8-K

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): January 21, 2021

Pyxus International, Inc.

(Exact name of Registrant, as specified in its charter)

Virginia	001-13684	85-2386250
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>file number)	(I.R.S. Employer<br> <br>Identification No.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	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))
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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.  ☐

Item 2.01	Completion of Acquisition or Disposition of Assets.

On January 21, 2021, Canada’s Island Garden Inc. (“FIGR East”), FIGR Norfolk Inc. (“FIGR Norfolk”) and FIGR Brands, Inc. (“FIGR Brands”; and together with FIGR East and FIGR Norfolk, the “Canadian Cannabis Subsidiaries”), which are indirect subsidiaries of Pyxus International, Inc. (the “Company”), applied for relief from their respective creditors pursuant to Canada’s Companies’ Creditors Arrangement Act (the “CCAA”) in the Ontario Superior Court of Justice (Commercial List) (the “Court”) in Ontario, Canada (the “CCAA Proceeding”). On January 21, 2021 (the “Order Date”), upon application by the Canadian Cannabis Subsidiaries, the Court issued an order for creditor protection of the Canadian Cannabis Subsidiaries pursuant to the provisions of the CCAA and the appointment of FTI Consulting Canada Inc. to serve as the Court-appointed monitor of the Canadian Cannabis Subsidiaries during the pendency of the CCAA Proceeding (the “Monitor”).

The Canadian Cannabis Subsidiaries collectively operate businesses for the production and sale to retailers in Canada of cannabis products under licenses issued by Health Canada. The Canadian Cannabis Subsidiaries are the only subsidiaries of the Company engaged in such business.

The order issued by the Court in the CCAA Proceeding included the following relief:

•	approval for the Canadian Cannabis Subsidiaries to borrow under a debtor-in-possession financing facility (the “DIP Facility”);
•	a stay of proceedings in respect of the Canadian Cannabis Subsidiaries, the directors and officers of the Canadian Cannabis Subsidiaries (the “Canadian Directors and Officers”) and the Monitor; and
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•	the granting of super priority charges against the property of the Canadian Cannabis Subsidiaries in favor of: (a) certain administrative professionals, including the Monitor; (b) the Canadian Directors and Officers; and (c) the lender under the DIP Facility for amounts borrowed under the DIP Facility.
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Pursuant to the DIP Facility, another non-U.S. subsidiary of Pyxus, (the “DIP Lender”) is to provide FIGR Brands with up to Cdn.$8,000,000 in secured debtor-in-possession financing to permit FIGR Brands, the parent entity of FIGR East and FIGR Norfolk, to fund the working capital needs of the Canadian Cannabis Subsidiaries in accordance with the cash flow projections approved by the Monitor and the DIP Lender, fees and expenses to be paid to the DIP Lender, professional fees and expenses incurred by the Canadian Cannabis Subsidiaries and the Monitor in respect of the CCAA Proceeding, and such other costs and expenses of the Canadian Cannabis Subsidiaries as may be agreed to by the DIP Lender. The terms of the DIP Facility include the following:

•	The DIP Lender is to make loans to FIGR Brands from time to time in an aggregate principal amount of up to Cdn.$8,000,000;
•	Loans are to bear interest at a rate of 8% per annum;
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•	Loans under the DIP Facility are to be guaranteed by FIGR East and FIGR Norfolk;
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•	Loans under the DIP Facility are to be secured by all of the properties, assets and undertakings of the Canadian Cannabis Subsidiaries, as may be reasonably requested by the DIP Lender;
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•	The DIP Facility is to expire on June 30, 2021, and all outstanding loans are to be due and payable at that time; and
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•	Conditions to borrowing, representations, warranties, covenants and agreements, as well as events of default and remedies, typical for this type of facility for a company in a proceeding under the CCAA.
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As a result of the commencement of the CCAA Proceeding and the appointment of the Monitor, the Company has determined that, in accordance with U.S. generally accepted accounting principles, the Canadian Cannabis Subsidiaries will be deconsolidated from the Company’s financial statements as of the Order Date. The Company is evaluating whether, commencing with its Form 10-K for the fiscal year ending March 31, 2021, the Canadian Cannabis Subsidiaries are to be treated as discontinued operations for periods prior to the Order Date in the Company’s consolidated financial statements.

