ICON Iconix Brand Group Inc

NEW YORK, June 13 /PRNewswire-FirstCall/ -- Iconix Brand Group, Inc. (NASDAQ:ICON) today announced its intention to offer, subject to market and other conditions, $250 million aggregate principal amount of Convertible Senior Subordinated Notes due 2012 (the "Notes") in an offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), through the initial purchasers of the Notes. Iconix also intends to grant the initial purchasers of the notes an option to purchase up to an additional $37.5 million aggregate principal amount of Notes solely to cover over-allotments, if any. If certain conditions are met, the Notes may be convertible into cash up to the principal amount of the Notes and, with respect to any excess conversion value, into cash, shares of Iconix common stock or a combination of cash and common stock, at Iconix' option. The interest rate, conversion price and other terms will be determined by negotiations between Iconix and the initial purchasers of the Notes. Iconix intends to use a portion of the net offering proceeds to fund a convertible note hedge transaction and a warrant transaction. Iconix plans to use the remaining net proceeds from the note offering to invest in or acquire new brands through mergers, stock or asset purchases and/or other strategic relationships, although it has no present commitments or agreements with respect to any such investment or acquisition, and for general corporate purposes. In connection with the convertible note hedge and warrant transactions, the hedge counterparties have advised Iconix that they or their affiliates intend to enter into various derivative transactions with respect to the common stock of Iconix, concurrently with or shortly following pricing of the Notes. These activities could have the effect of increasing or preventing a decline in the price of the common stock of Iconix concurrently or following the pricing of the Notes. In addition, the hedge counterparties or their affiliates may from time to time, following the pricing of the Notes, enter into or unwind various derivative transactions with respect to the common stock of Iconix and/or purchase or sell common stock of Iconix in secondary market transactions. These activities could have the effect of decreasing the price of the common stock of Iconix and could affect the price of the Notes. The convertible note hedge transactions are intended to reduce potential dilution to Iconix' common stock upon potential future conversion of the Notes. This notice does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of an offering memorandum. Iconix' issuance of the Notes and the shares of Iconix common stock issuable upon conversion have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Certain statements and information included in this release constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Iconix to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Important factors that could cause actual results to differ materially from the results expressed or implied in such forward looking statements include the risk that the notes offering is not timely consummated or is not consummated at all. Additional discussion of factors that could cause actual results to differ materially from management's projections, estimates and expectations is contained in Iconix' Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and the other documents Iconix files with the SEC from time to time. Iconix undertakes no duty to update its forward-looking statements. Contact: Warren Clamen Chief Financial Officer Iconix Brand Group, Inc. 212-730-0030 DATASOURCE: Iconix Brand Group, Inc. CONTACT: Warren Clamen, Chief Financial Officer of Iconix Brand Group, Inc., +1-212-730-0030 Web site: http://iconixbrand.com/

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