The exchange offer included the issuance of new PIK toggle senior secured notes due 2029

Davis Polk advised the dealer manager and solicitation agent in connection with the offer by P & L Development, LLC and PLD Finance Corp. (the issuers) to exchange $350 million aggregate principal amount of the issuers’ 7.750% senior secured notes due 2025 for $368.55 million aggregate principal amount of the issuers’ new PIK toggle senior secured notes due 2029. We also advised the dealer manager and solicitation agent with respect to the related solicitation of consents from the holders of the existing notes to amend the indenture governing such notes. The new notes are unconditionally guaranteed by P & L Development Holdings, LLC (PL Developments) and each of its wholly owned subsidiaries that guarantees its asset-based revolving credit facility, and are secured on a first-priority basis by substantially all of the issuers’ and guarantors’ assets (other than certain ABL priority collateral), and on a second-priority basis by the ABL priority collateral.

PL Developments is a packager, distributor, manufacturer and developer of over-the-counter pharmaceutical and consumer healthcare products, offering a broad portfolio of products and approximately 1,500 unique SKUs. PL Developments represents a critical link in the private label OTC value chain, offering high-quality products across a diverse mix of categories and a comprehensive suite of services, including product design, manufacturing, packaging, marketing, development and distribution.

The Davis Polk capital markets team included partners Michael Kaplan, Byron B. Rooney and Stephen A. Byeff and associates Meaghan Kennedy, Christian Knoble and Lucas Fenyves. The finance team included partner Scott M. Herrig, counsel Mayer J. Steinman and associate Matthew Vallade. Partner Mario J. Verdolini provided tax advice. Members of the Davis Polk team are based in the New York and São Paulo offices.

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