We advised the initial purchasers on the high-yield notes offering

Davis Polk advised the representative of the initial purchasers in a Rule 144A / Regulation S offering by P & L Development, LLC and PLD Finance Corp. of $415 million aggregate principal amount of their 7.750% senior secured notes due 2025. The notes are guaranteed by P & L Development Holdings, LLC and each of Holdings’ wholly owned subsidiaries that guarantees the company’s asset-based revolving credit facility, and are secured on a first priority basis by substantially all of the co-issuers’ and guarantors’ assets (other than certain ABL priority collateral), and on a second priority basis by the ABL priority collateral. P & L Development intends to use the net proceeds of the notes offering to repay certain outstanding borrowings and other indebtedness, to consummate its combination with PLD Acquisitions LLC and to pay fees and expenses.

PL Developments is a leading packager, distributor and manufacturer of over-the-counter pharmaceutical and consumer healthcare products, offering a broad portfolio of approximately 200 products and over 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 and distribution.

The Davis Polk capital markets team included partner Byron B. Rooney and associates Dan Gibbons and Kendall Howell. The finance team included partner Scott M. Herrig, counsel Mayer J. Steinman and associate Michael Katz. The tax team included counsel Kiara L. Rankin. The intellectual property and technology transactions team included partner Frank J. Azzopardi. The environmental team included counsel Loyti Cheng. Members of the Davis Polk team are based in the New York and Washington DC offices.