Current Report Filing (8-k)
May 16 2017 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2017
Iconix Brand Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-10593
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11-2481093
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1450 Broadway, New York, NY
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10018
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code
(212) 730-0030
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On May 9, 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 100% interest in the Strawberry Shortcake
®
brand
,
for a total purchase price of $345 million, 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 pursuant 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 May 9, 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.
Item 2.04 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)
$152.2 million in the aggregate on its Series
2012-1
4.229% Senior Secured Notes,
Class A-2
and Series
2013-1
4.352%
Senior Secured Notes,
Class A-2
(collectively the
Senior Secured Notes
), in accordance with the terms of the Senior Secured Notes, and (ii) $135.3 million on its senior secured
term loan under the Credit Agreement dated as of March 7, 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 $15.7 million in accordance with the terms of the Senior
Secured Term Loan.
Item 7.01
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Regulation FD Disclosure.
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On May 10, 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 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.
Item 9.01
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Financial Statements and Exhibits.
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99.1
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Press release of Iconix Brand Group, Inc., dated May 10, 2017.*
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ICONIX BRAND GROUP, INC.
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By:
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/s/ Jason Schaefer
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Name:
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Jason Schaefer
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Title:
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Executive Vice President and General Counsel
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Date: May 16, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press release of Iconix Brand Group, Inc., dated May 10, 2017.*
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