Item 2.06	Material Impairments.

In connection with and contemporaneous with the commencement of the CCAA Proceeding, the Company concluded that it will incur a material non-cash charge with respect to its investments in and advances to the Canadian Cannabis Subsidiaries, which is expected to be recognized in the three months ending March 31, 2021. Due to a number of uncertainties with respect to the CCAA Proceeding, the Company is not yet able to estimate the total amount or range of amounts of the non-cash charge. The Company undertakes to amend this Form 8-K to include this information once it makes a determination of an estimate or range of estimates.

Item 8.01	Other Events.

Prior to the commencement of the CCAA Proceeding, (i) the required lenders under each of the Exit ABL Credit Agreement (the “ABL Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, the Company’s subsidiary, Pyxus Holdings, Inc. (“Pyxus Holdings”), certain lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the Exit Term Loan Credit Agreement (the “Term Loan Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent, waived defaults that would otherwise arise under the ABL Credit Agreement and the Term Loan Credit Agreement, respectively, in connection with the commencement of the CCAA Proceeding and other matters related to the CCAA Proceeding and (ii) holders of a majority of the aggregate outstanding principal amount of the 10.00% Senior Secured First Lien Notes due 2024 of Pyxus Holdings (the “Notes”) waived defaults that would otherwise arise under the indenture governing the Notes as a result of the commencement of the CCAA Proceeding and other matters related to the CCAA Proceeding.

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Item 9.01	Financial Statements and Exhibits.

(b) Unaudited Pro Forma Condensed Consolidated Financial Information is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

(d) Exhibits

Exhibit<br>No.	Description
Exhibit 99.1	Unaudited Pro Forma Condensed Consolidated Financial Information
Exhibit 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    January 21, 2021

PYXUS INTERNATIONAL, INC.
By:	/s/ William L. O’Quinn, Jr.
	William L. O’Quinn, Jr.
	Senior Vice President – Chief Legal
	Officer and Secretary

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EX-99.1

Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Information

On January 21, 2021, Canada’s Island Garden Inc. (“FIGR East”), FIGR Norfolk Inc. (“FIGR Norfolk”) and FIGR Brands, Inc. (“FIGR Brands”; and together with FIGR East and FIGR Norfolk, the “Canadian Cannabis Subsidiaries”), which are indirect subsidiaries of Pyxus International, Inc. (the “Company”), applied for relief from their respective creditors pursuant to Canada’s Companies’ Creditors Arrangement Act (the “CCAA”) in the Ontario Superior Court of Justice (the “Court”) in Ontario, Canada (the “CCAA Proceeding”). On January 21, 2021 (the “Order Date”), upon application by the Canadian Cannabis Subsidiaries, the Court issued an order for creditor protection of the Canadian Cannabis Subsidiaries pursuant to the provisions of the CCAA and the appointment of FTI Consulting Canada Inc. to serve as the Court-appointed monitor of the Canadian Cannabis Subsidiaries during the pendency of the CCAA Proceeding (the “Monitor”).

The Canadian Cannabis Subsidiaries collectively operate businesses for the production and sale to retailers in Canada of cannabis products under licenses issued by Health Canada. The Canadian Cannabis Subsidiaries are the only subsidiaries of the Company engaged in such business.

As a result of the commencement of the CCAA Proceeding and the appointment of the Monitor, the Company has determined that, in accordance with U.S. generally accepted accounting principles, the Canadian Cannabis Subsidiaries will be deconsolidated from the Company’s financial statements as of the Order Date.

The accompanying unaudited pro forma condensed consolidated financial information has been prepared to illustrate the effect of the deconsolidation of the Canadian Cannabis Subsidiaries on prior periods. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2020 gives effect to the deconsolidation as if it occurred on September 30, 2020. The unaudited pro forma condensed consolidated statements of operations for the years ended March 31, 2020 and 2019 and for the six months ended September 30, 2020 give effect to the deconsolidation as if it had occurred on April 1, 2018.

