What changed in this filing

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Item 1. Financial Statements

2023-08-10 compared with 2023-02-14 · 171 added, 396 removed, 359 unchanged (61% of the section changed)

3 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended Nine Months Ended

December 31, December 31,

Three Months Ended

(in thousands, except per share data) 2023 2022

5 unchanged sentences

Restructuring and asset impairment charges 40 300

Goodwill impairment — 372 — 372

Operating income 36,418 6,952

Loss on deconsolidation/disposition of subsidiaries — 599

Loss on pension settlement — — 2,588 —

Interest expense, net 30,844 25,474

Income (loss) before income taxes and other items 5,574 ( 19,121 )

Income tax expense 17,887 31,809 15,810 9,242

Income from unconsolidated affiliates 5,404 6,102 10,708 5,999

Net loss ( 2,237 ) ( 30,057 ) ( 18,292 ) ( 51,708 )

Net income (loss) attributable to noncontrolling interests 96 43 241 ( 419 )

Net loss attributable to Pyxus International, Inc.

Income tax expense (benefit) 2,646 ( 867 )

Loss (income) from unconsolidated affiliates 2,158 ( 3,749 )

Net income (loss) 770 ( 14,505 )

Net (loss) income attributable to noncontrolling interests ( 34 ) 158

Net income (loss) attributable to Pyxus International, Inc.

$ 804 $ ( 14,663 )

Loss per share:

Income (loss) per share:

Basic and diluted $ 0.03 $ ( 0.59 )

5 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended Nine Months Ended

December 31, December 31,

Three Months Ended

(in thousands) 2023 2022

Net loss $ ( 2,237 ) $ ( 30,057 ) $ ( 18,292 ) $ ( 51,708 )

Net income (loss) $ 770 $ ( 14,505 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment 707 947

Pension and other postretirement benefit plans ( 78 ) — ( 1,640 ) ( 512 )

Change in pension liability for settlements — ( 35 ) — ( 35 )

Cash flow hedges 862 ( 1,503 )

1 unchanged sentence

Total comprehensive income (loss) 2,339 ( 15,061 )

Comprehensive income (loss) attributable to noncontrolling interests 96 43 241 ( 419 )

Comprehensive (loss) income attributable to noncontrolling interests ( 34 ) 158

Comprehensive income (loss) attributable to Pyxus International, Inc.

4 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands) December 31, 2022 December 31, 2021 March 31, 2022

(in thousands) June 30, 2023 June 30, 2022 March 31, 2023

Current assets

9 unchanged sentences

Total current assets 1,436,290 1,451,843 1,220,565

Restricted cash — 389 389

Investments in unconsolidated affiliates 98,591 87,139 100,750

Goodwill — 31,814 —

Other intangible assets, net 37,412 42,052 38,572

7 unchanged sentences

Current liabilities

Notes payable to banks $ 492,326 $ 384,230 $ 378,612

Notes payable $ 585,408 $ 545,224 $ 382,544

Accounts payable 133,854 144,915 170,287

19 unchanged sentences

Retained deficit ( 257,150 ) ( 233,476 ) ( 257,954 )

Accumulated other comprehensive (loss) income ( 477 ) ( 10,053 ) 3,804

Accumulated other comprehensive income 7,084 3,248 5,515

Total stockholders’ equity of Pyxus International, Inc.

7 unchanged sentences

Condensed Consolidated Statements of Stockholders' Equity

Accumulated Other Comprehensive (Loss) Income

Attributable to Pyxus International, Inc.

Accumulated Other Comprehensive Income

(in thousands) Common

4 unchanged sentences

Balance, March 31, 2023 $ 390,290 $ ( 257,954 ) $ ( 6,392 ) $ 8,335 $ 3,572 $ 3,979 $ 141,830

Net (loss) income attributable to Pyxus International, Inc.

— ( 14,663 ) — — — 158 ( 14,505 )

Other — — — — — ( 3,052 ) ( 3,052 )

Other comprehensive income (loss), net of tax — — 947 — ( 1,503 ) — ( 556 )

Net income (loss) — 804 — — — ( 34 ) 770

Other comprehensive income, net of tax — — 707 — 862 — 1,569

Balance, June 30, 2023 $ 390,290 $ ( 257,150 ) $ ( 5,685 ) $ 8,335 $ 4,434 $ 3,945 $ 144,169

Net loss attributable to Pyxus International, Inc.

— ( 1,537 ) — — — ( 13 ) ( 1,550 )

Other comprehensive loss, net of tax — — ( 4,801 ) ( 1,562 ) ( 1,768 ) — ( 8,131 )

Balance, September 30, 2022 390,290 ( 235,013 ) ( 12,727 ) 4,766 3,078 3,183 153,577

Net (loss) income attributable to Pyxus International, Inc.

— ( 2,333 ) — — — 96 ( 2,237 )

Other comprehensive income (loss), net of tax — — 4,855 ( 78 ) ( 371 ) — 4,406

Balance, December 31, 2022 $ 390,290 $ ( 237,346 ) $ ( 7,872 ) $ 4,688 $ 2,707 $ 3,279 $ 155,746

Balance, March 31, 2022 $ 390,290 $ ( 218,813 ) $ ( 8,873 ) $ 6,328 $ 6,349 $ 6,090 $ 181,371

Net loss attributable to Pyxus International, Inc.

— ( 11,508 ) — — — ( 120 ) ( 11,628 )

Net (loss) income — ( 14,663 ) — — — 158 ( 14,505 )

Other — — — — — ( 3,052 ) ( 3,052 )

Other comprehensive income, net of tax — — 689 — 4,328 — 5,017

Other comprehensive income (loss), net of tax — — 947 — ( 1,503 ) — ( 556 )

Balance, June 30, 2022 $ 390,290 $ ( 233,476 ) $ ( 7,926 ) $ 6,328 $ 4,846 $ 3,196 $ 163,258

Net loss attributable to Pyxus International, Inc.

— ( 9,681 ) — — — ( 342 ) ( 10,023 )

Other — — — — — ( 88 ) ( 88 )

Other comprehensive loss, net of tax — — ( 1,591 ) ( 512 ) ( 2,896 ) — ( 4,999 )

Balance, September 30, 2021 391,089 ( 157,883 ) ( 5,551 ) 29 ( 1,193 ) 5,728 232,219

Net (loss) income attributable to Pyxus International, Inc.

— ( 30,100 ) — — — 43 ( 30,057 )

Other ( 799 ) — — — — ( 155 ) ( 954 )

Other comprehensive loss, net of tax — — ( 1,753 ) ( 35 ) ( 1,550 ) — ( 3,338 )

Balance, December 31, 2021 $ 390,290 $ ( 187,983 ) $ ( 7,304 ) $ ( 6 ) $ ( 2,743 ) $ 5,616 $ 197,870

See "Notes to Condensed Consolidated Financial Statements"

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

(in thousands) December 31, 2022 December 31, 2021

Three Months Ended

(in thousands) June 30, 2023 June 30, 2022

Operating Activities:

Net loss $ ( 18,292 ) $ ( 51,708 )

Adjustments to reconcile net loss to net cash used by operating activities:

Net income (loss) $ 770 $ ( 14,505 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization 4,606 5,929

1 unchanged sentence

Loss on foreign currency transactions 1,926 39

Asset impairment charges 4,035 6,111

Loss on deconsolidation/disposition of subsidiaries — 599

Loss on pension settlement 2,588 —

Income from unconsolidated affiliates, net of dividends 814 3,212

Loss from unconsolidated affiliates, net of dividends 2,158 7,773

Changes in operating assets and liabilities, net

9 unchanged sentences

Other, net ( 4,483 ) ( 2,899 )

Net cash used by operating activities ( 110,599 ) ( 184,831 )

Net cash used in operating activities ( 285,674 ) ( 242,490 )

Investing Activities:

Purchases of property, plant, and equipment ( 3,661 ) ( 2,210 )

Proceeds from sale of property, plant, and equipment 2,213 2,168

Collections from beneficial interests in securitized trade receivables 30,419 45,468

DIP loan to deconsolidated subsidiary — ( 5,229 )

Collection of DIP loan from deconsolidated subsidiary — 10,996

Proceeds from settlement of debt claims from deconsolidated subsidiaries — 2,011

3 unchanged sentences

Net proceeds from short-term borrowings 205,879 170,419

Proceeds from DDTL facility — 117,600

Repayment of DDTL facility ( 110,250 ) ( 15,375 )

Proceeds from DDTL term loan facility 100,000 —

Proceeds from revolving loan facilities 65,000 —

1 unchanged sentence

Debt issuance costs ( 3,462 ) ( 2,036 )

Fees paid to refinance the DDTL facility ( 4,000 ) —

Other, net ( 34 ) 372

1 unchanged sentence

Effect of exchange rate changes on cash ( 2,158 ) 322

Increase in cash, cash equivalents, and restricted cash 17,071 52,530

Pyxus International, Inc.

