ICON Iconix Brand Group Inc

As disclosed on the Current Report on Form 8-K that Iconix Brand Group, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) on May 16, 2017, the Company entered into agreements to sell to DHX Media Ltd. (“DHX”) the Company’s 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 Membership Interest Purchase Agreement by and among the Company, Icon NY Holdings LLC (“Icon NY”), IBG Borrower LLC (the “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 by and among the Company, IBG Borrower, DHX and DHX SSP, each dated as of May 9, 2017 (collectively, the “Agreements”), are attached to this Current Report on Form 8-K as Exhibits 2.1 and 2.2, respectively. 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.

The description of the Agreements included herein is a summary and is qualified in its entirety by reference to the Agreements, which are attached as Exhibits 2.1 and 2.2 hereto and are incorporated herein by reference. The Agreements have been attached to provide investors with information regarding their terms. The terms and information therein should not be relied on as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the Commission. The terms of the Agreements (such as the representations and warranties) govern the contractual rights and relationships, and allocate risks, among the parties in relation to the sale. In particular, the representations and warranties made by the parties to each other in the Agreements have been negotiated among the parties with the principal purpose of setting forth their respective rights with respect to their obligation to close the sale should events or circumstances change or be different from those stated in the representations and warranties. Matters may change from the state of affairs contemplated by the representations and warranties. The Company does not undertake any obligation to publicly release any revisions to these representations and warranties, except as required under U.S. federal or other applicable securities laws.