On June 15, 2020, Old Holdco, Inc. (then named Pyxus International, Inc.) (“Old Pyxus”) and its then subsidiaries Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products, LLC and GSP Properties, LLC (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code with the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement a prepackaged Chapter 11 plan of reorganization to effectuate a financial restructuring (the “Restructuring”) of Old Pyxus’ secured debt. On August 21, 2020, the Bankruptcy Court issued an order (the “Confirmation Order”) confirming the Amended Joint Prepackaged Chapter 11 Plan of Reorganization (the “Plan”) filed by the Debtors in the Chapter 11 Cases. On August 24, 2020 (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 as 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., which is an indirect subsidiary of the Company. Pursuant to the Confirmation Order and the Plan, at the effectiveness of the Plan all outstanding shares of common stock, and rights to acquire the common stock, of Old Pyxus were cancelled and the shares of common stock of the Company were delivered to certain creditors of Old Pyxus. As a result of these transactions, the Company is deemed to be the successor to Old Pyxus.

The Company applied Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 852 – Reorganizations (“ASC 852”) in preparing its condensed consolidated financial statements for the six-month period ended September 30, 2020. For periods subsequent to the Chapter 11 filing, ASC 852 requires distinguishing transactions associated with the reorganization separate from

activities related to the ongoing operations of the business. Upon the effectiveness of the Plan and the emergence of the Debtors from the Chapter 11 Cases, the Company determined it qualified for fresh start reporting under ASC 852, which resulted in the Company becoming a new entity for financial reporting purposes on the Effective Date. The Company elected to apply fresh start reporting using a convenience date of August 31, 2020 (the “Fresh Start Reporting Date”). Due to the application of fresh start reporting, the pre-emergence and post-emergence periods are not comparable. The lack of comparability is emphasized by the use of a “black line” to separate the Predecessor and Successor periods in the Company’s condensed consolidated financial statements for periods spanning the Fresh Start Reporting Date. References to “Successor” relate to the Company’s results of operations after August 31, 2020. References to “Predecessor” relate to the Company’s results of operations on or before August 31, 2020.

The presentation of the pro forma condensed consolidated statement of operations for the six months ended September 30, 2020 presents combined historical results, prior to any pro forma adjustments, which combined results represent the sum of the reported amounts for the Predecessor period April 1, 2020 through August 31, 2020 combined with the Successor period from September 1, 2020 through September 30, 2020.

The unaudited pro forma condensed consolidated statements of operations are based on estimates and assumptions, which have been made solely for the purposes of developing such pro forma information. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma condensed consolidated statements of operations do not reflect certain material nonrecurring charges or credits that resulted from the deconsolidation and will be included in the Company’s income for periods following the deconsolidation. These items include direct cash expense for severance of approximately $2.7 million and non-cash impairment charges, which cannot yet be estimated.

The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations or the consolidated financial position of the Company would have been had the deconsolidation of the Canadian Cannabis Subsidiaries occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or financial position.

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Old Holdco, Inc. (formerly Pyxus International, Inc.) and Subsidiaries

Pro Forma Condensed Consolidated Statements of Operations (Unaudited)

	Year Ended<br>March 31,<br><br><br>2019								Year Ended<br>March 31,<br>2019
(in thousands)	(as reported)			Adjustments			Notes		(pro forma)
Sales and other operating revenues	$	1,801,593		$	(4,718	)		(a)	$	1,796,875
Cost of goods and services sold		1,550,779			(5,075	)		(a)		1,545,704
Gross profit		250,814			357					251,171
Selling, general, and administrative expenses		172,831			(11,813	)		(b)		161,018
Other income, net		14,217			321			(c)		14,538
Restructuring and asset impairment charges		4,946			—					4,946
Operating income		87,254			12,491					99,745
Interest expense		135,553			388			(d)		135,941
Interest income and debt retirement benefit		5,382			—					5,382
Income tax expense		37,840			342			(e)		38,182
Income from unconsolidated affiliates, net		9,589			—					9,589
Net (loss) income attributable to noncontrolling interest		(701	)		(725	)		(f)		24
Net loss (income) from continuing operations		70,467			(11,037	)				59,430
(a)	This adjustment reflects the elimination of sales and other operating revenues and cost of goods and services<br>sold of the Canadian Cannabis Subsidiaries.
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(b)	This adjustment reflects the elimination of selling, general, and administrative expenses of the Canadian<br>Cannabis Subsidiaries. Not included in the pro forma results are anticipated savings due to costs that may be reduced or eliminated.
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(c)	This adjustment reflects the elimination of other income, net from the deconsolidation of the Canadian Cannabis<br>Subsidiaries.
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(d)	This adjustment reflects the impact on interest expense from the deconsolidation of the Canadian Cannabis<br>Subsidiaries.
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(e)	This adjustment reflects the elimination of income tax expense of the Canadian Cannabis Subsidiaries. Not<br>included in the pro forma results is the revision of the effective tax rate on the pro forma results.
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(f)	This adjustment reflects the elimination of (loss) income from noncontrolling interests in the Canadian<br>Cannabis Subsidiaries.
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Old Holdco, Inc. (formerly Pyxus International, Inc.) and Subsidiaries

