2022, the Company’s wholly owned subsidiary, Pyxus Holdings, Inc. ("Pyxus Holdings"), certain subsidiaries of Pyxus Holdings (together with Pyxus Holdings, the "Borrowers"), and the Company and its wholly owned subsidiary, Pyxus Parent, Inc. ("Pyxus Parent"), as parent guarantors, entered into an ABL Credit Agreement (the "ABL Credit Agreement"), dated as of February 8, 2022, by and among Pyxus Holdings, as Borrower Agent, the Borrowers and parent guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Administrative Agent and Collateral Agent, to establish an asset-based revolving credit facility (the "ABL Credit Facility"), the proceeds of which may be used to refinance existing senior bank debt, pay fees and expenses related to the ABL Credit Facility, partially fund capital expenditures, and provide for the ongoing working capital needs of the Borrowers. The ABL Credit Facility may be used for revolving credit loans and letters of credit from time to time up to an initial maximum principal amount of $100,000, subject to the limitations described below in this paragraph. The ABL Credit Facility includes a $20,000 uncommitted accordion feature that permits Pyxus Holdings, under certain conditions, to solicit the lenders under the ABL Credit Facility to provide additional revolving loan commitments to increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility not to exceed a maximum principal amount of $120,000. The ABL Credit Facility matures, subject to extension on terms and conditions set forth in the ABL Credit Agreement, on the earlier of February 8, 2027 or 90 days prior to the earliest maturity of obligations owing under the Exit Term Loan Credit Agreement and the Existing Notes Indenture (each as defined below). A detailed description of the ABL Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022. At December 31, 2022, Pyxus Holdings was in compliance with the covenants under the ABL Credit Agreement. Exit ABL Credit Facility On August 24, 2020, Pyxus Holdings entered into the Exit ABL Credit Agreement to establish the Exit ABL Credit Facility. The Exit ABL Credit Facility provided for revolving credit loans and letters of credit from time to time up to an initial maximum principal amount o f $75,000, subject to certain limitations. On February 8, 2022, Pyxus Holdings terminated the Exit ABL Credit Agreement and repaid $56,500 outstanding thereunder with proceeds from the initial borrowing under the ABL Credit Facility. DDTL Facility On April 23, 2021, Intabex Netherlands B.V. ("Intabex"), an indirect wholly owned subsidiary of the Company, entered into a Term Loan Credit Agreement (the "Initial DDTL Facility Credit Agreement"), dated as of April 23, 2021 (the "Closing Date"), by and among (i) Intabex, as borrower, (ii) the Company, Pyxus Parent, Pyxus Holdings, Inc., Alliance One International, LLC, Alliance One International Holdings, Ltd, as guarantors (collectively, the "DDTL Parent Guarantors"), (iii) certain funds managed by Glendon Capital Management, L.P. and Monarch Alternative Capital LP, as lenders (collectively and, together with any other lender that is or becomes a party thereto as a lender, the "DDTL Facility Lenders"), and (iv) Alter Domus (US) LLC, as administrative agent and collateral agent (the "DDTL Agent"). The Initial DDTL Facility Credit Agreement established a $120,000 delayed-draw term loan credit facility (the "Initial DDTL Facility") under which the full amount has been drawn (the "Initial DDTL Loans"). After that date, a fund managed by Owl Creek Asset Management, L.P. became a lender under the Initial DDTL Facility. The proceeds of the Initial DDTL Loans were used to provide working capital and for other general corporate purposes of Intabex, the DDTL Guarantors (as defined below) and their subsidiaries. The obligations of Intabex under the Initial DDTL Facility Credit Agreement (and certain related obligations) were (a) guaranteed by the DDTL Parent Guarantors and Alliance One International Tabak B.V., an indirect subsidiary of the Company, and each of the Company’s domestic and foreign subsidiaries that became a guarantor of borrowings under the Exit Term Loan Credit Agreement (defined below), which subsidiaries are referred to collectively, together with the DDTL Parent Guarantors, as the "DDTL Guarantors", and (b) were secured by the pledge of all of the outstanding equity interests of (i) Alliance One Brasil Exportadora de Tabacos Ltda. ("AO Brazil"), which principally operates the Company’s leaf tobacco operations in Brazil, and (ii) Alliance One International Tabak B.V., which owns a 0.001% interest of AO Brazil. A detailed description of the Initial DDTL Facility Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Amendment and Restatement of the Initial DDTL Facility Credit Agreement On June 2, 2022, Intabex, the Company and the DDTL Guarantors entered into an Amendment and Restatement Agreement dated as of June 2, 2022 (the "Amendment and Restatement Agreement") with the DDTL Facility Lenders and the DDTL Agent to, subject to the satisfaction of customary closing conditions, amend and restate the Initial DDTL Facility Credit Agreement as set forth in the form of an Amended and Restated Term Loan Credit Agreement (the "DDTL Credit Agreement"), appended to the Amendment and Restatement Agreement, among (i) Intabex, as borrower, (ii) the Company and the DDTL Guarantors, (iii) the