WESTBURY, N.Y., Oct. 23, 2024 /PRNewswire/ -- P & L Development Holdings, LLC ("PLD" or the "Company") today announced the early participation results of certain of its subsidiaries' previously announced offer to exchange (the "Exchange Offer") up to $350,000,000 aggregate principal amount (the "Maximum Amount") of the outstanding 7.750% Senior Secured Notes due 2025 (the "Old Notes") issued by P & L Development, LLC, a Delaware limited liability company (the "Issuer") and PLD Finance Corp., a Delaware corporation (together with the Issuer, the "Issuers") into new PIK Toggle Senior Secured Notes due 2029 (the "New Notes") to be issued by the same Issuers. Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Offering Memorandum (as defined below).

The Exchange Offer is being made upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement (the "Offering Memorandum") dated October 9, 2024. The Exchange Offer will expire at 5:00 p.m., New York City time, on November 7, 2024 (the "Expiration Time"), subject to being amended or extended.

As of 5:00 p.m., New York City time, on October 23, 2024 (the "Early Tender Time"), $462,209,000 aggregate principal amount of the Old Notes had been validly tendered for exchange and not validly withdrawn, as confirmed by the Information Agent and Exchange Agent for the Exchange Offer. The "Withdrawal Deadline" was 5:00 p.m., New York City time, on October 23, 2024. Accordingly, holders may no longer withdraw Old Notes tendered in the Exchange Offer. Since Old Notes in excess of the Maximum Amount had been validly tendered prior to the Early Tender Time, the Issuers will accept approximately 75.72% of Old Notes tendered for exchange on or around October 28, 2024 (the "Initial Settlement Date"). Any Old Notes tendered after the Early Tender Time and prior to the Expiration Time will be rejected and the aggregate principal amount of Old Notes initially remaining outstanding following consummation of the Exchange Offer will be $115,000,000. Such Old Notes remaining outstanding following the consummation of the Exchange Offer are expected to be repaid in connection with the Concurrent Financing (as defined below).

For each $1,000 principal amount of Old Notes that have been validly tendered prior to the Early Tender Time and accepted for exchange, holders will receive $1,053 principal amount of New Notes, plus accrued and unpaid interest on such Old Notes from the last interest payment date to, but not including, the issue date of the New Notes.

The consummation of the Exchange Offer was conditioned upon, among other things, the valid tender, and not valid withdrawal, of at least 66.67% in aggregate principal amount of outstanding Old Notes (excluding Old Notes held by the Issuers or any of their respective affiliates) (the "Minimum Tender Condition"). In connection with the Exchange Offer, the Issuers have sought consents to the Proposed Amendments (as defined below) from registered holders of the Old Notes. The Minimum Tender Condition has been met as of the Early Tender Time.

Since the Minimum Tender Condition has been satisfied but the Old Notes tendered in the Exchange Offer exceed the Maximum Amount, a supplemental indenture will be executed and delivered on the Initial Settlement Date to effect the Proposed Amendments that will amend the definition of "Permitted Liens" and certain related definitions in the Old Notes Indenture as further described in the Offering Memorandum.

The Exchange Offer is subject to customary closing conditions, including, among other things, the amendment to the Company's ABL Facility, and the absence of any proceeding, event, condition, or legal impediment that could prohibit or delay the Exchange Offer from being consummated or impair the anticipated benefits of the Exchange Offer. For further information, please refer to "Conditions to the Exchange Offer and the Consent Solicitation" in the Offering Memorandum.

We previously entered into a commitment letter with certain holders of the Old Notes pursuant to which we expect to issue and sell to such holders in a private transaction additional New Notes in an aggregate principal amount of $131,450,000 (the "Concurrent Financing"). The proceeds from the Concurrent Financing will be used to repay any amounts of Old Notes outstanding following the consummation of the Exchange Offer and to pay certain fees and expenses in connection with the Exchange Offer and Consent Solicitation and the Concurrent Financing. The holders' commitment to purchase the additional New Notes is subject to customary conditions, including the accuracy of certain representations and warranties, no event of default and the consummation of an amendment to the ABL Credit Agreement. The foregoing description of the Concurrent Financing is subject to the negotiation and finalization of, and therefore qualified in its entirety by the definitive documentation related thereto.

Other Details

The New Notes will not be registered under the Securities Act, or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only (i) to persons reasonably believed to be "qualified institutional buyers" (as defined under Rule 144A of the Securities Act), (ii) to non-"U.S. persons" who are outside the United States (as defined under Regulation S of the Securities Act) and (iii) to "institutional accredited investors" (as defined under Regulation D of the Securities Act). Non-"U.S. persons" may also be subject to additional eligibility criteria.

The complete terms and conditions of the Exchange Offer are set forth in the informational documents relating to the Exchange Offer. This press release is for informational purposes only and is neither an offer to purchase the Old Notes nor a solicitation of an offer to sell the New Notes. The Exchange Offer is only being made pursuant to the Offering Memorandum. The Exchange Offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast" and other similar expressions. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this press release, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this press release. All forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

About PL Developments

PL Developments is a leading manufacturer, packager and distributor of pharmaceutical and consumer healthcare products.

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SOURCE P & L Developments Holdings, LLC