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

(in thousands) December 31, 2022 December 31, 2021

Decrease in cash, cash equivalents, and restricted cash ( 33,408 ) ( 26,378 )

Cash and cash equivalents at beginning of period 136,733 198,777

12 unchanged sentences

Basis of Presentation and Summary of Significant Accounting Policies

New Accounting Standards

Revenue Recognition

Restructuring and Asset Impairment Charges

Loss Per Share

Income (Loss) Per Share

Inventories, Net

CCAA Proceeding and Deconsolidation of Subsidiaries

Equity Method Investments

5 unchanged sentences

Fair Value Measurements

Pension and Other Postretirement Benefits

Contingencies and Other Information

1 unchanged sentence

Segment Information

Subsequent Events

Basis of Presentation and Summary of Significant Accounting Policies

9 unchanged sentences

Due to the seasonal nature of the Company’s business, the results of operations for a fiscal quarter are not necessarily indicative of the operating results that may be attained for other quarters or a full fiscal year.

Segment Information

During the year ended March 31, 2022, the Company reevaluated its operating and reportable segments under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 280 - Segment Reporting .

As a result of this reevaluation, effective as of the fourth quarter of the fiscal year ended March 31, 2022, the Company has eight operating segments organized by geographic area and product category that are aggregated into one reportable segment for financial reporting purposes:

Based on our reevaluation, the Company concluded that the economic characteristics of our five Leaf region operations in North America, South America, Europe, Asia, and Africa were similar.

Each geographic region derives its revenues mainly from shipping processed tobacco to manufacturers of cigarettes and other consumer tobacco products around the world, with a smaller percentage of revenue in each region being derived from performing third-party tobacco processing services.

The three product category operating segments other than Leaf do not individually or in the aggregate meet the quantitative and qualitative thresholds to be individually reportable and have been combined and reported in the "All Other" category for purposes of reconciliation of respective balances for the Leaf segment to the condensed consolidated financial statements.

Prior-period segment financial information has been revised to conform to the current-year presentation.

See " Note 20.

Segment Information " for additional information.

Reclassifications

The prior-period amount for goodwill impairment has been reclassified from other expense (income), net to conform to the current-year presentation.

New Accounting Standards

Recently Adopted Accounting Pronouncements

In November 2021, the FASB issued Accounting Standards Update ("ASU") No.

2021-10, Disclosures by Business Entities about Government Assistance .

This ASU created ASC Topic 832, Government Assistance , and requires certain information be disclosed regarding assistance received from a government entity when either a grant or contribution accounting model is applied.

The new disclosures are required for annual periods for transactions with a government entity that are within the scope of the Topic.

The new disclosure guidance was adopted prospectively and became effective for the Company on April 1, 2022.

The adoption of this new accounting standard is not expected to have a material impact on the Company's annual disclosures for fiscal year 2023.

Revenue Recognition

Product revenue is primarily processed tobacco sold to the customer.

Processing and other revenues are mainly contracts to process customer-owned green tobacco.

During processing, ownership remains with the customers.

Product revenue is primarily from the sale of processed tobacco to customers.

Processing and other revenues are mainly derived via contracts to process customer-owned green tobacco.

During such processing, ownership remains with the customers.

All Other revenue is primarily composed of revenue from the sale of e-liquids and non-tobacco agriculture products.

The following disaggregates sales and other operating revenues by major source, with the All Other category being included for purposes of reconciliation of the respective balances below of the Leaf segment (the Company's sole reportable segment) to the condensed consolidated financial statements:

Three Months Ended Nine Months Ended

December 31, December 31,

2022 2021 2022 2021

Three Months Ended

Product revenue $ 450,938 $ 322,884

4 unchanged sentences

The following summarizes activity in the allowance for expected credit losses:

Three Months Ended Nine Months Ended

December 31, December 31,

2022 2021 2022 2021

Three Months Ended

Balance, beginning of period $ ( 24,730 ) $ ( 24,541 )

Additions ( 320 ) ( 165 )

Write-offs 201 — 2,069 147

Write-offs and other adjustments 610 1,376

Balance, end of period ( 24,440 ) ( 23,330 )

1 unchanged sentence

Trade receivables, net $ 185,467 $ 155,976

Restructuring and Asset Impairment Charges

The Company continued its focus on cost saving initiatives.

The employee separation and asset impairment charges for the periods ended December 31, 2022 were primarily related to the restructuring of certain non-leaf agriculture operations.

The employee separation and asset impairment charges for the periods ended December 31, 2021 were primarily related to the write-off of the Company's remaining industrial hemp cannabidiol ("CBD") extraction equipment and the continued restructuring of certain leaf operations.

The following summarizes the Company's restructuring and asset impairment charges:

Three Months Ended Nine Months Ended

December 31, December 31,

2022 2021 2022 2021

Employee separation charges $ 35 $ 510 $ 345 $ 1,913

Asset impairment and other non-cash charges — 50 4,035 5,739

Restructuring and asset impairment charges $ 35 $ 560 $ 4,380 $ 7,652

The Company's quarterly provision for income taxes has generally been calculated using the annual effective tax rate method ("AETR method"), which applies an estimated annual effective tax rate to pre-tax income or loss.

The AETR method was used to calculate the provision for income taxes for the prior fiscal years, for which the Company reported income tax benefits in each prior reporting period.

As of December 31, 2022, the AETR method produced an unreliable estimate of the Company’s annual effective tax rate;

As of June 30, 2023, market specific factors coupled with tax rate sensitivity caused the AETR method to produce an unreliable estimate of the Company’s annual effective tax rate;

therefore, the Company recorded its interim income tax provision using the discrete method, as allowed under ASC 740-270, Income Taxes - Interim Reporting .

Using the discrete method, the Company determined current and deferred income tax expense as if the nine-month interim period of the current fiscal year were an annual period.

The effective tax rate for the nine months ended December 31, 2022 and 2021 was ( 119.9 )% and ( 19.1 )%, respectively.

For the nine months ended December 31, 2022 and 2021, the difference between the Company’s effective rate and the U.S.

statutory rate of 21.0% is primarily due to the impact of net foreign exchange effects, non-deductible interest, and variations in the expected jurisdictional mix of earnings.

Loss Per Share

The following summarizes the computation of loss per share:

Three Months Ended Nine Months Ended

December 31, December 31,

2022 2021 2022 2021

Basic and diluted loss per share:

Net loss attributable to Pyxus International, Inc.

Using the discrete method, the Company determined current and deferred income tax expense as if the three-month interim period of the current fiscal year were an annual period.

The effective tax rate for the three months ended June 30, 2023 and 2022 was 47.5 % and 4.5 %, respectively.

