Pyxus Swaps 8.50% Notes for Equity, Floating Rate Paper

Pyxus International, Inc. and its subsidiary Pyxus Holdings, Inc. said on 10 November 2026 that they have begun a private offer to exchange any and all of the Issuer's outstanding 8.50% Senior Secured Notes due 2027 for a mix of common stock and newly issued floating rate senior secured notes. The company reported $148,338,952 in principal amount outstanding. Early tenders receive $344.37 of equity and $675.90 of new notes per $1,000; later tenders receive $327.15 of equity and $642.11 of notes.

Context — why this matters now

The exchange is paired with a consent solicitation that would strip most of the protective architecture from the existing notes. Pyxus is asking holders to approve amendments that eliminate most restrictive covenants and certain affirmative covenants, remove the change-of-control repurchase obligation, and eliminate certain events of default. A separate consent would release all collateral securing the existing notes.

The company tied the two consents together. Holders cannot approve the covenant changes without also approving the collateral release, and they cannot deliver consents without tendering their notes in the exchange. The company also requires participating holders to agree to exchange all of their holdings of the existing notes, the Intabex term loans and the Pyxus term loans.

A Transaction Support Agreement, effective 5 November 2026, anchors the deal. Supporting holders including Glendon Capital Management, Intermarket Corporation, Owl Creek Asset Management, Acasta Partners, Concise Capital Management, Park West Asset Management and Northeast Investors Trust hold roughly 67.9% of the Intabex term loans, 74.9% of the Pyxus term loans and 56.0% of the outstanding existing notes.

That 56.0% block alone would satisfy the majority threshold needed to adopt the proposed amendments, according to the company. The collateral release needs a higher bar: two-thirds of the aggregate principal amount outstanding.

The company said the amendments would not change its obligation to pay principal or interest, nor alter the stated interest rate, maturity date or redemption provisions of the existing notes.

Data — what the numbers show

The consideration table gives holders two windows. Tenders submitted at or before 5:00 p.m. New York City time on 24 November 2026 receive the early tender package. Tenders after that point but at or before the expiration date receive the standard package.

Per $1,000 principal	Early tender	Standard
Equity value	$344.37	$327.15
New notes principal	$675.90	$642.11

The early window pays $17.22 more in equity value and $33.79 more in new note principal per $1,000, a difference of roughly $51 in total consideration. Equity is priced at $3.25 per share in both packages.

The exchange offer and consent solicitation expire at 5:00 p.m. New York City time on 10 December 2026 unless extended or terminated earlier. Settlement is expected on or about 15 December 2026, the third business day after expiration. Accepted holders also receive accrued and unpaid interest from the last interest payment date to, but not including, the settlement date.

Participation is limited to eligible holders: qualified institutional buyers under Rule 144A, institutional accredited investors under Rule 501, and non-U.S. persons meeting the eligibility letter's definitions. Canadian residents must additionally qualify as accredited investors and permitted clients.

The company's obligation to accept tenders depends on several conditions, including receipt of the amendment requisite consents, the minimum participation condition, substantially concurrent completion of the exchange transactions, receipt of the collateral release requisite consents, and execution of the supplemental indenture.

Analysis — what it means for markets and sectors

The minimum participation condition requires consents from holders of at least 99% of the outstanding principal of each of the existing notes, the Pyxus term loans and the Intabex term loans. The company and the majority supporting holders can waive that threshold. For the existing notes specifically, Pyxus can reduce the bar to 97% if it is aware or has reason to believe that more than 1% of the notes are held by non-eligible holders.

That structure matters because a 99% threshold is rarely met in a public market. The waiver mechanism gives the company and its supporting creditors a path to close even if a small residual sits outside the deal, while the 97% fallback acknowledges that some holdings may be locked out by securities-law eligibility limits.

Holders who do not tender face a materially different instrument after the deal closes. The company said non-tendered notes would lose the benefit of substantially all provisions in the existing indenture, become subordinated in right of payment to the exchange notes and the ABL credit agreement, and, if the collateral release takes effect, be effectively subordinated to all existing and future secured indebtedness to the extent of collateral value.

The carve-out is narrow: the existing notes would not be subordinated to any Pyxus term loans or Intabex term loans that remain outstanding after the exchange transactions complete.

Tenders are irrevocable and consents cannot be revoked, except in limited circumstances where additional withdrawal rights are required by the Transaction Support Agreement or by law, as determined by the company in consultation with the majority creditor parties.

The principal counter-argument sits with holders who believe the collateral and covenant package is worth more than the exchange consideration implies. That view only pays off if the deal fails to reach its thresholds, since the amendments bind all holders of existing notes once the requisite consents are obtained, including those that do not tender.

Positioning is effectively set by the supporting holders, whose 56.0% of the notes already commits to the deal. The flow question is whether the remaining roughly 44% tenders into the early window before 24 November to capture the higher package.

Outlook — what to watch next

Three dates frame the trade. The early tender time at 5:00 p.m. New York City time on 24 November 2026 determines which consideration package a holder receives. The expiration date on 10 December 2026 closes the window. Settlement is expected on or about 15 December 2026.

Between those dates, the key variable is the minimum participation condition. If the 99% threshold is not reached across all three instrument classes, the company and majority supporting holders must decide whether to waive it, or Pyxus must reduce the existing-notes bar to 97% under the non-eligible-holder provision.

Watch also for execution of the supplemental indenture, which the company said would occur promptly after the expiration date once consents are received, subject to satisfaction or waiver of the minimum participation condition. The amendments and any collateral release become operative immediately following completion of the exchange offer on the settlement date.

Kroll Issuer Services (US) is acting as exchange agent and information agent. The company did not disclose pricing terms for the new floating rate notes beyond the principal amounts in the consideration table.

Frequently Asked Questions

What does the Pyxus exchange offer mean for holders who do not tender?

Non-tendered notes stay outstanding but change character. The company said they would lose substantially all indenture protections, become subordinated to the new exchange notes and the ABL credit agreement, and, if the collateral release is approved, be effectively subordinated to all existing and future secured debt to the extent of collateral value. Principal and interest obligations, the coupon, maturity and redemption terms stay unchanged.

Why is Pyxus offering more consideration for early tenders?

The early tender package pays $344.37 of equity and $675.90 of new notes per $1,000, versus $327.15 and $642.11 for later tenders. That is roughly $51 more per $1,000 for holders who act by 5:00 p.m. New York City time on 24 November 2026. The structure gives the company certainty on participation before the 10 December expiration date.