Item 8.01 Other Events.

On September 14, 2020, Pyxus International, Inc. (the "Company") entered into a First Amendment to Shareholders Agreement dated as of September 14, 2020 (the "First Amendment") with Glendon Capital Management LP, on behalf of its affiliates that hold common shares of the Company, and Monarch Alternative Capital LP, on behalf of its affiliates that hold common shares of the Company, to amend the Shareholders Agreement dated as of August 24, 2020 (the "Shareholders Agreement") among the Company and the Investors (as defined therein). The First Amendment amended the definition of "Qualified Investor" in the Shareholders Agreement to read as follows:

"Qualifying Investor" means an Investor holding an Investor Percentage Interest of at least 5.0% that has reasonably demonstrated such holding to the Company.

The First Amendment is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



  Exhibit
    No.         Description

Exhibit 4.1       First Amendment to Shareholders Agreement dated as of
                September 14, 2020

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

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