For the three months ended June 30, 2023 and 2022, the difference between the Company’s effective rate and the U.S.

statutory rate of 21.0% is primarily due to the impact of foreign exchange effects, valuation allowance impacts of non-deductible interest, U.S.

taxation of foreign earnings, and variations in the jurisdictional mix of earnings.

Income (Loss) Per Share

The following summarizes the computation of income (loss) per share:

Three Months Ended

Basic and diluted income (loss) per share:

Net income (loss) attributable to Pyxus International, Inc.

$ 804 $ ( 14,663 )

Weighted average number of shares outstanding 25,000 25,000

Basic and diluted loss per share $ ( 0.09 ) $ ( 1.20 ) $ ( 0.74 ) $ ( 2.05 )

Basic and diluted income (loss) per share $ 0.03 $ ( 0.59 )

Inventories, Net

The following summarizes the composition of inventories, net:

December 31, 2022 December 31, 2021 March 31, 2022

June 30, 2023 June 30, 2022 March 31, 2023

Processed tobacco $ 642,745 $ 646,539 $ 498,398

3 unchanged sentences

Total $ 1,006,437 $ 980,070 $ 775,071

CCAA Proceeding and Deconsolidation of Subsidiaries

On January 21, 2021, Figr Norfolk Inc.

("Figr Norfolk"), Figr Brands, Inc.

("Figr Brands"), and Canada’s Island Garden Inc.

("Figr East," and together with Figr Norfolk and Figr Brands, the "Canadian Cannabis Subsidiaries"), which, prior to their disposition, were indirect subsidiaries of 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 "Canadian Court") in Ontario, Canada as Court File No.

CV-21-00655373-00CL (the "CCAA Proceeding").

On January 21, 2021 (the "Order Date"), upon application by the Canadian Cannabis Subsidiaries, the Canadian 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 Canadian Court-appointed monitor of the Canadian Cannabis Subsidiaries during the pendency of the CCAA Proceeding (the "Monitor").

The administration of the CCAA Proceeding, including the Canadian Court's appointment of the Monitor and the related authority of the Monitor, including approval rights with respect to significant actions of the Canadian Cannabis Subsidiaries during the pendency of the CCAA Proceeding, resulted in the Company losing control (in accordance with U.S.

GAAP) of the Canadian Cannabis Subsidiaries at that time, and the deconsolidation on January 20, 2021 of the Canadian Cannabis Subsidiaries' assets and liabilities and elimination of their equity components from the Company's consolidated financial statements as of January 21, 2021.

Prior to the deconsolidation of the Canadian Cannabis Subsidiaries, they comprised an operating segment within the Other Products and Services reportable segment, which upon the Company's reevaluation of operating and reportable segments effective during the fourth quarter of the fiscal year ended March 31, 2022 is presented in the All Other category.

Upon deconsolidation, the Company accounts for its investments in the Canadian Cannabis Subsidiaries using the cost method of accounting.

On January 29, 2021, the Canadian Court issued an order permitting the Canadian Cannabis Subsidiaries to initiate a sale and investment solicitation process to be conducted by the Monitor and its affiliate to solicit interest in, and opportunities for, a sale of, or investment in, all or substantially all, or one or more components, of the assets and/or the business operations of the Canadian Cannabis Subsidiaries.

On January 28, 2022, a sale of the assets of Figr Norfolk for a purchase price of Cdn.$ 5,000 was completed.

On June 28, 2021, a sale of the outstanding equity of Figr East and certain intangible assets of Figr Brands for an aggregate purchase price of Cdn.$ 24,750 was completed.

On February 2, 2022, Figr Norfolk and Figr Brands obtained approval to make cash distributions to their creditors pursuant to a distribution protocol approved by the Canadian Court.

In the three months ended June 30, 2022, the Company received $ 2,011 in settlement of its debt claims with respect to the Canadian Cannabis Subsidiaries and did not receive any recovery with respect to its equity interest in the Canadian Cannabis Subsidiaries.

On April 21, 2022, Figr Norfolk and Figr Brands obtained approval from the Canadian Court to terminate the CCAA Proceedings and commence bankruptcy proceedings under Canada's Bankruptcy and Insolvency Act (the "BIA Proceedings") to complete certain corporate and tax-related wind-up activities.

On May 13, 2022, Figr Norfolk and Figr Brands commenced the BIA Proceedings.

On June 13, 2022, the CCAA Proceedings were formally terminated.

Related Party Relationship

The commencement of the CCAA Proceeding, the appointment of the Monitor, and the subsequent deconsolidation of the Canadian Cannabis Subsidiaries results in transactions with the Canadian Cannabis Subsidiaries no longer being eliminated in consolidation.

As such, transactions between the Company and the Canadian Cannabis Subsidiaries, including loans under the debtor-in-possession financing facility (the "Canadian DIP Facility") from another non-U.S.

subsidiary of Pyxus (the "DIP Lender") provided during the pendency of the CCAA Proceedings, which were fully repaid on July 8, 2021, are treated as related party transactions.

See " Note 19.

Related Party Transactions " for transactions between the Company and the Canadian Cannabis Subsidiaries.

Equity Method Investments

The following summarizes the Company's equity method investments as of December 31, 2022:

The following summarizes the Company's equity method investments as of June 30, 2023:

Investee Name Location Primary Purpose Ownership Percentage Basis Difference

10 unchanged sentences

The following summarizes financial information for these equity method investments:

Three Months Ended Nine Months Ended

December 31, December 31,

2022 2021 2022 2021

Three Months Ended

Operations statement:

1 unchanged sentence

Gross profit 7,185 14,089

Net income 11,625 13,421 23,867 13,727

Net (loss) income ( 3,854 ) 8,330

Company's dividends received — 11,522

December 31, 2022 December 31, 2021 March 31, 2022

June 30, 2023 June 30, 2022 March 31, 2023

Balance sheet:

7 unchanged sentences

The following summarizes the Company's financial relationships with its unconsolidated variable interest entities:

December 31, 2022 December 31, 2021 March 31, 2022

June 30, 2023 June 30, 2022 March 31, 2023

Investments in variable interest entities $ 91,587 $ 80,446 $ 93,754

2 unchanged sentences

Other Intangible Assets, Net

The following summarizes the changes in the Company's goodwill and other intangible assets, net:

Nine Months Ended December 31, 2022

The following summarizes the changes in the Company's other intangible assets, net:

Three Months Ended June 30, 2023

Weighted Average Remaining Useful Life Beginning Carrying Amount, Net Amortization Expense Ending Intangible Assets, Net

5 unchanged sentences

Year Ended March 31, 2023

Weighted Average Remaining Useful Life Beginning Carrying Amount, Net Additions Amortization Expense Disposition of Humble Juice Impairment Ending Intangible Assets, Net

Weighted Average Remaining Useful Life Beginning Carrying Amount, Net Amortization Expense Ending Intangible Assets, Net

Intangibles subject to amortization:

2 unchanged sentences

Trade names 11.4 years 10,022 ( 807 ) 9,215

Intangibles not subject to amortization:

Goodwill 36,853 — — ( 4,667 ) ( 32,186 ) —

Total $ 45,061 $ ( 6,489 ) $ 38,572

1 unchanged sentence

The following summarizes debt and notes payable:

December 31, December 31, March 31,

June 30, June 30, March 31,

(in thousands) Interest Rate 2023 2022 2023

2 unchanged sentences

$ 50,000 $ 90,000 $ 25,000

Exit ABL Credit Facility 5.8 % (1)

DDTL Term Loan Facility (2)

DDTL Facility (2)

— 106,013 107,832

Senior secured notes:

10.0 % senior secured first lien notes (3)

10.0% Notes Due 2024 (3)

20,004 271,678 19,931

Exit Term Loan Credit Facility (4)

8.5% Notes Due 2027 (4)

253,779 — 253,483

Other long-term debt 4.4 % (1)

Senior secured term loans:

Intabex Term Loans (5)

186,307 $ — 186,194

Notes payable to banks (5)

Pyxus Term Loans (6)

133,284 $ — 133,393

Exit Facility Loans (7)

— $ 220,518 —

Other long-term debt 7.9 % (1)

Notes payable (8)

585,408 545,224 382,544

Total debt $ 1,229,258 $ 1,237,782 $ 1,001,049

5 unchanged sentences

Letters of credit $ 6,018 $ 14,430 $ 11,684

(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.

