| | The information set forth in Items 3 and 6 of this Schedule 13D is incorporated into this Item 4 by reference.
As described in the Current Report on Form 8-K filed by the Issuer on August 24, 2020, Old Holdco, Inc. (formerly known as Pyxus International, Inc.) (“Old Pyxus”) and its former subsidiaries Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products, LLC and GSP Properties, LLC (collectively with Old Pyxus, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization in order to effectuate a financial restructuring of the Debtors’ debt.
On August 21, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) pursuant to the Bankruptcy Code, which approved and confirmed the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Pyxus International, Inc. and Its Affiliated Debtors (as supplemented and amended, the “Plan”). The foregoing description of the Confirmation Order and Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Confirmation Order and Plan, filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Current Report on Form 8-K filed by the Issuer on August 24, 2020.
On the Effective Date, the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. In connection with the satisfaction of the conditions to effectiveness set forth in the Confirmation Order and the Plan, Old Pyxus completed a series of transactions pursuant to which the business assets and operations of Old Pyxus were vested in a new Virginia corporation, Pyxus Holdings, Inc. (“Pyxus Holdings”), which is an indirect subsidiary of the Issuer, a newly formed Virginia corporation which has been named Pyxus International, Inc.
On the Effective Date, the Reporting Persons collectively received 31.8% of the Shares issued as of the Effective Date under the Plan and the right to appoint two members to the board of directors of the Issuer (the “Board”) as further described in the Plan and the Shareholders Agreement, which was filed as Exhibit 4.2 on the Current Report on Form 8-K filed by the Issuer on August 24, 2020.
The Reporting Persons initially appointed Holly Kim Olson to the Board pursuant to such board appointment right. The Reporting Persons have not exercised their second board appointment right as the remaining directors of the Issuer were ultimately nominated by the Board as a whole and subsequently re-elected as directors. As of October 19, 2022, Mrs. Olson resigned from the Board and Jamie J. Ashton, a Senior Vice President at GCM, replaced Mrs. Olson on the Issuer’s Board.
In addition, pursuant to the Shareholders Agreement and as further described therein, the Reporting Persons are entitled to and participated in the nomination of two independent directors to the Board. As noted above, the remaining board members (including the independent directors) historically have been nominated by the Board as a whole and subsequently re-elected to those positions.
Except as set forth herein, the Reporting Persons have no other present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuer’s financial position and strategic direction, actions taken by the Board of the Issuer, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, other securities or derivative instruments related thereto or selling some or all of their Shares, other securities or derivative instruments, engaging in hedging or similar transactions with respect to the Shares, and, alone or with others, pursuing discussions with the management, the Board of the Issuer, other holders of Shares of the Issuer and third parties with regard to their investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. |