Current Report Filing (8-k)
August 24 2017 - 05:03PM
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): August 18, 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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11-2481903
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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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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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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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As previously announced on
November 29, 2012, Icon Brand Holdings LLC, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC and Icon NY Holdings LLC (collectively, the
Co-Issuers),
each a limited-purpose, bankruptcy
remote, wholly-owned indirect subsidiary of Iconix Brand Group, Inc. (the Company), entered into a revolving financing facility of Series
2012-1
Variable Funding Senior Notes,
Class A-1
(the Variable Funding Notes), which allows for the funding of up to $100 million of Variable Funding Notes and certain other credit instruments. The Variable Funding Notes were issued
under a Base Indenture dated November 29, 2012 (the Base Indenture) and the related supplemental indenture dated November 29, 2012 (the Series
2012-1
Supplemental Indenture),
among the
Co-Issuers
and Citibank, N.A., as trustee and securities intermediary. Drawings and certain additional terms related to the Variable Funding Notes are governed by the
Class A-1
Note Purchase Agreement dated November 29, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time, the Purchase Agreement), among the
Co-Issuers,
the Company, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swingline lender and as administrative agent.
The Variable Funding Notes were issued in a securitization transaction pursuant to which substantially all of the Companys U.S. and Canadian revenue-generating assets, consisting principally of its intellectual property and license agreements
for the use of its intellectual property, are held by the
Co-Issuers.
On August 18, 2017
(the Closing Date), as further discussed under Item 2.03 below, (a) the
Co-Issuers
entered into the First Amendment to the Series
2012-1
Supplemental
Indenture dated August 18, 2017 (the Supplemental Indenture Amendment), among the
Co-Issuers
and Citibank, N.A., as trustee and securities intermediary and (b) the
Co-Issuers
and the Company entered into the First Amendment to the
Class A-1
Note Purchase Agreement dated August 18, 2017 (the Purchase Agreement
Amendment), among the
Co-Issuers,
the Company, as manager, certain conduit investors, financial institutions and funding agents, and Guggenheim Securities Credit Partners, LLC, as provider of letters of
credit, as swingline lender and as administrative agent. The information in Item 2.03 below is incorporated by reference in this Item 1.01.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information included in Item 1.01 above is incorporated by reference in this Item 2.03.
On the Closing Date, the Company entered into the Supplemental Indenture Amendment and the Purchase Agreement Amendment to, among other
things, (i) extend the anticipated repayment date for the Variable Funding Notes from January 2018 to January 2020, (ii) decrease the L/C Commitment and the Swingline Commitment (as such terms are defined in the Supplemental Indenture
Amendment) available under the Variable Funding Notes to $0 as of the Closing Date, (iii) replace Barclays Bank PLC with Guggenheim Securities Credit Partners, LLC, as provider of letters of credit, as swingline lender and as administrative
agent under the Purchase Agreement and (iv) provide that, upon the disposition of intellectual property assets by the
Co-Issuers
as permitted by the Base Indenture, (x) the holders of the Variable
Funding Notes will receive a mandatory prepayment, pro rata based on the amount of Variable Funding Notes held by such holder, and (y) the maximum commitment will be permanently reduced by the amount of the mandatory prepayment.
This brief description of the material terms of the Supplemental Indenture Amendment and the Purchase Agreement Amendment is qualified in its
entirety by reference to the provisions of such agreements attached to this report as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, which are incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure.
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On August 21, 2017, the Company issued a press release
announcing the consummation of the transactions described in Items 1.01 and 2.03, 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
4.1
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Base Indenture dated November 29, 2012.
(1)
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4.2
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Series
2012-1
Supplemental Indenture dated November 29, 2012.
(1)
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4.3
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First Amendment to the Series
2012-1
Supplemental Indenture dated August 18, 2017.*
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10.1
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Class A-1
Note Purchase Agreement dated November 29, 2012, by and among the Company, the
Co-Issuers,
Certain Conduit Investors,
Certain Financial Institutions, Certain Funding Agents, and Barclays Bank PLC, as L/C Provider, as Swingline Lender and as Administrative Agent.
(1)
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10.2
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First Amendment to the
Class A-1
Note Purchase Agreement dated August 18, 2017, by and among the Company, the
Co-Issuers,
Certain
Conduit Investors, Certain Financial Institutions, Certain Funding Agents, and Guggenheim Securities Credit Partners, LLC, as L/C Provider, as Swingline Lender and as Administrative Agent.*
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99.1
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Press release titled Iconix Brand Group Extends Maturity of Variable Funding Notes to January 2020 dated August 21, 2017.**
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(1)
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Filed as an exhibit to the Companys Current Report on Form
8-K
for the event dated November 29, 2012 and incorporated herein by reference.
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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/ David K. Jones
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David K. Jones
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Executive Vice President and Chief Financial Officer
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Date: August 24, 2017
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Base Indenture dated November 29, 2012.
(1)
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4.2
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Series
2012-1
Supplemental Indenture dated November 29, 2012.
(1)
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4.3
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First Amendment to the Series
2012-1
Supplemental Indenture dated August 18, 2017.*
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10.1
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Class A-1
Note Purchase Agreement dated November 29, 2012, by and among the Company, the
Co-Issuers,
Certain Conduit Investors, Certain
Financial Institutions, Certain Funding Agents, and Barclays Bank PLC, as L/C Provider, as Swingline Lender and as Administrative Agent.
(1)
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10.2
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First Amendment to the
Class A-1
Note Purchase Agreement dated August 18, 2017, by and among the Company, the
Co-Issuers,
Certain Conduit
Investors, Certain Financial Institutions, Certain Funding Agents, and Guggenheim Securities Credit Partners, LLC, as L/C Provider, as Swingline Lender and as Administrative Agent.*
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99.1
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Press release titled Iconix Brand Group Extends Maturity of Variable Funding Notes to January 2020 dated August 21, 2017.**
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(1)
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Filed as an exhibit to the Companys Current Report on Form
8-K
for the event dated November 29, 2012 and incorporated herein by reference.
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