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.

Additional Private Exchange of Convertible Notes

As previously announced, on February12, 2018, Iconix Brand Group, Inc. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Original Exchange Agreements”) with certain holders of the Company’s outstanding 1.50% Convertible Senior Subordinated Notes due 2018 (the “2018 Convertible Notes”). to the Exchange Agreements, the Company intends to exchange new convertible senior subordinated secured notes (the “New Convertible Notes”) to be issued by the Company to an indenture to be entered into by the Company and cash payments representing accrued but unpaid interest on the 2018 Convertible Notes (the“Exchange”).

As previously announced, the Exchange contemplated the ability to enter into agreements with one or more holders of 2018 Convertible Notes to increase the aggregate principal amount of 2018 Convertible Notes participating in the Exchange from approximately $110million up to $125million. On February14, 2018, the Company entered into an additional privately negotiated exchange agreement (the“Additional Exchange Agreement” and, together with the Original Exchange Agreements, the “Exchange Agreements”) with certain holders of the Company’s 2018 Convertible Notes to which the Company will exchange an additional $15.6million aggregate principal amount of 2018 Convertible Notes for New Convertible Notes bringing the total aggregate principal amount of 2018 Convertible Notes participating in the Exchange to $125million. The Company expects to settle the Exchange on February22, 2018.

The terms of the Additional Exchange Agreement are identical to those of the Original Exchange Agreements, as described in Item 1.01 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on February12, 2018, which Current Report is incorporated herein by reference.

Determination of Volume-Weighted Average Price, Conversion Rate and Conversion Price

In accordance with the Exchange Agreements, the Company determined that, as of market close on February16, 2018, the average of the five individual volume-weighted average prices (the “VWAP”) for the five-trading day period beginning on February12, 2018 was $1.6678 per share. Because the VWAP for the five-trading day period beginning on February12, 2018 exceeded $1.656 (which price represented the top end of a 32.5% collar around the closing price of $1.25 on February9, 2018), for purposes of determining the conversion rate for the New Convertible Notes, the price per share used was $1.656.

Following calculation of the VWAP for the five-trading day period beginning on February12, 2018, the Company was also able to set the conversion rate and the conversion price under the New Notes. The conversion rate under the New Notes was set to be approximately 513.9274 shares of the Company’s common stock per $1,000 principal amount of New Convertible Notes and the conversion price for the New Notes was set to approximately $1.9458. The conversion rate and conversion price were determined based on a conversion premium of 17.5% over the price per share of $1.656.

Other relevant terms of the New Convertible Notes are set forth in Item 1.01 of the Current Report on Form 8-K filed by the Company with the SEC on February12, 2018, which is incorporated herein by reference.

On February16, 2018, the Company issued a press release announcing that it had entered into the Additional Exchange Agreement. A copy of the press release is attached to this Current Report on Form8-K as Exhibit99.1 and is incorporated herein by reference.

(d) Exhibits

Forward-Looking Statements

In addition to historical information, this Current Report contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include projections regarding the Company’s beliefs and expectations about future performance and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek” and similar terms or phrases. These statements are based on the Company’s beliefs and assumptions, which in turn are based on information available as of the date of this Current Report. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement and could harm the Company’s business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline significantly. Many of these factors are beyond the Company’s ability to control or predict. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements include, among others: the ability of the Company’s licensees to maintain their license agreements or to produce and market products bearing the Company’s brand names, the Company’s ability to retain and negotiate favorable licenses, the Company’s ability to meet its outstanding debt obligations and the events and risks referenced in the sections titled “Risk Factors” in the Company’s Annual Report on Form10-K for the year ended December31, 2016 and subsequent Quarterly Reports on Form10-Q and in other documents filed or furnished with the Securities and Exchange Commission. Our forward-looking statements do not reflect the potential impact of any acquisitions, mergers, dispositions, business development transactions, joint ventures or investments we may enter into or make in the future. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements are made only as of the date hereof and the Company undertakes no obligation to update or revise publicly any forward-looking statements, except as required by law.

ICONIX BRAND GROUP, INC. Exhibit
EX-99.1 2 d542157dex991.htm EX-99.1 EX-99.1 EXHIBIT 99.1   Iconix Brand Group Announces Upsize of Private Exchange of its 1.5% Convertible Senior Subordinated Notes due 2018 to $125 Million NEW YORK,…
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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).