Current Report Filing (8-k)
February 23 2018 - 6:16AM
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): February 22, 2018
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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☐
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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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Indenture 5.75% Convertible Senior Subordinated
Secured Second Lien Notes Due 2023
On February 22, 2018, Iconix Brand Group, Inc. (the
Company
) completed its
previously announced exchange (the
Exchange
) pursuant to which the Company issued new 5.75% Convertible Senior Subordinated Secured Second Lien Notes due 2023 (the
New Convertible Notes
) in an aggregate
principal amount of approximately $125,000,000 in exchange for (i) approximately $125,000,000 aggregate principal amount of the Companys outstanding 1.50% Convertible Senior Subordinated Notes due 2018 (the
2018 Convertible
Notes
) and (ii) cash payments representing accrued but unpaid interest on the 2018 Convertible Notes. The Exchange was completed pursuant to the terms of a number of exchange agreements (the
Exchange Agreements
) entered
into with certain holders of the 2018 Convertible Notes in separate, privately negotiated transactions. The foregoing description of the Exchange and the Exchange Agreements does not purport to be complete and is qualified in its entirety by
reference to the full text of the Exchange Agreements, a form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As part of the Exchange, the New Convertible Notes were issued pursuant to an Indenture (the
Indenture
), dated February 22,
2018, by and among the Company, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the
Trustee
). The New Convertible Notes were issued to the holders of the 2018 Convertible Notes
pursuant to the Exchange Agreements in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the
Securities Act
), under Section 4(a)(2) thereof. The New Convertible Notes have not
been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.
The principal terms of the New Convertible Notes are set forth in Item 1.01 of the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission (the
SEC
) on February 12, 2018 and Item 1.01 of the Companys Current Report on Form 8-K filed with the SEC on February 16, 2018, each of which is incorporated by reference herein. Such
descriptions of the New Convertible Notes and the Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
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 disclosure above under Item 1.01 of this Current Report on Form
8-K
with respect to the Indenture
and New Convertible Notes is also responsive to Item 2.03 of this Current Report on Form
8-K
and is hereby incorporated by reference into this Item 2.03.
Item 3.03
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Material Modifications to Rights of Security Holders
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The information provided in Item
1.01 of this Report is hereby incorporated by reference into this Item 3.03.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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: February 23, 2018
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