(1) Weighted average rate for the trailing twelve months ended June 30, 2023 or, for indebtedness outstanding only during a portion of such twelve-month period, for the portion of such period that such indebtedness was outstanding.

(2) The amount outstanding at June 30, 2022 is net of original issue discount of $ 499 .

The DDTL Facility was refinanced on July 28, 2022, with the issuance of the DDTL Term Loans, which refinancing included a partial principal payment of $ 9,000 and an exit fee payment of $ 5,250 .

Subsequent to this refinancing, on February 6, 2023, the DDTL Term Loans were exchanged for $ 102,000 (inclusive of a $ 2,000 exit fee) of Intabex Term Loans.

(3) On February 6, 2023, $ 260,452 of the 10.0 % Notes due 2024 were exchanged for 8.5 % Notes due 2027.

The remaining 10.0 % Notes due 2024 outstanding of $ 20,004 is net of a debt discount of $ 387 .

Total repayment at maturity is $ 20,391 .

(4) Balance of $ 253,779 is net of a debt discount of $ 6,673 .

Total repayment at maturity is $ 260,452 .

(5) Balance of $ 186,307 is net of a debt discount of $ 2,726 .

Total repayment at maturity is $ 189,033 , which includes a $ 2,000 exit fee payable upon repayment

(6) Balance of $ 133,284 is net of a debt premium of $ 2,734 .

Total repayment at maturity is $ 130,550 .

(7) On February 6, 2023, $ 189,033 , representing 40.0 % of the Exit Facility Loans were exchanged for Intabex Term Loans, and $ 130,550 , representing the remaining 60.0 % of the Exit Facility Loans were exchanged for Pyxus Term Loans.

(8) Primarily foreign seasonal lines of credit.

Outstanding Senior Secured Debt

ABL Credit Facility

4 unchanged sentences

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).

The ABL Credit Facility matures, subject to extension on terms and conditions set forth in the ABL Credit Agreement, on February 8, 2027.

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, 2023.

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.

At June 30, 2023, Pyxus Holdings was in compliance with the covenants under the ABL Credit Agreement.

Intabex Term Loans

Pursuant to (i) an exchange offer (the "DDTL Facility Exchange") made to, and accepted by, holders of 100.0 % of the outstanding term loans (the "DDTL Term Loans") under the Amended and Restated Term Loan Credit Agreement, effectuated pursuant to that certain Amendment and Restatement Agreement, dated as of June 2, 2022 (the "DDTL Credit Agreement"), by and among Intabex Netherlands B.V., as borrower ("Intabex"), the guarantors party thereto, the administrative agent and collateral agent thereunder, and the several lenders from time to time party thereto and (ii) an exchange offer (the "Exit Facility Exchange") made to, and accepted by, holders of 100.0 % of the outstanding term loans (the "Exit Term Loans") under the Exit Term Loan Credit Agreement, dated as of August 24, 2020 (the "Exit Term Loan Credit Agreement"), by and among Pyxus Holdings, as borrower, the guarantors party thereto, the administrative agent and collateral agent thereunder, and the several lenders from time to time party thereto, on February 6, 2023, Pyxus Holdings entered into the Intabex Term Loan Credit Agreement, dated as of February 6, 2023 (the "Intabex Term Loan Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus (US) LLC ("Alter Domus"), as administrative agent and senior collateral agent.

The Intabex Term Loan Credit Agreement established a term loan credit facility in an aggregate principal amount of approximately $ 189,033 (the "Intabex Credit Facility"), under which term loans in the full aggregate principal amount of the Intabex Credit Facility (the "Intabex Term Loans") were deemed made in exchange for (i) $ 100,000 principal amount of the DDTL Term Loans, plus an additional $ 2,000 on account of the exit fee payable under the DDTL Credit Agreement and (ii) approximately $ 87,033 principal amount of Exit Term Loans, representing 40.0 % of the outstanding principal amount thereof (including the applicable accrued and unpaid PIK interest thereon).

The Intabex Term Loans bear interest, at Pyxus Holdings’ option, at either (i) a term SOFR rate (subject to a floor of 1.5 %) plus 8.0 % per annum or (ii) an alternate base rate plus 7.0 % per annum.

The Intabex Term Loans are stated to mature on December 31, 2027.

A detailed description of the Intabex Term Loan Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

At June 30, 2023, Pyxus Holdings and the guarantors under the Intabex Term Loan Credit Agreement were in compliance with all covenants under the Intabex Term Loan Credit Agreement.

Pyxus Term Loans

Pursuant to the Exit Facility Exchange, on February 6, 2023, Pyxus Holdings entered into the Pyxus Term Loan Credit Agreement, dated as of February 6, 2023 (the "Pyxus Term Loan 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 $ 130,550 (the "Pyxus Credit Facility"), under which term loans in the full aggregate principal amount of the Pyxus Credit Facility (the "Pyxus Term Loans" and, together with the Intabex Term Loans, the "New Term Loans") were deemed made in exchange for 60.0 % of the outstanding principal amount of Exit Term Loans (including the applicable accrued and unpaid PIK interest thereon).

The Pyxus Term Loans bear interest, at Pyxus Holdings’ option, at either (i) a term SOFR rate (subject to a floor of 1.5 %) plus 8.0 % per annum or (ii) an alternate base rate plus 7.0 % per annum.

The Pyxus Term Loans are stated to mature on December 31, 2027.

A detailed description of the Pyxus Term Loan Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

At June 30, 2023, Pyxus Holdings and the guarantors under the Pyxus Term Loan Credit Agreement were in compliance with all covenants under the Pyxus Term Loan Credit Agreement.

8.50% Senior Secured Notes due 2027

Pursuant to an exchange offer (the "Notes Exchange" and, together with the DDTL Facility Exchange and the Exit Facility Exchange, the "Debt Exchange Transactions") made by Pyxus Holdings and accepted by holders of approximately 92.7 % of the aggregate principal amount of the outstanding 10.0 % Senior Secured First Lien Notes due 2024 issued by Pyxus Holdings (the "2024 Notes") pursuant to that certain Indenture, dated as of August 24, 2020 (the "2024 Notes Indenture"), by and among Pyxus Holdings, the guarantors party thereto and the trustee, collateral agent, registrar and paying agent thereunder, on February 6, 2023, Pyxus Holdings issued approximately $ 260,452 in aggregate principal amount of 8.5 % Senior Secured Notes

due December 31, 2027 (the "2027 Notes" and, together with the New Term Loans, the "New Secured Debt") to the exchanging holders of the 2024 Notes for an equal principal amount of 2024 Notes.

The 2027 Notes were issued pursuant to the Indenture, dated as of February 6, 2023 (the "2027 Notes Indenture"), among Pyxus Holdings, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, and Alter Domus, as collateral agent.

The 2027 Notes bear interest at a rate of 8.5 % per annum, which interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

The 2027 Notes are stated to mature on December 31, 2027.

A detailed description of the 2027 Notes and the 2027 Notes Indenture is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

At June 30, 2023, Pyxus Holdings and the guarantors of the 2027 Notes were in compliance with all covenants under the 2027 Notes Indenture.

Refinanced Senior Secured Debt

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.

