Pyxus International, Inc. filed a Form 8-K on November 10, 2026, announcing that it and its wholly-owned subsidiary, Pyxus Holdings, Inc., have commenced a private exchange offer for all outstanding 8.50% Senior Secured Notes due 2027.

Key Highlights

  • Exchange Offer launched: Pyxus International and subsidiary Pyxus Holdings, Inc. commenced a private offer to exchange any and all outstanding 8.50% Senior Secured Notes due 2027.
  • Early tender consideration: Holders tendering at or prior to 5:00 p.m. New York City time on November 24, 2026 would receive $344.37 in common stock value at $3.25 per share plus $675.90 in aggregate principal amount of new floating rate senior secured notes, per $1,000 principal of Existing Notes.
  • Standard (late) tender consideration: Holders tendering after the Early Tender Time but before expiration would receive $327.15 in common stock value at $3.25 per share plus $642.11 in aggregate principal amount of Exchange Notes, per $1,000 principal of Existing Notes.
  • Expiration date: The Exchange Offer and Consent Solicitation are set to expire at 5:00 p.m. New York City time on December 10, 2026, unless extended or earlier terminated.
  • Consent Solicitation included: The company is simultaneously soliciting consents to amend the existing indenture, including to eliminate most restrictive covenants, the change of control repurchase obligation, certain events of default, and to release all collateral securing the Existing Notes.
  • No exchange listing: The filing states that securities registered pursuant to Section 12(b) of the Act are "None," indicating the common stock is not listed on a national securities exchange under that section.

Pyxus Holdings Exchange Offer: Terms, Consent Solicitation, and Indenture Amendments

According to the filing, Pyxus International, Inc. and its wholly-owned subsidiary Pyxus Holdings, Inc. (described as "the Issuer") commenced the Exchange Offer on November 10, 2026. The offer targets any and all of the Issuer's outstanding 8.50% Senior Secured Notes due 2027, referred to in the filing as the "Existing Notes." Noteholders who tender early, at or prior to 5:00 p.m. New York City time on November 24, 2026, would receive the "Early Tender Exchange Consideration," consisting of $344.37 in value of common stock at $3.25 per share and $675.90 in aggregate principal amount of new floating rate senior secured notes, per $1,000 aggregate principal amount tendered.

Holders who tender after the Early Tender Time but on or before the Expiration Date would receive the standard "Exchange Consideration": $327.15 in common stock value at $3.25 per share and $642.11 in aggregate principal of Exchange Notes, per $1,000 aggregate principal tendered, according to the filing. The Exchange Notes would be issued by Pyxus Holdings, Inc. and guaranteed by specified parent and subsidiary guarantors in both scenarios.

Alongside the Exchange Offer, the company disclosed a Consent Solicitation seeking amendments to the indenture governing the Existing Notes. The proposed amendments, as described in the filing, include eliminating most restrictive covenants and certain affirmative covenants, eliminating the change of control repurchase obligation, subordinating the Existing Notes in right of payment to the Issuer's existing and future senior indebtedness (including the Exchange Notes and its ABL credit agreement), eliminating certain events of default, and releasing all collateral securing the Existing Notes. The filing notes that the Exchange Offer and Consent Solicitation are set to expire at 5:00 p.m. New York City time on December 10, 2026, unless extended or earlier terminated. The filing contains forward-looking statements, which the company states are subject to risks and uncertainties that could cause actual results to differ materially.

What Was Disclosed

Pyxus International filed an 8-K on November 10, 2026, disclosing the launch of a private exchange offer and concurrent consent solicitation targeting all outstanding 8.50% Senior Secured Notes due 2027 issued by subsidiary Pyxus Holdings, Inc., with differing consideration for early and standard tenders.