Pro Forma Condensed Consolidated Statements of Operations (Unaudited)

	Year Ended<br>March 31,<br>2020								Year Ended<br>March 31,<br>2020
(in thousands)	(as reported)			Adjustments			Notes		(pro forma)
Sales and other operating revenues	$	1,527,261		$	(5,189	)		(a)	$	1,522,072
Cost of goods and services sold		1,302,582			(5,299	)		(a)		1,297,283
Gross profit		224,679			110					224,789
Selling, general, and administrative expenses		199,016			(32,536	)		(b)		166,480
Other income, net		2,133			905					3,038
Restructuring and asset impairment charges		5,646			—					5,646
Goodwill impairment		33,759			—					33,759
Operating (loss) income		(11,609	)		33,551					21,942
Interest expense		136,656			2,694			(c)		139,349
Interest income		3,850			5,380			(c)		9,230
Income tax expense		131,789			3,453			(d)		135,242
Income from unconsolidated affiliates, net		5,885			—					5,885
Net loss attributable to noncontrolling interests		5,658			1,890			(e)		3,768
Net loss from continuing operations		264,661			30,895					233,766
(a)	This adjustment reflects the elimination of sales and other operating revenues and cost of goods and services<br>sold of the Canadian Cannabis Subsidiaries.
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(b)	This adjustment reflects the elimination of selling, general, and administrative expenses of the Canadian<br>Cannabis Subsidiaries. Not included in the pro forma results are anticipated savings due to costs that may be reduced or eliminated.
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(c)	This adjustment reflects the impact on interest expense and interest income from the deconsolidation of the<br>Canadian Cannabis Subsidiaries.
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(d)	This adjustment reflects the elimination of income tax expense of the Canadian Cannabis Subsidiaries. Not<br>included in the pro forma results is the revision of the effective tax rate on the pro forma results.
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(e)	This adjustment reflects the elimination of loss from noncontrolling interests in the Canadian Cannabis<br>Subsidiaries.
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Pyxus International, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statements of Operations (Unaudited)

