Current Report Filing (8-k)
November 27 2017 - 8:20AM
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): November 24, 2017
ICONIX BRAND GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-10593
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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, New York
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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 Entry into Material Definitive Agreement
On November 24, 2017, Iconix Brand Group, Inc., a Delaware corporation (the
Company
), through IBG Borrower LLC, the Companys
wholly-owned direct subsidiary, entered into a Second Amendment, Consent and Limited Waiver (the
Amendment
) to its Credit Agreement, dated August 2, 2017 (as amended by that certain Limited Waiver and Amendment No. 1 to
Credit Agreement, dated as of October 27, 2017, as further amended by the Amendment, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
Credit Agreement
),
with Cortland Capital Market Services LLC (
Cortland
), as administrative agent and collateral agent (Cortland in such capacities, called together with its successors and assigns in such capacities, the
Agent
),
and the lenders party thereto from time to time (the
Lenders
), including Deutsche Bank AG, New York Branch (
Deutsche Bank
). Capitalized terms used in this Current Report and not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement (as amended by the Amendment) and/or the Amendment, in each case, as the context may require. The full text of the Amendment is annexed hereto as Exhibit 10.1 and incorporated herein by
reference.
As disclosed in the Companys Notification of Late Filing on Form
12b-25
filed on
November 9, 2017, the filing of the Companys Quarterly Report on Form
10-Q
for the fiscal quarter ended September 30, 2017 (the
10-Q
)
has been delayed. The Company needs additional time to review and assess the impact on the financial statements and disclosures to be included in the
10-Q
associated with the impairment testing of the
Companys goodwill and intangible assets. In order to permit the Company sufficient time to complete its impairment testing and finalize its financial statements, the Lenders have agreed, pursuant to the terms of the Amendment and subject to
the Loan Parties compliance with the requirements set forth therein, to waive until December 22, 2017, the potential Defaults and Events of Default arising under the Credit Agreement (a) from the failure to furnish to the
Administrative Agent (i) the financial statements, reports and other documents as required under Section 6.01(b) of the Credit Agreement with respect to the fiscal quarter of the Company ended September 30, 2017 and (ii) the
related deliverables required under Sections 6.02(b), 6.02(c) and 6.02(e) of the Credit Agreement or (b) relating to certain other affirmative covenants that may have been abrogated by such failure to make such timely deliveries. In connection
with the Amendment, Deutsche Bank was granted additional pricing flex in the form of price protection upon syndication of the loan
(Flex)
and ticking fees on the unfunded portion of the loan. The Amendment allows, among other
things, for cash payments on account of the Flex and ticking fees to be paid from the proceeds of the First Delayed Draw Term Loan, which was previously fully funded in accordance with the terms of the Credit Agreement. After giving effect to
the additional Flex provided in the Amendment, the Company estimates that it could be responsible for payments on account of Flex in an aggregate total amount of up to $12 million.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Second Amendment, Consent and Limited Waiver to Credit Agreement, dated as of November 24, 2017, among IBG Borrower LLC, a Delaware limited liability company, the Guarantors thereunder; each lender from time to time party
thereto including Deutsche Bank AG, New York Branch; and Cortland Capital Market Services LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent.
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EXHIBIT INDEX
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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Name:
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David K. Jones
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Title:
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Executive Vice President and Chief Financial Officer
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Date: November 27, 2017
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