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Ascendia Brands, Inc. [Change Client]

GENERAL INFORMATION

On August 5, 2008, Ascendia Brands, Inc., et al., (collectively, the “Debtors”) filed their petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors’ cases have been assigned to Judge Brendan Linehan Shannon. The Debtors have filed a motion seeking to jointly administer these cases, and if approved, all pleadings filed in these cases will be reflected on case docket 08-11787 (“Main Case Docket”). The Main Case Docket can be accessed through the website maintained by the United States Bankruptcy Court for the District of Delaware http://www.deb.uscourts.gov/. An unofficial version of the docket is accessible by selecting the “Docket” icon at the top of this page.

Click here for frequently asked questions regarding Ascendia's bankruptcy case.

PROOFS OF CLAIM

The deadline for the filing of proofs of claims against the Debtors in these cases has yet to be established by the Bankruptcy Court. However, should you choose to file a proof of claim form at this time, completed forms can be sent to the following addresses:

If by first-class mail:
Ascendia Brands, Inc. Claims Processing Center
FDR Station
P.O. Box 5269
New York, NY 10150-5269
If by Hand Delivery or Overnight mail:
Epiq Bankruptcy Solutions, LLC
Attn: Ascendia Brands, Inc. Claims Processing Center
757 Third Avenue, 3rd Floor
New York, NY 10017

A blank proof of claim form can be obtained by selecting the “Documents” icon at the top of the page and then selecting “Proof of Claim Form” from the “Public Documents” list.

OFFICIAL COMMITTEE OF UNSECURED CREDITORS

Pursuant to Docket #77, the following creditors have been appointed to the Official Committee of Unsecured Creditors in these cases by the Office of the United States Trustee:

Coty, Inc.
2 Park Avenue
New York, NY 10016
Phone:(212) 479-4338
Fax: (212) 479-4328
Attn: Steven Danatos
Zotos International, Inc.
100 Tokeneke Road
Darien, CT 06820
Phone:(203) 656-7825
Fax: (203) 656-7962
Attn: Carl R. Stella
Rand Display, Inc.
3 Ethel Road, Ste. 310
Edison, NJ 08817
Phone:(732) 787-2525
Fax: (732) 287-2511
Attn: David Kauffman
Cognis Corporation
5051 Estecreek Drive
Cincinnati, OH, 45232
Phone:(513) 482-3157
Fax: (513) 482-5574
Attn: John Schold
DeWolf Chemical Company, Inc.
400 Massasoit Avenue
East Providence, RI 02914
Phone:(401) 434-3515
Fax: (401) 434-5306
Attn: Henry DeWolf III

DEBTORS

Lead Debtor:
  Ascendia Brands, Inc.


Case No.: 08-11787  
Related Debtors:
Hermes Acquisition Company I LLC
Case No.:08-11788
Ascendia Brands Co. Inc.
Case No.:08-11789
Lander Co., Inc.
Case No.:08-11790
Lander Intangibles Corporation
Case No.:08-11791
Ascendia Real Estate LLC
Case No.:08-11792

PROPOSED SALE

On August 19, 2008, the Court entered an Order (I) Approving Procedures In Connection With the Sale of The Debtors' Assets; (II) Scheduling the Related Auction and Hearing to Consider Approval of Sale and Hearing to Consider Approval of Stalking Horse Protections; (III) Approving Procedures Related to the Assumption of Certain Executory Contracts and Unexpired Leases; (IV) Approving the Form and Manner of Notice Thereof; and (V) Granting Related Relief. Please consult Docket #74 for complete details with respect to the foregoing.

SECTION 341 MEETING OF CREDITORS

The meeting of creditors pursuant to section 341 of the Bankruptcy Code has been scheduled for Thursday, September 25, 2008 at 2:00 p.m. (ET), J. Caleb Boggs Federal Building, Bankruptcy Court, 2nd Floor, Room 2112, 844 North King Street, Wilmington, Delaware 19801.

