Iconix Brand Group, Inc. (NASDAQ:ICON) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
certain of the Companys subsidiaries, Icon NY Holdings LLC (Icon
NY), Iconix Latin America LLC (Iconix Latin America) and Sharper
Image Holdings LLC (Sharper Image Holdings, together with Icon NY
and Iconix Latin America, the Sellers and each a Seller), entered
into an asset purchase agreement (the Purchase Agreement) with
360 Holdings II-A LLC (the Purchaser), a wholly-owned subsidiary
of 360 Holdings I. The description of the Purchase Agreement set
forth below in Item 2.01 of this Current Report on Form 8-K is
incorporated herein by reference.
to sell all of the trademarks and related intellectual property
assets primarily related to the Sharper Image brand owned by the
Sellers in the United States, Latin America, China, India and
Israel (the Controlled IP Assets) to the Purchaser. In addition,
with respect to trademarks and related intellectual property
assets related to the Sharper Image brand that are owned in other
territories (the JV Assets), the rights to which are held by
Iconix Australia LLC, ICO Brands L.P., Iconix MENA Ltd., Iconix
SE Asia Ltd., and Iconix SE Asia Ltd. (collectively, the
International JVs), the Company has agreed, subject to certain
limitations set forth in the Purchase Agreement, to use its
commercially reasonable efforts for up to 18 months to cause each
International JV to permit the sale of such JV Assets to the
Purchaser (together with the sale of the Controlled IP Assets,
the Transaction).
consideration for the Transaction, of which $98.25 million will
be paid to the Sellers in respect of the Controlled IP Assets and
$1.75 million will be paid to an escrow agent in respect of the
JV Assets and held in escrow and distributed in accordance with
the terms of the Purchase Agreement and an escrow agreement.
covenants of the Company, Sellers and Purchaser and
indemnification rights of the Company, Sellers and Purchaser
after the closing of the Transaction that are 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
HartScottRodino Antitrust Improvements Act of 1976. The closing
is expected to occur on December 30, 2016.
does not purport to be complete and is qualified in its entirety
by reference to the provisions of the Purchase Agreement, a copy
of which the Company intends to file as an exhibit to its next
periodic report filed under the Securities Exchange Act of 1934,
as amended.
announcing execution of the Purchase Agreement in respect of the
transaction described in Item 2.01, a copy of which is attached
to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
furnished and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to liabilities under that section, and shall
not be deemed to be incorporated by reference into the filings of
the Company under the Securities Act of 1933, as amended,
regardless of any general incorporation language in those
filings. In addition, the press release contains statements
intended as forward-looking statements which are subject to the
cautionary statements about forward-looking statements set forth
in such press release.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Press release of Iconix Brand Group, Inc., dated December
30, 2016.* |
About Iconix Brand Group, Inc. (NASDAQ:ICON)
Iconix Brand Group, Inc. is a brand management company. The Company owns a diversified portfolio of over 35 global 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, Sharper Image, 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 00.00 at 8.96 with 267,953 shares trading hands.
