Item 8.01. Other Events.
Iconix Brand Group, Inc., Delaware corporation (the "Company"), previously
announced that it entered into an Agreement and Plan of Merger, dated as of June
11, 2021, with Iconix Acquisition LLC ("Parent") and Iconix Merger Sub Inc.
("Merger Sub"), which provides for among other things and subject to the terms
and conditions therein, a merger of Merger Sub with and into the Company with
the Company surviving as a wholly-owned subsidiary of Parent (the "Merger").
In connection with the Merger, on July 16, 2021, the Company announced that it
has caused to be delivered a notice of full conditional redemption to the
holders of its outstanding 5.75% convertible senior notes due 2023 (the
"Notes") under that certain Indenture, dated as of February 22, 2018, by and
among the Company, the guarantors party thereto, and The Bank of New York Mellon
Trust Company, N.A., a national banking association, as trustee and as
collateral agent, as supplemented by that First Supplemental Indenture dated as
of July 2, 2021 (as the same may be further amended, restated, supplemented or
otherwise modified from time to time the "Indenture").
The Redemption Notice calls for the redemption of the aggregate principal amount
outstanding of the Notes on August 16, 2021, and is conditioned on the
conversion or contribution to the Company of the outstanding principal amount of
Notes beneficially owned by Parent and the consummation of the Merger. The
redemption price for the Notes is 100% of the principal amount redeemed, which
amount is equal to $1,000 per $1,000 principal amount, plus accrued and unpaid
interest to the redemption date, in accordance with the provisions of the
Indenture.
On July 16, 2021, the Company also announced that it has notified the holders of
the Notes that a Fundamental Change (as defined in the Indenture) is anticipated
to occur upon the consummation of the Merger. The anticipated date of the
Fundamental Change is August 3, 2021, and the proposed Fundamental Change
Repurchase Date (as defined in the Indenture) is September 16, 2021.
Accordingly, the deadline by which holders of Notes may elect the repurchase
option pursuant the Section 3.01 of the Indenture is expected to be 5:00 p.m.,
New York City time, on September 15, 2021. The Fundamental Change Repurchase
Price (as defined in the Indenture) is $1,000 for each $1,000 principal amount
of Notes, plus accrued and unpaid interest up to the repurchase date. The
Fundamental Change Make-Whole Amount (as defined in the Indenture) is not
applicable.
The Company has also issued a press release announcing the delivery of the
Redemption Notice and the notice of the anticipated Fundamental Change under the
Indenture. A copy of the press release is attached to this report as Exhibit
99.1 and is incorporated into this report by reference.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements that involve risks and
uncertainties, including statements regarding the Merger, including the expected
timing of the closing of the Merger and considerations taken into account by our
Board of Directors in approving the Merger. These forward-looking statements
involve risks and uncertainties, many of which are outside management's control.
If any of these risks or uncertainties materialize, or if any of our assumptions
prove incorrect, our actual results could differ materially from the results
expressed or implied by these forward-looking statements. These risks and
uncertainties include risks associated with: the risk that the conditions to the
closing of the Merger are not satisfied, including the risk that a sufficient
number of the Company's stockholders do not participate in the tender offer with
respect to the Merger; the risk that the merger agreement with respect to the
Merger may be terminated in circumstances that require the Company to pay a
termination fee of $1,824,000 and expense reimbursement of $10,000,000; the
status or outcome of any litigation relating to the Merger; the failure to
satisfy other conditions to completion of the Merger, including the receipt of
all regulatory approvals related to the Merger (and any conditions, limitations
or restrictions placed on these approvals); the failure of Merger Sub to
consummate the necessary financing arrangements; risks that the tender offer and
related transactions disrupt current plans and operations and the potential
difficulties in employee retention as a result of the proposed transactions; the
effects of local and national economic, credit and capital market conditions on
the economy in general, and other risks and uncertainties; uncertainties as to
the timing of the consummation of the Merger and the ability of each party to
consummate the Merger; and the risks described in the filings that we make with
the SEC from time to time, including the risks described under the headings
"Risk Factors" and "Management Discussion and Analysis of Financial Condition
and Results of Operations" in our Annual Report on Form 10-K, which was filed
with the SEC on March 31, 2021, and which should be read in conjunction with our
financial results and forward-looking statements. Our filings with the SEC are
available on the SEC filings section of the Investor Relations page of our
website at http://iconixbrand.com.
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All forward-looking statements in this communication are based on information
available to us as of the date of this communication, and we do not assume any
obligation to, and expressly disclaim any obligation to, update the
forward-looking statements provided to reflect events that occur or
circumstances that exist after the date on which they were made, except as
required by law. You should not place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In particular, there can be
no assurance that the Merger will be completed as contemplated or at all.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release of Iconix Brand Group, Inc., dated July 16, 2021.
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