KEY PROFESSIONALS

Debtors’ Counsel
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
http://www.kramerlevin.com
Phone:(212) 715-9100
Fax: (212) 715-8000
Attn: Kenneth H. Eckstein, Esq.
Robert T. Schmidt, Esq.
Debtors’ Delaware Counsel
Young Conaway Stargatt & Taylor, LLP
The Brandywine Building
1000 West Street - 17th Floor
Wilmington, DE 19801
http://www.ycst.com
Phone:(302) 571-6600
Fax: (302) 571-1253
Attn: M. Blake Cleary, Esq.
Edward J. Kosmowski
Patrick A. Jackson

U.S. TRUSTEE

The Office of the United States Trustee
J. Caleb Boggs Federal Building
844 King Street, Suite 2207 - Lockbox #35
Wilmington, DE 19899-0035
Phone:(302) 573-6491

FAQ IN RESPONSE TO CUSTOMER/SUPPLIER INQUIRIES


Click on the question for the answer to show:

Overview

  1. Who are the Debtors in these Chapter 11 cases?
    Ascendia Brands, Inc. (Case No. 08-11787)
    Hermes Acquisition Company I (Case No. 08-11788)
    Ascendia Brands Co., Inc. (Case No. 08-11789)
    Lander Co., Inc. (Case No. 08-11790)
    Lander Intangibles Corporation (Case No. 08-11791)
    Ascendia Real Estate LLC (Case No. 08-11792)
  2. Why am I receiving information about the Ascendia cases?
    Certain notices (the “Notices”) have been sent to all potential creditors in the Ascendia bankruptcy cases. If you received a Notice, it is most likely because you have done business with one or more of the Debtors in the past, most likely as a customer or as a vendor. The purpose of the Notice is to inform you of the Debtors' bankruptcy filings, and to give you an opportunity to determine whether you wish to assert a claim against one or more of the Debtors. The fact that you received a Notice does not necessarily mean that you have a claim against the Debtors. You should consult with your attorney to determine whether or not you have a claim.
  3. Why did Ascendia file for Chapter 11 protection?
    Ascendia experienced a substantial liquidity crisis due to financial pressures from tightening credit markets, strain on material flows, and the liquidity impact associated with the relaunch of the healing garden product line. This led Ascendia to conclude that the Chapter 11 process offers the most viable way to restructure operations and finances to meet a changing market.
  4. What is Chapter 11?
    Chapter 11 refers to the section of the U.S. Bankruptcy Code that allows a company to pursue a court-supervised reorganization or sale to address its financial challenges while continuing to conduct normal operations. Unlike the bankruptcy systems of many other countries, the Chapter 11 process is focused on the preservation and reorganization of companies.
  5. What exactly does “reorganization” mean?
    The term “reorganization” refers to a financial and operational restructuring of the company. In our case, Ascendia plans to continue to operate in the ordinary course pending a sale of the company.

Payments

  1. Will Ascendia’s suppliers be paid for goods and services delivered after the bankruptcy filing?
    Yes. The Bankruptcy Code generally requires that Ascendia pay for goods and services delivered after the bankruptcy filing.
  2. Will Ascendia’s suppliers be paid for goods and services delivered before the bankruptcy filing?
    Under federal bankruptcy law, any payments owed by Ascendia or its debtor affiliates to any supplier of services or goods prior to the filing — known as “pre-petition” claims — cannot legally be paid without explicit court authorization, which generally will not occur until the completion of Ascendia’s Chapter 11 process. Suppliers seeking payment for their “pre-petition” claims must do so through the bankruptcy process. In this case, all pre-petition creditors have to file proofs of claim to be able to receive a distribution.
  3. When will I be paid?
    If you have a pre-petition claim (in other words, a claim for goods and services received by Ascendia before Ascendia filed its Chapter 11 case on August 5, 2008), the Bankruptcy Code prevents payment on such a claim, in most cases, until completion of the bankruptcy case.
  4. What is the definition of “pre-petition”?
    Any goods received or services provided before the Chapter 11 filing are considered “pre-petition.” The key factor is not the invoice date or, necessarily, the date the goods arrived on premises, but rather the moment when Ascendia became legally required to pay for the goods or services, for example, when Ascendia assumed ownership of the goods or the service was rendered to Ascendia.
  5. What is the definition of “post-petition?”
    Any goods received or services provided on or after August 5, 2008 (the date of the Chapter 11 filing) are considered “post-petition.” The key factor is not the invoice date or, necessarily, the date the goods arrived on premises, but rather the date when Ascendia became legally required to pay for the goods and/or services, for example, when Ascendia assumed ownership of the goods or the service was rendered to Ascendia.
  6. When will I receive payment for goods or services delivered after Ascendia’s bankruptcy filing?
    Post-petition claims for services rendered or goods received after the bankruptcy filing generally will be paid in the ordinary course of business.
  7. I have a check from Ascendia dated prior to the filing date that I haven’t deposited. Will that be paid?
    No. Because that payment was made for goods or services received prior to the Chapter 11 filing, your check is considered pre-petition and will not be honored.
  8. Why can’t Ascendia pay me what it owes me?
    Ascendia is prohibited by law – under the federal Bankruptcy Code – from paying for goods purchased or services provided before the bankruptcy filing.
  9. I have unpaid invoices for goods and services provided before the bankruptcy date (i.e., pre-petition invoices). How can I file a claim?
    Please see the Claims Process section below for detailed information regarding the filing of proofs of claim. Click here for more information about the claims process.
  10. What should I do with my unpaid invoices for goods and services provided after your filing date?
    All invoices should be submitted through the usual Accounts Payable channels. Payments will be processed in the ordinary course of business for all post-petition deliveries.
  11. Is it true that suppliers with outstanding pre-petition claims only get a few cents on the dollar for unpaid invoices?
    At this time Ascendia is unable to estimate the amount of the distribution that will be made on your unpaid invoices. It does not yet know what value a general unsecured claim will have in its bankruptcy case.
  12. Since I won’t be paid for the goods and services I’ve already delivered, I am going to discontinue all future deliveries.
    If you have a contract with Ascendia, Ascendia expects you to fulfill the terms of that contract – as required by law. Even if you don’t have a contract, keep in mind that Ascendia will pay you in full, under normal terms, for all goods and services provided on or after the filing date.

