March 2008

Ascendia Brands, Inc. (AMEX: ASB), a leader in the value and premium value segments of the health and beauty care products sector, announced the closing of a $26.5 million equity investment in the company and the related restructuring of its $160 million senior debt facilities. Carl Marks Advisory Group (CMAG) LLC, headquartered in New York, advised the Hamilton, N.J.-based Ascendia in connection with the equity investment, managed the restructuring of the companyís 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. 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, Ascendiaís lenders have agreed to adjust certain financial covenants through the end of the companyís 2009 fiscal year and allow for the deferral of certain interest payments.

Ascendiaís 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.

"Ascendiaís management team played a vital role in the success of the companyís investment and restructuring," said Mark L. Claster, partner of Carl Marks Advisory Group. "The company is now positioned to execute its strategy as a leader in the health and beauty products segment."

In addition to the financial advisory services, Carl Marks Advisory Group provided interim management and operational support services. Claster and Christopher Wu, managing director, led the financial advisory engagement. Doug Booth, partner, is leading the operational restructuring and management support.

“Carl Marks’ team skillfully assisted Ascendia in managing the process and was instrumental in achieving a successful transaction.”

— Steven R. Scheyer,
President and CEO of Ascendia

Carl Marks Advisory Group LLC, with offices in New York, New Jersey and North Carolina, 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.

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