Iconix Brand Group, Inc. (NASDAQ:ICON) Files An 8-K Termination of a Material Definitive AgreementItem 1.02
On June30, 2017, Iconix Brand Group, Inc., a Delaware corporation (the “Company”), paid down the approximately $210million balance under the Company’s senior secured term loan (the “Senior Secured Term Loan”) to a credit agreement, dated as of March7, 2016 (the “Credit Agreement”), by and among IBG Borrower LLC (“IBG Borrower”), as borrower, the Company and certain wholly-owned subsidiaries of IBG Borrower, as guarantors, Cortland Capital Market Services LLC, as administrative agent and collateral agent, and the lenders party thereto from time to time, including CFICX LLC and Fortress Credit Co LLC (the “Lenders”). The key terms of the Credit Agreement were disclosed on the Company’s Current Report on Form8-K, dated March7, 2016, as filed with the U.S. Securities and Exchange Commission on March8, 2016. The repayment under the Senior Secured Term Loan effectively terminates the Credit Agreement with no further outstanding balances remaining thereunder. A prepayment premium of approximately $16 million was paid by the Company to the Lenders upon termination of the Credit Agreement. The repayment and prepayment premium were made with the proceeds of the sale of the Company’s entertainment division, as described in Item 1.02 below, and cash on hand.
| Item 1.02 | Completion of Acquisition or Disposition of Assets |
On June30, 2017, the Company completed its previously announced sale of its entertainment division, which includes an 80% interest in the Peanuts® brand and a 50% interest in the Strawberry Shortcake® brand, to DHX Media Ltd. (“DHX”) for a total purchase price of $345million, subject to customary working capital adjustments. The sale was made to the Membership Interest Purchase Agreement by and among the Company, Icon NY Holdings LLC, IBG Borrower, DHX and DHX SSP Holdings LLC (“DHX SSP”) and the Membership Interest Purchase Agreement by and among the Company, IBG Borrower, DHX and DHX SSP, each dated as of May9, 2017 (collectively, the “Agreements”).
| Item 1.02 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
On June30, 2017, as a result of the sale of the Company’s entertainment division described in Item 1.02 above, the Company made principal prepayments of approximately $152million in the aggregate (the “Prepayments”) on its Series2012-1 4.229% Senior Secured Notes, ClassA-2 (the “2012 Senior Secured Notes”) and Series2013-1 4.352% Senior Secured Notes, ClassA-2 (the “2013 Senior Secured Notes” and, together with the 2012 Senior Secured Notes, the “Senior Secured Notes”), in accordance with the terms of the Senior Secured Notes. The Prepayments were made with the proceeds of the sale of the Company’s entertainment division. The 2012 Senior Secured Notes were issued under a base indenture dated November29, 2012 among Icon Brand Holdings LLC, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC and Icon NY Holdings LLC, each a limited-purpose, bankruptcy remote, wholly-owned direct or indirect subsidiary of the Company, and Citibank, N.A., as trustee and securities intermediary (the “Base Indenture”) and related supplemental indenture dated November29, 2012. The 2013 Senior Secured Notes were issued under the Base Indenture and related supplemental indenture dated June21, 2013. Following the Prepayments, the outstanding total principal balance of the Senior Secured Notes was approximately $433million. The legal final maturity date of the Senior Secured Notes is in January of 2043, but it is anticipated that, unless earlier prepaid to the extent permitted under the Base Indenture and related supplemental indentures, the outstanding total principal balance of the Senior Secured Notes will be repaid in January 2020.
The information regarding repayment under the Senior Secured Term Loan included in Item 1.02 above is incorporated herein by reference.
| Item 1.02 | Regulation FD Disclosure |
On July3, 2017, the Company issued a press release announcing the sale of its entertainment division, the termination of its Credit Agreement and principal prepayment on a portion of its Senior Secured Notes described in Items1.02, 2.01 and 2.04, a copy of which is attached to this Current Report on Form8-K as Exhibit99.1 and is incorporated herein by reference.
The information in this Item 1.02, including Exhibit99.1, 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.
| Item 1.02 | Financial Statements and Exhibits |
(b) Pro Forma Financial Information
The pro forma financial information required to be furnished under this Item 1.02(b) is furnished as Exhibit99.2 to this Current Report on Form8-K and is incorporated herein by reference.
(d) Exhibits
|
Exhibit No. |
Description |
| 99.1 | Press Release of Iconix Brand Group, Inc., dated July3, 2017.* |
| 99.2 | Unaudited Pro Forma Condensed Financial Information.* |
ICONIX BRAND GROUP, INC. ExhibitEX-99.1 2 d418962dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Iconix Reduces Debt by $362 Million and Completes the Sale of the Entertainment Segment NEW YORK,…To view the full exhibit click here
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).