Initial DDTL Facility Lenders and any other lender that becomes a party thereto (collectively, the "DDTL Loan Lenders"), and (iv) the DDTL Agent, as administrative agent and collateral agent. On July 28, 2022 (the "DDTL Amendment and Restatement Effectiveness Date"), following the satisfaction of the conditions to effectiveness specified in the Amendment and Restatement Agreement, the amendment and restatement of the Initial DDTL Facility Credit Agreement by the DDTL Credit Agreement became effective. The DDTL Credit Agreement established a $100,000 term loan credit facility (the "DDTL Term Loan Facility") and required that Intabex use the net proceeds of the loans made thereunder (the "DDTL Term Loans") and other funds to repay in full its obligations under the Initial DDTL Facility Credit Agreement, including the outstanding principal of, and accrued and unpaid interest on, borrowings under the Initial DDTL Facility on the DDTL Amendment and Restatement Effectiveness Date and the payment of fees and expenses incurred in connection with repaying such borrowings and entering into the DDTL Credit Agreement. The DDTL Credit Agreement provided that the DDTL Term Loans may be prepaid at any time, with a 2.0% fee due with respect to any principal payment made after the one-year anniversary of the DDTL Amendment and Restatement Effectiveness Date, including a payment made at maturity. The DDTL Credit Agreement further provided that amounts of principal that are prepaid may not be reborrowed under the DDTL Term Loan Facility. Under the DDTL Credit Agreement, interest on the outstanding principal amount of the DDTL Term Loans accrued at an annual rate of SOFR plus 7.5%, subject to a SOFR floor of 1.0%, for "SOFR loans" or, for loans that are not SOFR loans, at an annual rate of an alternate base rate (as specified in the DDTL Credit Agreement and subject to a specified floor) plus 6.5%. Interest was required to be paid in arrears in cash upon prepayment, acceleration, maturity, and on the last day of each interest period (which may be one, three or six months) for SOFR loans and on the last day of each calendar quarter for loans that are not SOFR loans. Pursuant to the DDTL Credit Agreement, the DDTL Loan Lenders received on the DDTL Amendment and Restatement Effectiveness Date a non-refundable commitment fee equal to 3.0% of the aggregate commitments under the DDTL Term Loan Facility and a closing fee equal to 1.0% of the aggregate commitments under the DDTL Term Loan Facility, as original issue discount. The DDTL Term Loans were scheduled to mature on December 2, 2023. Under the DDTL Credit Agreement, the obligations of Intabex under the DDTL Credit Agreement (and certain related obligations) continued to be guaranteed and secured by the same guarantors of, and the same collateral securing, Intabex’s obligations under the Initial DDTL Facility Credit Agreement. At December 31, 2022, Intabex and each of the DDTL Guarantors were in compliance with the covenants under the DDTL Term Loan Facility. Senior Secured First Lien Notes On August 24, 2020, Pyxus Holdings issued approximately $280,844 in aggregate principal amount of 10.0% Senior Secured First Lien Notes due 2024 (the "Existing Notes") pursuant to the Indenture dated as of August 24, 2020 (the "Existing Notes Indenture") among Pyxus Holdings, the initial guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent. The Existing Notes mature on August 24, 2024. A detailed description of the Existing Notes and the Existing Notes Indenture is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022. At December 31, 2022, Pyxus Holdings was in compliance with the covenants under the Existing Notes Indenture. Exit Term Loan Credit Facility On August 24, 2020, Pyxus Holdings entered into an Exit Term Loan Credit Agreement, dated as of August 24, 2020, (the "Exit Term Loan Credit Agreement"), by and among Pyxus Holdings, the guarantors party thereto, certain lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent, to establish a term loan credit facility (the "Exit Term Loan Credit Facility") in an aggregate principal amount of approximately $213,418. The aggregate principal amount of loans outstanding under the debtor-in-possession financing facility of Old Holdco, Inc. (formerly named Pyxus International, Inc.) and its then subsidiaries Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products, LLC and GSP Properties, LLC , and related fees, was converted into, or otherwise satisfied with the proceeds of, the Exit Term Loan Credit Facility. The term loans outstanding under the Exit Term Loan Credit Facility (the "Exit Term Loans") and the Exit Term Credit Facility mature on February 24, 2025. A detailed description of the Exit Term Loan Credit Agreement, Exit Term Loan Credit Facility, and the Exit Term Loans is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022. At December 31, 2022, Pyxus Holdings and the guarantors party to the Exit Term Loan Credit Agreement were in compliance with the covenants under the Exit Term Loan Credit Agreement. Short-Term Seasonal Lines of Credit Excluding all long-term credit agreements, the Company typically finances its foreign operations with uncommitted short-term seasonal lines of credit arrangements with a number of banks. These operating lines are generally seasonal in nature, typically extending for a term of 180 to 365 days corresponding