On April 23, 2021 (the “DDTL Closing Date”), Intabex entered into a Term Loan Credit Agreement (as amended on May 21, 2021, the "Initial DDTL Facility Credit Agreement"), dated as of April 23, 2021, by and among (i) Intabex, as borrower, (ii) the Company, Pyxus Parent, Pyxus Holdings, Alliance One International, LLC, Alliance One International Holdings, Ltd, as guarantors (collectively, the "Parent Guarantors"), (iii) the lenders thereto, which included certain funds managed by Glendon Capital Management, L.P., Monarch Alternative Capital LP, and Owl Creek Asset Management, L.P.

(collectively and, together other lenders that became parties thereto as lenders, the "DDTL Facility Lenders"), and (iv) Alter Domus, as administrative agent and collateral 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 was drawn (the "Initial DDTL Loans") by March 31, 2022.

The obligations of Intabex under the Initial DDTL Facility Credit Agreement (and certain related obligations) were (a) guaranteed by the 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 was or became a guarantor of borrowings under the Exit Term Loan Credit Agreement and (b) was 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.

The Initial DDTL Credit Facility Agreement was amended and restated by the DDTL Credit Agreement, which established a $ 100,000 term loan credit facility (the "DDTL Term Loan Facility") and required that Intabex use the net proceeds of the DDTL Term Loans made thereunder 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 and the payment of fees and expenses incurred in connection with repaying such borrowings and incurring the DDTL Term Loans under the DDTL Credit Agreement.

The DDTL Term Loans were exchanged upon consummation of the DDTL Facility Exchange on February 6, 2023.

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

On August 24, 2020, pursuant to the Exit Term Loan Credit Agreement, Pyxus Holdings became obligated with respect to the Exit Term Loans in an aggregate principal amount of approximately $ 213,418 .

Pyxus Holdings’ obligations under the Exit Term Loan Credit Agreement (and certain related obligations) were (a) guaranteed by Pyxus Parent, Inc.

and the Company, all of Pyxus Holdings’ material domestic subsidiaries and certain of Pyxus Holdings’ foreign subsidiaries, and each of Pyxus Holdings’ material domestic subsidiaries was required to guarantee the Exit Term Loan Credit Agreement on a senior secured basis and (b) secured by specified collateral owned by Pyxus Holdings and such guarantors.

The Exit Term Loans were exchanged upon consummation of the DDTL Facility Exchange and the Exit Facility Exchange on February 6, 2023.

Related Party Transactions

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.

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• approximately 68.1 % of the Exit Term Loans outstanding under the Exit Term Loan Credit Agreement;

• 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

• approximately 64.1 % of the 2024 Notes outstanding under the 2024 Notes Indenture.

Pursuant to the Support Agreement, the Supporting Holders agreed to participate in the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange.

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.

and Glendon Opportunities Fund II, L.P., Glendon Capital Management, L.P.

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 a 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, Monarch Alternative Capital LP 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.

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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.

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 amendments thereto (including the DDTL Credit Agreement) and the Support Agreement, effected borrowings under the Initial DDTL Credit Facility Agreement and the DDTL Credit Agreement and commenced the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange.

The Initial DDTL Credit Facility Agreement and the amendments thereto (including the DDTL Credit Agreement), any and all borrowings thereunder, the related guaranty transactions, the Support Agreement, the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange, including the Intabex Term Loan Credit Agreement, the Intabex Term Loans, the Pyxus Term Loan Credit Agreement, the Pyxus Term Loans, the 2027 Notes and the 2027 Notes Indenture 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.

Other Outstanding Debt

In conjunction with the Notes Exchange, Pyxus Holdings received consents from requisite holders of 2024 Notes to amend the 2024 Notes Indenture, the 2024 Notes and the related intercreditor and security documents to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the 2024 Notes Indenture, (ii) eliminate the change of control repurchase obligation in the 2024 Notes Indenture, (iii) subordinate the 2024 Notes in right of payment to existing and future senior indebtedness (including the New Secured Debt), (iv) eliminate certain events of default and (v) release all of the collateral securing the 2024 Notes.

On February 6, 2023, the relevant parties to the 2024 Notes Indenture entered into the Second Supplemental Indenture, dated as of February 6, 2023 (the "2024 Notes Supplemental Indenture"), to the 2024 Notes Indenture, pursuant to which the 2024 Notes Indenture, the 2024 Notes and the related intercreditor and security documents were amended to effect these changes.

The 2024 Notes bear interest at a rate of 10.0 % per year, payable semi-annually in arrears in cash on February 15 and August 15 of each year.

The 2024 Notes are stated to mature on August 24, 2024.

At June 30, 2023, Pyxus Holdings and the guarantors of the 2024 Notes were in compliance with all covenants under the 2024 Notes Indenture, as amended by the 2024 Notes Supplemental Indenture.

Foreign 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 days 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 June 30, 2023, the total borrowing capacity under individual foreign seasonal lines of credit range up to $ 160,551 .

As of June 30, 2023, the aggregate amount available for borrowing under the seasonal lines of credit was $ 149,047 .

At June 30, 2023 , the Company was permitted to borrow under foreign seasonal lines of credit up to a total $ 712,255 , subject to limitations under the ABL Credit Agreement and the agreements governing the New Secured Debt.

At June 30, 2023 , $ 896 of cash was held on deposit as a compensating balance.

At June 30, 2023, the Company, and its subsidiaries, were in compliance with the covenants associated with its short-term seasonal lines of credit.

Securitized Receivables

The Company sells trade receivables to unaffiliated financial institutions under three accounts receivable securitization facilities, two of which are subject to annual renewal.

The Company sells trade receivables to unaffiliated financial institutions under four accounts receivable securitization facilities, two of which are subject to annual renewal.

Under the first facility, the Company continuously sells a designated pool of trade receivables to a special purpose entity, which sells 100 % of the receivables to an unaffiliated financial institution.

As of December 31, 2022, the investment limit of this facility was $ 100,000 of trade receivables.

As of June 30, 2023, the investment limit of this facility was $ 100,000 of trade receivables.

For the other facilities, the Company offers trade receivables for sale to an unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution.

As of December 31, 2022, the investment limit under the second facility was $ 110,000 of trade receivables.

As of December 31, 2022, the investment limit under the third facility was variable based on qualifying sales.

As of June 30, 2023, the investment limit under the second facility was $ 110,000 of trade receivables.

As of June 30, 2023, the investment limit under the third and fourth facilities were variable based on qualifying sales.

As the servicer of the first and second facilities, the Company may receive funds that are due to the unaffiliated financial institutions, which are net settled on the next settlement date.

As of December 31, 2022 and 2021, and March 31, 2022, trade receivables, net in the condensed consolidated balance sheets has been reduced by $ 12,280 , $ 2,730 , and $ 1,872 as a result of the net settlement, respectively.

As of June 30, 2023 and 2022, and March 31, 2023, trade receivables, net in the condensed consolidated balance sheets has been reduced by $ 908 , $ 14,893 , and $ 3,193 as a result of the net settlement, respectively.

Refer to " Note 1 3 .

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The following summarizes the Company's accounts receivable outstanding in the securitization facilities, which represents trade receivables sold into the program that have not been collected from the customer, and related beneficial interests, which represents the Company's residual interest in receivables sold that have not been collected from the customer:

December 31, 2022 December 31, 2021 March 31, 2022

June 30, 2023 June 30, 2022 March 31, 2023

Receivables outstanding in facility $ 132,313 $ 179,761 $ 173,979

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The following summarizes the Company's cash purchase price and deferred purchase price:

Nine Months Ended

Three Months Ended

Cash proceeds for the period ended:

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Deferred purchase price 30,419 45,468

Total $ 697,615 $ 472,903

In certain markets, the Company guarantees bank loans for suppliers to finance their crops.

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The following summarizes amounts guaranteed and the fair value of those guarantees:

December 31, 2022 December 31, 2021 March 31, 2022

June 30, 2023 June 30, 2022 March 31, 2023

Amounts guaranteed (not to exceed) $ 138,523 $ 118,615 $ 152,032

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Amounts due to local banks on behalf of suppliers for government subsidized rural credit financing 459 6,376 12,529

(1) Most of the guarantees outstanding at December 31, 2022 expire within one year .

