Monarch Alternative Capital LP and affiliated reporting persons filed Amendment No. 4 to their Schedule 13D on Pyxus International, Inc., disclosing a Shareholders Agreement Amendment signed on November 5, 2026, in connection with the issuer's Transaction Support Agreement.

Key Highlights

  • Beneficial ownership unchanged: Each of the three reporting persons - Monarch Alternative Capital LP, MDRA GP LP, and Monarch GP LLC - reports shared voting and dispositive power over 6,125,071 shares, representing 24.9% of the class.
  • Share count basis: The 24.9% figure is based on 24,607,791 shares outstanding as of October 31, 2026, as reported in Pyxus's quarterly filing dated November 5, 2026.
  • Preemptive rights waived: On November 5, 2026, the Monarch Funds entered into an Amendment and Waiver to Shareholders Agreement, irrevocably waiving any and all preemptive rights and related rights under Article IV of the Shareholders Agreement in connection with issuances tied to the Transaction Support Agreement.
  • No party to the Transaction Support Agreement: According to the filing, none of the reporting persons or the Monarch Funds is a party to the Transaction Support Agreement or the Backstop Purchase Agreement.
  • No debt holdings: The filing states that as of the date of Amendment No. 4, the Monarch Funds no longer hold any bank loans, bonds, or other debt instruments issued by the issuer or its subsidiaries.
  • No recent share transactions: The reporting persons disclosed they have not effected any transactions in the shares during the past sixty days.

Monarch's Role in Pyxus's Transaction Support Agreement Context

According to the filing, Pyxus International, Inc. and certain of its subsidiaries entered into a Transaction Support Agreement effective November 5, 2026, with a group of holders of the issuer's existing term loans and senior secured notes. That agreement contemplates a series of exchange transactions, including exchanges of existing indebtedness for newly issued shares and new senior secured notes, as well as a private equity offering of up to $85,000,000 of shares to qualified holders of such indebtedness. The filing states the Monarch Funds do not hold any of the indebtedness subject to the Exchange Transactions and accordingly are not expected to receive shares in those transactions or to participate in the equity offering.

In connection with the issuer's entry into the Transaction Support Agreement, the Monarch Funds joined other investors - Glendon Capital Management, LP, Owl Creek Asset Management, L.P., and Intermarket Corporation - in executing the Shareholders Agreement Amendment. Pursuant to that amendment, each consenting investor waived preemptive rights under Article IV of the Shareholders Agreement with respect to issuances tied to the Transaction Support Agreement. The filing also notes that Section 4.8 of the Shareholders Agreement was amended and restated to reflect that preemptive rights do not apply to such issuances, including shares issued in the Exchange Transactions, the Equity Offering, or under the Backstop Purchase Agreement.

The filing specifies that if the Transaction Support Agreement is terminated in accordance with its terms prior to the Closing Date, the waiver and the amendment to Section 4.8 will automatically terminate, and Section 4.8 will revert to its prior form. The Shareholders Agreement Amendment is filed as Exhibit 8 to this amendment, incorporated by reference to Exhibit 10.2 of Pyxus's Form 8-K filed with the SEC on November 5, 2026.

What Was Disclosed

Monarch Alternative Capital LP and two affiliated entities filed Amendment No. 4 to their Schedule 13D on Pyxus International, Inc., disclosing a waiver of preemptive rights under the Shareholders Agreement, a no-debt-holdings update, and unchanged beneficial ownership of 6,125,071 shares, or 24.9% of the class.