Ascendia restructures $91 million convertible note from Prencen

By Jennifer Chiou

New York, Jan. 2 - Ascendia Brands, Inc. said it restructured the $91 million convertible note due December 2016 with Prencen Lending LLC, including lowering the conversion price to $0.42 from $1.75.

The Lawrenceville, N.J., skin and beauty product developer closed on the convertible note on June 30, 2006 to repay a bridge loan from Prencen.

The changes to the 9% note include the right of Ascendia or Prencen to call the convertible note at a 7% premium at any time after the eighth anniversary as well as Prencen's agreement to exchange up to $40 million of the convertible note into preferred stock, for a 15% exchange fee, if required to maintain Ascendia's shareholders' equity at a level consistent with American Stock Exchange listing requirements.

Previously, the notes could have been redeemed at a 5% premium after the fifth anniversary.

Ascendia said that as partial consideration for the restructuring, Prencen waived existing events of default under the convertible note, waived compliance with certain financial covenants through the end of Ascendia's current fiscal year, extended certain deadlines for the filing of a registration statement with respect to the conversion shares and extended the period during which interest on the convertible note accrues.

The amended note also allows Ascendia to redeem up to $20 million of the notes linked to an acquisition for which it has previously obtained clearance under the Hart-Scott-Rodino Act.

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