(1) Most of the guarantees outstanding at June 30, 2023 expire within one year .

Derivative Financial Instruments

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These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative expenses.

The Company recorded a net gain of $ 1,966 and $ 4,676 from its derivative financial instruments in cost of goods and services sold for the three and nine months ended December 31, 2022, respectively.

The Company recorded a net gain of $ 663 and $ 1,725 from its derivative financial instruments in cost of goods and services sold for the three and nine months ended December 31, 2021, respectively.

As of December 31, 2022 and 2021, the Company recorded current derivative assets of $ 678 and $ 603 within other current assets and current derivative liabilities of $ 0 and $ 1,280 within accrued expenses and other current liabilities, respectively.

Dollar notional amount of derivative contracts outstanding as of December 31, 2022 and 2021 was $ 32,000 and $ 72,522 , respectively.

The Company recorded a net gain of $ 1,434 and $ 862 from its derivative financial instruments in cost of goods and services sold for the three months ended June 30, 2023 and June 30, 2022, respectively.

As of June 30, 2023 and 2022, and March 31, 2023, the Company recorded current derivative assets of $ 0 , $ 560 , and $ 3,970 within other current assets, respectively.

Dollar notional amount of derivative contracts outstanding as of June 30, 2023 and 2022, and March 31, 2023 was $ 4,378 , $ 7,259 , and $ 63,622 , respectively.

Fair Value Measurements

The following summarizes the financial assets and liabilities measured at fair value on a recurring basis:

December 31, 2022 December 31, 2021 March 31, 2022

June 30, 2023 June 30, 2022 March 31, 2023

Level 2 Level 3 Total

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Financial Liabilities:

Derivative financial instruments $ — $ — $ — $ 1,280 $ — $ 1,280 $ — $ — $ —

Long-term debt $ 492,098 $ 509 $ 492,607 $ 430,573 $ 660 $ 431,233 $ 523,758 $ 514 $ 524,272

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Three Months Ended

December 31, 2022 December 31, 2021

Securitized Beneficial Interests Long-Term Debt Guarantees Securitized Beneficial Interests Long-Term Debt Guarantees

Beginning balance $ 22,842 $ 577 $ 1,206 $ 26,056 $ 3,127 $ 343

Issuances of sales of receivables/guarantees — — 1,549 70,323 — 452

Settlements ( 40,002 ) — ( 79 ) ( 73,977 ) ( 1,070 ) ( 5 )

Additions 60,310 — — — —

Losses recognized in earnings ( 5,500 ) ( 45 ) ( 924 ) ( 829 ) — ( 43 )

Ending balance $ 37,650 $ 532 $ 1,752 $ 21,573 $ 2,057 $ 747

Nine Months Ended

December 31, 2022 December 31, 2021

June 30, 2023 June 30, 2022

Securitized Beneficial Interests Long-Term Debt Guarantees Securitized Beneficial Interests Long-Term Debt Guarantees

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Ending balance $ 19,641 $ 509 $ 5,764 $ 22,762 $ 660 $ 2,601

For the nine months ended December 31, 2022 and 2021, the impact to earnings attributable to the change in unrealized losses on securitized beneficial interests was $ 2,252 and $ 640 , respectively.

Pension and Other Postretirement Benefits

On November 19, 2021, the Compensation Committee of the Company's Board of Directors approved a resolution to terminate the Company's U.S.

defined benefit pension plan ("U.S.

Pension Plan").

During the nine months ended December 31, 2022, the Company settled benefits with vested participants that elected a lump sum payout and made a cash contribution of $ 5,300 to fully fund the U.S.

Pension Plan's liabilities in preparation to purchase a group annuity contract to administer future payments to the remaining U.S.

Pension Plan participants.

In addition, the Company recorded a pension settlement charge of $ 2,588 during the nine months ended December 31, 2022, which included the reclassification of unrecognized pension gains within accumulated other comprehensive loss within the Company's condensed consolidated statements of operations.

Termination of the U.S.

Pension Plan occurred during the three-month period ended December 31, 2022.

For the three months ended June 30, 2023 and 2022, the impact to earnings attributable to the change in unrealized losses on securitized beneficial interests was $ 748 and $ 618 , respectively.

Contingencies and Other Information

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The government in the Brazilian State of Parana ("Parana") issued a tax assessment on October 26, 2007 with respect to local intrastate trade tax credits that result primarily from tobacco transferred between states within Brazil.

At December 31, 2022, the assessment for intrastate trade tax credits taken is $ 2,524 and the total assessment including penalties and interest is $ 9,689 .

At June 30, 2023, the assessment for intrastate trade tax credits taken is $ 2,739 and the total assessment including penalties and interest is $ 10,793 .

On March 18, 2014, the government in Brazilian State of Santa Catarina also issued a tax assessment with respect to local intrastate trade tax credits that result primarily from tobacco transferred between states within Brazil.

At December 31, 2022, the assessment for intrastate trade tax credits taken is $ 2,184 and the total assessment including penalties and interest is $ 6,151 .

At June 30, 2023, the assessment for intrastate trade tax credits taken is $ 2,364 and the total assessment including penalties and interest is $ 6,883 .

The Company believes it has properly complied with Brazilian law and will contest any assessment through the judicial process.

3 unchanged sentences

The Company has an agreement with the state government regarding the amounts and timing of credits that can be sold.

The tax credits have a

carrying value of $ 13,535 .

The tax credits have a carrying value of $ 20,445 as of June 30, 2023.

The intrastate trade tax credits are monitored for impairment in future periods based on market conditions and the Company’s ability to use or sell the tax credits.

1 unchanged sentence

In addition to the above-mentioned matters, certain of the Company’s subsidiaries are involved in other litigation or legal matters incidental to their business activities, including tax matters.

While the outcome of these matters cannot be predicted with certainty, they are being vigorously defended and the Company does not currently expect that any of them will have a material adverse effect on its business or financial position.

While the outcome of these matters cannot be predicted with certainty, they are being vigorously defended and the Company does not currently expect that any of them will have a

material adverse effect on its business or financial position.

However, should one or more of these matters be resolved in a manner adverse to its current expectation, the effect on the Company’s results of operations for a particular fiscal reporting period could be material.

1 unchanged sentence

The Company engages in transactions with its equity method investees primarily for the procuring and processing of inventory.

The following summarizes sales and purchases transactions with related parties:

Three Months Ended Nine Months Ended

December 31, December 31,

2022 2021 2022 2021

The following summarizes sale and purchase transactions with related parties:

Three Months Ended

Sales $ 10,817 $ 10,622

1 unchanged sentence

The Company included the following related party balances in its condensed consolidated balance sheets:

December 31, 2022 December 31, 2021 March 31, 2022 Location in the Condensed Consolidated Balance Sheets

June 30, 2023 June 30, 2022 March 31, 2023

Accounts receivable, related parties $ 5,090 $ 17,750 $ 3,090 Other receivables

Notes receivable, related parties — 2,579 1,431 Other receivables

Accounts payable, related parties 19,776 10,403 20,438 Accounts payable

1 unchanged sentence

Transactions with Significant Shareholders

On August 24, 2020, the Company entered into an Exit Term Loan Credit Agreement and issued Senior Secured First Lien Notes with certain lenders, including the Glendon Investor and the Monarch Investor.

On April 23, 2021, the Company and certain of its subsidiaries with certain funds managed by the Glendon Investor and the Monarch Investor, as lenders, and related matters entered into a $ 120,000 delayed-draw credit facility agreement (see " Note 12.

Debt Arrangements " for additional information).

After that date, a fund managed by Owl Creek Asset Management, L.P.

became a lender under the Initial DDTL Facility.