Claims Process

  1. Will I need to submit a proof of claim form or will I automatically be paid for the outstanding pre-petition amount I am owed by the Ascendia?
    Unless your pre-petition receivable has been included in Ascendia’s schedules of assets and liabilities in a non-contingent, fully liquidated, non-disputed amount, you must file a proof of claim if you believe you are a potential creditor and have a claim against Ascendia or one of its affiliates.
  2. What is a Claim?
    Under Bankruptcy Code section 101(5), the word “claim” means: (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.
  3. Is there a deadline to file my proof of claim?
    Generally, Chapter 11 debtors will seek and obtain court authorization to establish a bar date by which time all proofs of claim must be filed (the “Bar Date”). As of August 28, 2008, Ascendia has not yet sought authorization to set a Bar Date for the filing of proofs of claims in its bankruptcy cases.
  4. Can I send my proof of claim to the Courthouse?
    While the claims agent receives copies of proofs of claim sent to the courthouse, you should send a copy of your proof of claim and the relevant supporting documentation directly to the Claims Agent, Epiq Bankruptcy Solutions, LLC, to ensure proper processing of your claim.
  5. Where Do I File a Proof of Claim?
    All Proofs of Claim must be filed so as to be received at either of the following addresses:

    If by first-class mail:
    Ascendia Brands, Inc. Claims Processing Center
    FDR Station
    P.O. Box 5269
    New York, NY 10150-5269
    If by Hand Delivery or Overnight mail:
    Epiq Bankruptcy Solutions, LLC
    Attn: Ascendia Brands, Inc. Claims Processing Center
    757 Third Avenue, 3rd Floor
    New York, NY 10017

    Proofs of Claim will be deemed timely filed only if actually received by the Ascendia Claims Processing Center on or before the Bar Date. Proofs of Claim will not be accepted by facsimile, telecopy, or electronic mail transmission.
  6. What if I hold claims against more than one Debtor?
    Any holder of claims against more than one Debtor must file a separate Proof of Claim with respect to each such Debtor and all holders of claims must identify on their Proof of Claim the particular Debtor against which their claim is asserted and the case number of that Debtor’s chapter 11 case. Click here for a downloadable form.
  7. How can I confirm that my proof of claim has been received?
    Click here to determine if your claim has been received. Type in the name as it appears on the claim that you filed in the "Name Starts With" field and click "Search" at the bottom of the screen.