to the tobacco crop cycle in that location. These facilities are typically uncommitted in that the lenders have the unilateral right to cease making loans and demand repayment of loans at any time or at specified dates. These loans are generally renewed at the outset of each tobacco season. Certain of the foreign seasonal lines of credit are secured by trade receivables and inventories as collateral and are guaranteed by the Company and certain of its subsidiaries. As of December 31, 2022, the total borrowing capacity under individual foreign seasonal lines of credit range up to $128,630, which includes the lines of credit of certain of the Company's African subsidiaries with Eastern and Southern African Trade and Development Bank ("TDB"). As of December 31, 2022, the aggregate amount available for borrowing under the seasonal lines of credit was $218,900. At December 31, 2022, the Company, and its subsidiaries, were in compliance with the covenants associated with its short-term seasonal lines of credit. Support Agreement for Debt Exchange Offers The Company, Pyxus Parent and Pyxus Holdings (collectively, the "Holding Companies") entered into a Support and Exchange Agreement, effective as of December 27, 2022 (as amended, including by joinders thereto, the "Support Agreement"), with a group of creditors, including Glendon Capital Management LP, Monarch Alternative Capital LP, Nut Tree Capital Management, L.P., Intermarket Corporation and Owl Creek Asset Management, L.P. on behalf of certain funds managed by them and/or certain of their advisory clients, as applicable (collectively, the "Supporting Holders"), holding in aggregate: • approximately 99.7% of the DDTL Term Loans outstanding under the DDTL Credit Agreement; • approximately 68.1% of the Exit Term Loans outstanding under the Exit Term Loan Credit Agreement; and • approximately 64.1% of the Existing Notes outstanding under the Existing Notes Indenture. Pursuant to the Support Agreement, the Supporting Holders agreed to participate in a set of exchange transactions to be commenced by the Holding Companies, which exchange transactions are described in " Note 21 . Subsequent Events ." The Support Agreement includes certain covenants on the part of each of the Holding Companies, the Supporting Holders and other parties who execute a joinder thereto to become a Supporting Holder, including, among other things, (i) commitments to support, and take all commercially reasonable actions necessary or reasonably requested to facilitate, the consummation of the contemplated exchange transactions in accordance with the terms, conditions and applicable deadlines set forth in the Support Agreement, (ii) commitments by the parties to negotiate in good faith to finalize the documents and agreements effectuating such exchange transactions and (iii) for the Holding Companies to commence such exchange transactions no later than February 5, 2023. The Support Agreement provides that no fees, premiums or direct or minimum allocations would be paid or provided to the Supporting Holders that will not be offered to other holders of the applicable debt obligations. Related Party Transactions Based on a Schedule 13D/A filed with the SEC on January 4, 2023 by Glendon Capital Management, L.P. (the "Glendon Investor"), Glendon Opportunities Fund, L.P. and Glendon Opportunities Fund II, L.P., the Glendon Investor reported beneficial ownership of 7,939 shares of the Company’s common stock, representing approximately 31.8% of the outstanding shares of the Company’s common stock. Based on Schedule 13D/A filed with the SEC on January 23, 2023 by Monarch Alternative Capital LP (the "Monarch Investor"), MDRA GP LP and Monarch GP LLC, the Monarch Investor reported beneficial ownership of 6,140 shares of the Company’s common stock, representing approximately 24.6% of the outstanding shares of the Company’s common stock. Based on a Schedule 13G/A filed with the SEC on February 10, 2022 by Owl Creek Asset Management, L.P. and Jeffrey A. Altman, Owl Creek Asset Management, L.P. is the investment manager of certain funds and reported beneficial ownership of 2,405 shares of the Company’s common stock on December 31, 2021, representing approximately 9.6% of the outstanding shares of the Company’s common stock. A representative of the Glendon Investor and a representative of the Monarch Investor served as directors of Pyxus at the time the Company and its applicable subsidiaries entered into the Initial DDTL Credit Facility Agreement, the Amendment and Restatement Agreement, the DDTL Credit Agreement and the Support Agreement, effected borrowings under the Initial DDTL Facility Credit Agreement and the DDTL Credit Agreement and the guaranty transactions described above, and commenced the offers to effect the exchange transactions contemplated by the Support Agreement. The Initial DDTL Facility Credit Agreement, the Amendment and Restatement Agreement, the DDTL Credit Agreement and any and all borrowings under the Initial DDTL Facility Credit Agreement and the DDTL Credit Agreement, the guaranty transactions described above, the Support Agreement and the exchange transactions contemplated by the Support Agreement were approved, and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm’s-length transaction with an unaffiliated party, by a majority of the disinterested members of the Board of Directors of Pyxus. |