Iconix Brand Group, Inc. (NASDAQ:ICON) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

As disclosed on the Current Report on Form 8-K that Iconix Brand
Group, Inc. (the Company) filed with the Securities and Exchange
Commission (the Commission) on May 16, 2017, the Company entered
into agreements to sell to DHX Media Ltd. (DHX) the Companys
entertainment division, which includes an 80% interest in the
Peanuts brand and a 50% interest in the Strawberry Shortcake
brand, for a total purchase price of $345 million, subject to a
customary working capital adjustment. The Membership Interest
Purchase Agreement by and among the Company, Icon NY Holdings LLC
(Icon NY), IBG Borrower LLC (the IBG Borrower, and collectively
with the Company and Icon NY, the Sellers), DHX and DHX SSP
Holdings LLC (DHX SSP, and collectively with DHX, the Purchasers)
and the Membership Interest Purchase Agreement by and among the
Company, IBG Borrower, DHX and DHX SSP, each dated as of May 9,
2017 (collectively, the Agreements), are attached to this Current
Report on Form 8-K as Exhibits 2.1 and 2.2, respectively. The
Agreements contain representations, warranties and covenants of
the Sellers and the Purchasers and post-closing indemnification
rights of the Sellers and the Purchasers customary for
transactions of this type. The closing of the transaction is
subject to satisfaction of customary closing conditions,
including expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The
transaction is expected to close between the end of the second
quarter and the beginning of the third quarter of 2017.

The description of the Agreements included herein is a summary
and is qualified in its entirety by reference to the Agreements,
which are attached as Exhibits 2.1 and 2.2 hereto and are
incorporated herein by reference. The Agreements have been
attached to provide investors with information regarding their
terms. The terms and information therein should not be relied on
as disclosure about the Company without consideration of the
periodic and current reports and statements that the Company
files with the Commission. The terms of the Agreements (such as
the representations and warranties) govern the contractual rights
and relationships, and allocate risks, among the parties in
relation to the sale. In particular, the representations and
warranties made by the parties to each other in the Agreements
have been negotiated among the parties with the principal purpose
of setting forth their respective rights with respect to their
obligation to close the sale should events or circumstances
change or be different from those stated in the representations
and warranties. Matters may change from the state of affairs
contemplated by the representations and warranties. The Company
does not undertake any obligation to publicly release any
revisions to these representations and warranties, except as
required under U.S. federal or other applicable securities laws.

(d) Exhibits

About Iconix Brand Group, Inc. (NASDAQ:ICON)

Iconix Brand Group, Inc. is a brand management company. The Company owns a diversified portfolio of consumer brands across women’s, men’s, home and entertainment categories. The Company operates through five segments: men’s, women’s, home, entertainment and corporate. The Company’s brand portfolio includes brands, such as Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, Strawberry Shortcake and Artful Dodger, and interests in Material Girl, Peanuts, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Nick Graham Hydraulic and PONY brands. It operates in various geographic regions, including the United States, Japan and Other (which principally represent Latin America and Europe).

Iconix Brand Group, Inc. (NASDAQ:ICON) Recent Trading Information

Iconix Brand Group, Inc. (NASDAQ:ICON) closed its last trading session up +0.11 at 6.21 with 858,192 shares trading hands.