Contract Terms

  1. Why should I continue to provide Ascendia with goods and services if I have unpaid pre-petition claims? What assurances can you provide that I will be paid for post-petition goods and services I provide you?
    We regret the inconvenience that the filing may have caused you. However, Ascendia values a continuing relationship with you, and – under the Chapter 11 process – will pay in a timely fashion for all goods and services provided on or after the filing date. Ascendia’s suppliers are entitled to be paid in the ordinary course of business for all deliveries and services during the course of our bankruptcy proceedings. Ascendia hopes that you agree that it is in yours and Ascendia’s mutual best interest to preserve that business relationship. In addition, if you have a contract with Ascendia, the bankruptcy laws require that you continue to perform services or provide products under that agreement unless otherwise ordered by the Court.
  2. Will Ascendia negotiate new payment terms now that they’re in Chapter 11? Can I renegotiate the terms of my contract with Ascendia, particularly since they are now asking me to assume more risk than when we first made our deal?
    Ascendia’s intent is to maintain existing payment terms and it expects its suppliers to continue to honor existing agreements. If you have a contract with Ascendia, the bankruptcy laws require that you continue to perform services or provide products under that agreement unless otherwise ordered by the Court.
  3. Is Ascendia going to assume or reject my contract? When will you decide?
    For most contracts, no decision will be made until we get closer to the proposed sale date.
  4. If Ascendia doesn’t pay us, I’m going to have to terminate employees and may have to close my business.
    We recognize that Ascendia’s filing will directly affect your business, and we regret that it became necessary to take this action.
  5. Can I come take my goods back?
    No. In general, bankruptcy law does not permit suppliers to take back goods from a company that has filed bankruptcy.
  6. What if I want all payments accelerated or on delivery/cash-on-delivery (COD)?
    Post-filing goods and services will be paid by Ascendia in the ordinary course of business, so there should be no need for COD or accelerated payments.
  7. I have goods in transit to Ascendia. Will I be paid for them upon delivery, and if not, will the goods be returned to me?
    You will be paid for the goods received by Ascendia post-petition, that is, after the bankruptcy filing. If Ascendia determines that the goods were received by Ascendia before the filing, then any unpaid invoices for these goods will be pre-petition claims. The key factor is not the invoice date or, necessarily, the date the goods arrived on premises, but rather the moment when Ascendia became legally required to pay for such goods or services – for example, when Ascendia assumed ownership of the goods or the service was rendered to Ascendia.

Case Information

  1. Has a Creditors’ Committee been formed?
    Yes. Click here for the current status of the Creditors’ Committee.
  2. Where did Ascendia file its bankruptcy petitions?
    Ascendia filed in the United States Bankruptcy Court for the District of Delaware.
  3. Who is Ascendia’s legal counsel? Can I have their address and phone number?
    Ascendia’s lead bankruptcy counsel is:

    Debtors’ Counsel (Proposed)
    Kramer Levin Naftalis & Frankel LLP
    1177 Avenue of the Americas
    New York, NY 10036
    http://www.kramerlevin.com
    Phone:(212) 715-9100
    Fax: (212) 715-8000
    Attn: Kenneth H. Eckstein, Esq.
    Robert T. Schmidt, Esq.
    Debtors’ Delaware Counsel (Proposed)
    Young Conaway Stargatt & Taylor, LLP
    The Brandywine Building
    1000 West Street - 17th Floor
    Wilmington, DE 19801
    http://www.ycst.com
    Phone:(302) 571-6600
    Fax: (302) 571-1253
    Attn: M. Blake Cleary, Esq.
    Edward J. Kosmowski
    Patrick A. Jackson
  4. Who will be our point of contact with Ascendia now?
    If you want to discuss ongoing business relationship needs such as orders, please continue to call the person with whom you have been working during the course of your relationship with Ascendia.
  5. What kind of bankruptcy documentation can you send to me?
    We have set up this website to make court documents and other information available about our bankruptcy case. Click here for documents that are available on the website.
  6. Who can I call if I still have questions or need updates on claims or court hearings while Ascendia is in bankruptcy?
    Click here to contact us with any further questions. Please provide your name, company name, address, telephone number, and email so that we may have the appropriate party respond to your inquiry.

USEFUL LINKS

Debtors’ Website: http://www.ascendiabrands.com

WEBSITE INFORMATION

As stated above, an unofficial version of the Main Case Docket can be accessed through this website by selecting “Docket” icon at the top of this page. In addition, from time to time, certain key documents filed in this case or otherwise made available by the Debtor will be available by selecting the “Documents” icon above. Should you have any questions relating to this website, please feel free to contact us at 646.282.2500.

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