Ascendia Brands, Inc. announced that it has completed the acquisition of the Healing Garden and Calgon brands, licenses and brand assets from Coty, Inc. and certain affiliates. The purchase price (prior to closing adjustments) was $125 million, including a $20 million subordinated promissory note and $10 million in Ascendia stock, to be issued within 30 days following closing. The asset purchase agreement also contemplates possible earn-out payments, in July 2009, of up to $15 million in cash, and an additional $5 million in subordinated debt. Wells Fargo Foothill, Inc. (as arranger and agent for a syndicate of first lien lenders), Watershed Administrative, LLC (as agent for the second lien lenders) and Prencen Lending LLC and affiliates of Watershed Asset Management, L.L.C. (as purchasers of third lien convertible notes) combined to provide a $246 million facility to fund the acquisition, pay costs and fees associated with the acquisition, fund working capital and general corporate expenses and refinance the Company’s existing secured notes and revolving credit facility. The Company anticipates that the acquisition will roughly double annual revenues, and will be accretive to earnings for its 2008 fiscal year.