On December 30, 2021, the Company repaid $ 15,375 of the Initial DDTL Facility.

On June 2, 2022, Intabex, the Company and the DDTL Parent Guarantors entered into the Amendment and Restatement Agreement with the DDTL Facility Lenders and the DDTL Agent to amend and restate the Initial DDTL Facility Credit Agreement as set forth in the DDTL Credit Agreement, which became effective on July 28, 2022 (see " Note 12.

Debt Arrangements " for additional information).

In connection with the effectiveness of the DDTL Credit Agreement, certain funds managed by Glendon Capital Management, L.P.

(the "Glendon Investor"), certain funds managed by Monarch Alternative Capital LP (the "Monarch Investor"), and a fund managed by Owl Creek Asset Management, L.P.

received $ 5,119 of the aggregate $ 5,250 in exit fee payments from the repayment of the principal amount under the Initial DDTL Facility.

The Glendon Investor, the Monarch Investor and a fund managed by Owl Creek Asset Management, L.P.

received in the aggregate $ 3,900 of the total $ 4,000 in commitment and closing fees, which were reflected as original issue discount, paid to all DDTL Loan Lenders in connection with the aggregate $ 97,500 principal amount of the DDTL Term Loans made by them of the total $ 100,000 aggregate principal amount of the DDTL Term Loans made by all DDTL Loan Lenders.

Accrued expenses and other current liabilities as presented in the condensed consolidated balance sheets as of December 31, 2022 and 2021, and March 31, 2022, includes $ 7,649 , $ 6,039 , and $ 3,984 , respectively, of interest payable to the Glen don Investor, the Monarch Investor, and funds managed by Owl Creek Asset Management, L.P.

Interest expense as presented in the condensed consolidated statements of operations includes $ 9,264 and $ 25,494 for the three and nine months ended December 31, 2022, respectively, and $ 8,530 and $ 24,566 for the three and nine months ended December 31, 2021, respectively, that relates to the Glendon Investor, the Monarch Investor, and funds managed by Owl Creek Asset Management, L.P.

Transactions with the Deconsolidated Canadian Cannabis Subsidiaries

In connection with the CCAA Proceeding, the DIP Lender, a non-U.S.

subsidiary of the Company, provided Figr Brands with secured debtor-in-possession financing 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.

These payments also funded fees and expenses 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 agreed to by the DIP Lender.

On July 8, 2021, the loans under the Canadian DIP Facility were fully repaid to the DIP Lender.

As described in " Note 9 .

Debt Arrangements ," funds managed by the Glendon Investor, funds managed by the Monarch Investor, and funds managed by Owl Creek Asset Management, L.P., (such funds are collectively referred to as the "Investor-Affiliated Funds") held 2024 Notes and/or Exit Term Loans, were parties to the Initial DDTL Facility Credit Agreement and amendments thereto (including the DDTL Credit Agreement) and the Support Agreement, and received the New Secured Debt pursuant to the Debt Exchange Transactions.

Accrued expenses and other current liabilities as presented in the consolidated balance sheets as of June 30, 2023 and 2022, and March 31, 2023, includes $ 3,945 , $ 5,953 , and $ 3,653 , respectively, of interest payable to Investor-Affiliated Funds and CI Investments, Inc.

("CI Investments"), which is also a beneficial owner of greater than five percent of the Company's common stock.

Interest expense as presented in the consolidated statements of operations includes $ 10,075 and $ 8,097 for the three months ended June 30, 2023 and 2022 that relates to the Investor-Affiliated Funds and CI Investments.

Segment Information

The following summarizes segment information, with the All Other category being included for purposes of reconciliation of the respective balances below of the Leaf segment (the Company's sole reportable segment) to the condensed consolidated financial statements:

Three Months Ended Nine Months Ended

December 31, December 31,

2022 2021 2022 2021

Three Months Ended

Sales and other operating revenues:

7 unchanged sentences

Restructuring and asset impairment charges 40 300

Goodwill impairment — 372 — 372

Consolidated operating income $ 36,418 $ 6,952

December 31, 2022 December 31, 2021 March 31, 2022

June 30, 2023 June 30, 2022 March 31, 2023

Segment assets:

2 unchanged sentences

Total assets $ 1,802,994 $ 1,812,446 $ 1,582,463

Subsequent Events

Debt Exchange Transactions

As contemplated by the Support Agreement described in " Note 12 .

Debt Arrangements ", on January 5, 2023, the Holding Companies commenced a set of exchange transactions (collectively, the "Exchange Transactions") in which, among other things:

• Each holder of the DDTL Facility Loans was offered the opportunity to exchange all of its DDTL Facility Loans for (i) an equal principal amount of new senior secured term loans due December 31, 2027 with Pyxus Holdings as the borrower (the "New Intabex Loans") and (ii) additional New Intabex Loans in a principal amount equal to 2 % of the principal amount of such holder’s exchanged DDTL Facility Loans on account of the exit fee that would be payable under certain circumstances on the repayment of the DDTL Facility Loans (the "DDTL Facility Loans Exchange Offer");

• Each holder of the Exit Facility Loans was offered the opportunity to exchange (i) 40 % of its Exit Facility Loans for an equal principal amount of New Intabex Loans and (ii) 60 % of its Exit Facility Loans for an equal principal amount of new senior secured term loans due December 31, 2027 with Pyxus Holdings as the borrower (the "New Pyxus Loans" and, together with the New Intabex Loans, the "New Term Loans");

provided that, if less than all holders of Exit Facility Loans participate in the Exchange Transactions the amount of New Intabex Loans reserved for the non-participating holders was be allocated ratably to the participating holders (and the amount of New Pyxus Loans to be issued to participating holders shall be reduced commensurately) (the "Exit Facility Loans Exchange Offer");

• Eligible holders of the Existing Notes being offered the opportunity to exchange any and all of their Existing Notes for an equal principal amount of new 8.50 % Senior Secured Notes due December 31, 2027 (the "New Notes" and, together with the New Term Loans, the "New Secured Debt") to be issued pursuant to an exchange offer conducted by Pyxus Holdings (the "Notes Exchange Offer");

• In conjunction with the Notes Exchange Offer, Pyxus Holdings solicited consents from holders of the Existing Notes to amend the Existing Notes Indenture, the Existing Notes and the related intercreditor and security documents as necessary to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the Existing Notes Indenture, (ii) eliminate the change of control repurchase obligation in the Existing Notes Indenture, (iii) subordinate the Existing Notes in right of payment to existing and future senior indebtedness (including the New Secured Debt), (iv) eliminate certain events of default and (v) release all of the collateral securing the Existing Notes;

• In conjunction with the Exit Facility Loans Exchange Offer, Pyxus Holdings solicited consents from holders of the Exit Facility Loans to amend the agreements governing such loans and any related intercreditor and security documents as necessary to, among other things, (i) eliminate most of the restrictive covenants, certain of the affirmative covenants and the mandatory prepayments in the Exit Term Loan Credit Agreement, (ii) make junior in priority of payment the Exit Facility Loans to the payment in full of the New Secured Debt and (iii) eliminate certain events of default;

• In conjunction with the DDTL Facility Loans Exchange Offer, Pyxus Holdings solicited consents from holders of the DDTL Facility Loans to amend the agreements governing such loans and any related intercreditor and security documents as necessary to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the DDTL Credit Agreement, (ii) make junior in priority of payment the DDTL Facility Loans to the payment in full of the New Intabex Loans and (iii) eliminate certain events of default;

• The Company solicited consents from lenders under the ABL Credit Agreement to amend the ABL Credit Agreement and the related intercreditor agreement (the "ABL Intercreditor Agreement") as necessary to, among other things, (i) modify certain covenants and (ii) give effect to and permit the other Exchange Transactions.

