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Ascendia Brands Announces Closing of Equity Investment and Debt Restructuring
January 2008

For Immediate Release
Media Contact: Cheryl Seredy, Robert Falls & Co.
(216) 696-0229 | cseredy@robertfalls.com

Carl Marks Advisory Group Served as Restructuring Manager

January 18, 2008 (New York) – Ascendia Brands, Inc. (AMEX: ASB), a leader in the value and premium value segments of the health and beauty care products sector headquartered in Hamilton, New Jersey, announced the closing of an equity investment in the company and the related restructuring of its senior debt facilities. Carl Marks Advisory Group (CMAG) LLC, headquartered in New York, advised Ascendia in connection with the equity investment, managed the restructuring of the company’s senior debt and provided interim management services.

An affiliate of Prentice Capital Management LP invested $26.5 million in a newly created class of convertible Series C Preferred Stock. The amount of the investment includes the conversion of a $2 million unsecured loan previously provided by Prentice in November 2007. Ascendia will use the proceeds of the sale to pay down $1.5 million of its First Lien Term Notes and to pay off the balance of approximately $18 million on its revolving credit facility and for general corporate purposes.

Concurrently with the equity investment by Prentice, Ascendia also entered into an agreement with its senior lenders to restructure its First and Second Lien loan facilities. Under the terms of the restructuring, Ascendia’s lenders have agreed to adjust certain financial covenants through the end of the company’s 2009 fiscal year (ending February 28, 2009) and allow for the deferral of certain interest payments. Margins on the senior debt have been increased in consideration of the financial covenant relief and restructuring.

Ascendia’s portfolio of branded personal care products includes Baby Magic®, Binaca®, Mr. Bubble® and Ogilvie®. In February 2007 the company acquired the Calgon™ and the healing garden® brands. The company operates two manufacturing facilities – in Binghamton, N.Y., and Toronto, Canada.

Steven R. Scheyer, president and CEO of Ascendia, commented, “We are very pleased to have closed the transaction with our investors and lenders, which is a testament to their confidence in the company and our strategy. We look forward to starting 2008 on a high note as we prepare to roll out our exciting new the healing garden® product line. Carl Marks’ team skillfully assisted Ascendia in managing the process and was instrumental in achieving a successful transaction. We look forward to focusing the company’s resources on driving sales growth, cost reduction and serving our customers.”

“We were pleased to be able to facilitate a transaction with Ascendia’s investors,” said Mark L. Claster, partner of Carl Marks Advisory Group. “Ascendia’s management team played a vital role in the success of the company’s investment and restructuring. The company is now positioned to execute its strategy as a leader in the health and beauty products segment.”


About Carl Marks Advisory Group LLC and Carl Marks Securities LLC

Carl Marks Advisory Group LLC, with offices in New York and Charlotte, N.C., provides a wide array of investment banking and financial and operational advisory services to the middle market, including mergers and acquisitions advice, sourcing of capital, financial restructuring plans, strategic business assessments, improvement plans and interim management.

Carl Marks Securities LLC, based in New York, assists its clients in executing private placements of debt and equity. The firm is a member of FINRA and SIPC. Additional information about Carl Marks Advisory Group LLC and Carl Marks Securities LLC is available at www.carlmarks.com.

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