	Successor			Predecessor
	One Month<br>Ended<br>September 30,<br>2020			Five Months<br>Ended<br>August 31,<br>2020			Six Months<br>Ended<br>September 30,<br>2020						Six Months<br>Ended<br>September 30,<br>2020
(in thousands)	(as reported)			(as reported)			(combined)*		Adjustments			Notes	(pro forma)
Sales and other operating revenues	$	117,834		$	447,600		$	565,434	$	(3,126	)	(a)	$	562,308
Cost of goods and services sold		107,466			402,594			510,060		(5,560	)	(a)		504,500
Gross profit		10,368			45,006			55,374		2,435				57,809
Selling, general, and administrative expenses		15,684			87,858			103,542		(9,477	)	(b)		94,065
Other expense, net		1,933			539			2,472		2,193		(c)		279
Restructuring and asset impairment charges		1,217			566			1,783		—				1,783
Operating loss		8,466			43,957			52,423		14,105				38,318
Interest expense and debt retirement expense		8,203			46,616			55,647		1,293		(d)		56,940
Interest income		54			1,426			1,480		5,522		(d)		7,002
Reorganization items:
Fresh start reporting expenses					91,541			91,541		23,024		(e)		68,517
Other reorganization income					197,525			197,525		—				197,525
Income tax benefit (expense)		10,583			(292	)		10,291		913		(f)		9,378
Income from unconsolidated affiliates, net		234			2,358			2,592		—				2,592
Net loss attributable to noncontrolling interest		485			962			1,447		1,050		(g)		397
Net income (loss) from continuing operations		(5,313	)		19,037			13,724		39,394				53,118
*	The presentation of the unaudited condensed consolidated statement of operations for the six months ended<br>September 30, 2020 presents combined historical results, prior to any pro forma adjustments, which combined results represent the sum of the reported amounts for the Predecessor period April 1, 2020 through August 31, 2020 combined<br>with the Successor period from September 1, 2020 through September 30, 2020.
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(a)	This adjustment reflects the elimination of sales and other operating revenues and cost of goods and services<br>sold of the Canadian Cannabis Subsidiaries.
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(b)	This adjustment reflects the elimination of selling, general, and administrative expenses of the Canadian<br>Cannabis Subsidiaries. Not included in the pro forma results are anticipated savings due to costs that may be reduced or eliminated.
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(c)	This adjustment reflects the elimination of other expense, net from the deconsolidation of the Canadian<br>Cannabis Subsidiaries.
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(d)	This adjustment reflects the impact on interest expense and debt retirement expense, and interest income from<br>the deconsolidation of the Canadian Cannabis Subsidiaries.
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(e)	This adjustment reflects the elimination of fresh start reporting expenses of the Canadian Cannabis<br>Subsidiaries. Not included in the pro forma results is the impact on other fresh start reporting expenses on the pro forma results.
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(f)	This adjustment reflects the elimination of income tax benefit (expense) of the Canadian Cannabis Subsidiaries.<br>Not included in the pro forma results is the revision of the effective tax rate on the pro forma results.
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(g)	This adjustment reflects the elimination of loss from noncontrolling interests in the Canadian Cannabis<br>Subsidiaries.
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Pyxus International, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet (Unaudited)

	September 30,<br>2020								September 30,<br>2020
(in thousands)	(as reported)			Adjustments			Notes		(pro forma)
Cash, cash equivalents, and restricted cash	$	148,836		$	(959	)		(b)	$	147,877
Trade receivables, net		155,531			(332	)		(b)		155,199
Notes receivable, related parties		—			137,752			(a)		137,752
Inventories, net		844,693			(14,352	)		(b)		830,341
Other current assets		132,757			(2,885	)		(b)		129,872
Total current assets		1,281,817			119,224					1,401,040
Investments in unconsolidated affiliates		67,859			(51,496	)		(c)		16,363
Goodwill		54,876			(8,197	)		(b)		46,679
Other intangible assets, net		66,024			(15,737	)		(b)		50,287
Right-of-use<br>assets		34,677			(328	)		(b)		34,349
Property, plant, and equipment, net		173,177			(47,720	)		(b)		125,457
Other noncurrent assets		59,869			—					59,869
Total assets		1,738,299			(4,255	)				1,734,044
Notes payable to banks		457,916			—					457,916
Accounts payable		56,850			(2,156	)		(b)		54,693
Accrued expenses and other current liabilities		155,283			(2,275	)		(b)		153,008
Total current liabilities		670,049			(4,432	)				665,617
Long-term debt		550,196			(332	)		(b)		549,864
Pension, postretirement, and other long-term liabilities		129,021			(1,179	)		(b)		127,842
Total liabilities		1,349,266			(5,942	)				1,343,324
Common stock		391,402			—					391,402
Retained deficit		(5,313	)		1,687			(d)		(3,626	)
Accumulated other comprehensive loss		828			—					(828	)
Noncontrolling interests		3,772			—					3,772
Total stockholders’ equity		389,033			1,687					390,720
Total liabilities and stockholders’ equity		1,738,299			(4,255	)				1,734,044
(a)	This adjustment reflects the recognition of notes receivable, related parties from the Canadian Cannabis<br>Subsidiaries.
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(b)	This adjustment reflects the elimination of assets and liabilities attributable to the Canadian Cannabis<br>Subsidiaries.
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(c)	This adjustment reflects the impact to investments in unconsolidated affiliates attributable to the Canadian<br>Cannabis Subsidiaries.
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(d)	This adjustment reflects the elimination of retained earnings attributable to the Canadian Cannabis<br>Subsidiaries.
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