On February 6, 2023 (the "Settlement Date"), the Holding Companies and certain other of the Company’s direct and indirect subsidiaries completed the Exchange Transactions, that included, among other things:

• the election by holders of 100 % of the DDTL Facility Loans to exchange all of their DDTL Facility Loans in the DDTL Facility Exchange);

• the election by holders of 100 % of the Exit Facility Loans to exchange their Exit Facility Loans in Exit Facility Exchange;

• the election by holders of approximately 92.7 % of the aggregate principal amount of the Existing Notes to exchange all of their Existing Notes in the Notes Exchange.

In conjunction with the Notes Exchange, Pyxus Holdings received consents from requisite holders of Existing Notes to amend the Existing Notes Indenture, the Existing Notes and the related intercreditor and security documents as necessary to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the Existing Notes Indenture, (ii) eliminate the change of control repurchase obligation in the Existing Notes Indenture, (iii) subordinate the Existing Notes in right of payment to existing and future senior indebtedness (including the New Secured Debt), (iv) eliminate certain events of default and (v) release all of the collateral securing the Existing Notes.

The Holding Companies also entered into an amendment to the ABL Credit Agreement to, among other things, (i) permit the incurrence of the New Secured Debt (and the related liens and priorities) and the Exchange Transactions, to the extent applicable, and (ii) modify certain covenants to be substantially consistent with those governing the New Secured Debt.

The debt arrangements effected by and in connection with the Exchange Transactions are described in more detail below.

New Intabex Credit Facility

On the Settlement Date, Pyxus Holdings entered into the Intabex Term Loan Credit Agreement, dated as of February 6, 2023 (the "New Intabex Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus (US) LLC ("Alter Domus"), as administrative agent and senior collateral agent, to establish a term loan credit facility in an aggregate principal amount of approximately $ 189.0 million (the "New Intabex Credit Facility"), under which the New Intabex Loans were deemed made in exchange for (x) $ 100.0 million principal amount of DDTL Term Loans (plus an additional $ 2.0 million on account of the exit fee payable thereunder) pursuant to the DDTL Facility Exchange and (y) approximately $ 87.0 million principal amount of Existing Term Loans, representing 40 % of the outstanding principal amount thereof (plus the applicable accrued and unpaid PIK interest thereon) pursuant to the Exit Facility Exchange.

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 prepayment 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 every three months.

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;

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 the New Term Loans were deemed made in exchange for 60 % of the outstanding principal amount of Existing Term Loans (plus the applicable 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 prepayment or penalty.

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;

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 the 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, which interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest accrues on the New Notes from the Settlement Date and is 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 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;

consolidate, merge, sell or otherwise dispose of all or substantially all their assets;

enter into transactions with affiliates;

and designate subsidiaries as unrestricted subsidiaries.

The New Notes and the guarantees thereof have not been and will not be registered under the Securities Act or any state or other securities laws.

The New Notes may not be offered or sold except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and the applicable state securities laws.

Guarantees and Collateral

The obligations of Pyxus Holdings under the New Secured Debt are fully and unconditionally guaranteed by the Company, Pyxus Parent and all of the Company’s domestic subsidiaries and certain of the Company’s foreign subsidiaries, subject to certain limitations (the "New Secured Debt Obligors").

In addition, under the New Intabex Credit Facility, Intabex and Alliance One International Tabak B.V.

(which were obligors under the DDTL Facility Loans) also guarantee the New Intabex Credit Facility (together, the "Specified Intabex Obligors") but do not guarantee the New Notes, the New Pyxus Loans or the ABL Credit Agreement.

In addition, certain assets of the Specified Intabex Obligors (which were pledged as collateral for the DDTL Facility Loans) are pledged as collateral to secure the New Intabex Loans (the "Intabex Collateral") but do not secure the New Notes, the New Pyxus Loans or the ABL Credit Agreement.

The New Secured Debt is secured by (i) a first-priority lien on substantially all assets of the New Secured Debt Obligors other than certain exclusions and certain collateral for which obligations under the ABL Credit Agreement are secured on a first-priority basis (the "ABL Priority Collateral") and (ii) a second-priority lien on the ABL Priority Collateral.

The New Intabex Loans are further secured by a first-priority lien on the Intabex Collateral.

The New Secured Debt shares a single lien, held by Alter Domus, as senior collateral agent (the "Senior Collateral Agent"), on the Collateral (excluding the Intabex Collateral) subject to the payment waterfall pursuant to the intercreditor arrangements described below.

Intercreditor and Collateral Agency Agreement

On the Settlement Date, the New Secured Debt Obligors, together with the representative for the holders of the New Secured Debt and the Senior Collateral Agent, entered into the Intercreditor and Collateral Agency Agreement, dated as of February 6, 2023 (the "Intercreditor and Collateral Agency Agreement"), pursuant to which the Senior Collateral Agent, serves as joint collateral agent for the benefit of the holders of the New Notes, the New Pyxus Loans and the New Intabex Loans with respect to all common collateral securing such indebtedness (the "Collateral";

which, for the avoidance of doubt, excludes Intabex Collateral).

The Intercreditor and Collateral Agency Agreement provides that any Collateral or proceeds thereof received in connection with or upon the exercise of any secured creditor remedies will be distributed (subject to the provisions described in the next paragraph) first to holders of the New Notes and the New Term Loans on a pro rata basis, and then to holders of any future junior debt secured by such Collateral on a pro rata basis (and in each case permitted refinancing indebtedness thereof).

Exercise of rights and remedies against the Collateral and certain rights in a bankruptcy or insolvency proceeding (including the right to object to debtor-in-possession financing or to credit bid) by the Senior Collateral Agent will be controlled first by the holders of a majority in principal amount of the New Term Loans (including, in any event, each holder holding at least 20% of

the New Term Loans as of the Settlement Date, provided such holder holds at least 15% of the New Term Loans as of the date of determination), second, after repayment in full of the New Term Loans, by the holders of a majority in principal amount of the New Notes and last, after repayment in full of the New Term Loans and the New Notes, by holders of a majority in principal amount of any future junior debt secured by the Collateral.

Any such future junior debt will be subject to certain customary waivers of rights in a bankruptcy or insolvency proceeding in favor of the Senior Collateral Agent, including, but not limited to, with respect to debtor-in-possession financing, adequate protection and credit bidding.

Limited Consent and Amendment to ABL Credit Agreement

On January 5, 2023, Pyxus Holdings entered into the Limited Consent and Amendment to the ABL Credit Agreement (the "ABL Amendment"), which became effective concurrently with the consummation of the Exchange Transactions on the Settlement Date and which among other things, (i) permits the incurrence of the New Secured Debt and the related liens and priorities and the Exchange Transactions, to the extent applicable, and (ii) modifies certain covenants to be substantially consistent with those governing the New Secured Debt.

In addition, on the Settlement Date, the New Secured Debt Obligors entered into the amended and restated intercreditor agreement, dated as of February 6, 2023 (the "Amended and Restated Intercreditor Agreement"), to amend and restate the intercreditor agreement, dated as of August 24, 2020, to govern the relative rights of the ABL Facility on the one hand, and the New Secured Debt on the other hand, in the Collateral.

The ABL Facility retains a senior lien on all ABL Priority Collateral while the New Secured Debt has a senior lien on all Collateral other than the ABL Priority Collateral.

Second Supplemental Indenture to the Existing Notes Indenture

On the Settlement Date, Pyxus Holdings entered into the Second Supplemental Indenture, dated as of February 6, 2023 (the "Existing Notes Supplemental Indenture"), to the Existing Notes Indenture, pursuant to which the Existing Notes Indenture, the Existing Notes and the related intercreditor and security documents were amended to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the Existing Notes Indenture, (ii) eliminate the change of control repurchase obligation in the Existing Notes Indenture, (iii) subordinate the Existing Notes in right of payment to existing and future senior indebtedness (including the New Secured Debt), (iv) eliminate certain events of default and (v) release all of the collateral securing the Existing Notes.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements