Iconix Brand Group, Inc. (NASDAQ:ICON) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On May9, 2017, Iconix Brand Group, Inc. (the Company)
signed 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
$345million, subject to a customary working capital adjustment.
The remaining 20% interest in Peanuts will continue to be held by
members of the family of Charles M. Schulz. The sales were made
to the Membership Interest Purchase Agreement between the
Company, Icon NY Holdings, LLC (Icon NY), IBG Borrower LLC
(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, between the Company,
IBG Borrower, DHX and DHX SSP, each dated as of May9, 2017
(collectively, the Agreements). 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.
Item2.04 Triggering Events that Accelerate or Increase a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement.
As a result of the transaction described in Item 1.01 above, the
Company is required to make principal prepayments of
approximately (i) $152.2million in the aggregate on its Series
2012-1 4.229% Senior Secured Notes, ClassA-2 and Series 2013-1
4.352% Senior Secured Notes, ClassA-2 (collectively the Senior
Secured Notes), in accordance with the terms of the Senior
Secured Notes, and (ii) $135.3million on its senior secured term
loan under the Credit Agreement dated as of March7, 2016 between
IBG Borrower, the Company and certain of IBG Borrowers
wholly-owned subsidiaries, Cortland Capital Market Services LLC
and the lenders party thereto (the Senior Secured Term
Loan), in accordance with the terms of the Senior Secured
Term Loan. Additionally, the Company is required to pay a
principal prepayment premium of $15.7million in accordance with
the terms of the Senior Secured Term Loan.
| Item7.01 | Regulation FD Disclosure. |
On May10, 2017, the Company issued a press release announcing
execution of the Agreements in respect of the transaction
described in Item 1.01, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is
furnished and shall not be deemed filed for purposes of Section18
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.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 |
Press release of Iconix Brand Group, Inc., dated May10, 2017.* |
| * | Furnished herewith. |
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 down -0.17 at 6.49 with 960,163 shares trading hands.