Item 2.02
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Results of Operation and Financial Condition.
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On March 14, 2018, Iconix Brand Group, Inc., a
Delaware corporation (the Company), issued a press release announcing its financial results for 2017. As noted in the press release, the Company has provided certain nonU.S. generally accepted accounting principles
(GAAP) financial measures, the reasons it provided such measures and a reconciliation of the nonU.S. GAAP measures to U.S. GAAP measures. Readers should consider nonGAAP measures in addition to, and not as a substitute for,
measures of financial performance prepared in accordance with U.S. GAAP. A copy of the Companys press release is being furnished hereto as Exhibit 99.1 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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On March 14, 2018, the Company drew down $110 million under its Second Delayed Draw Term Loan (defined below) and used those proceeds, along with
cash on hand, to make a payment to the trustee under the indenture governing the Companys 1.50% convertible senior subordinated notes (the 1.50% Convertible Notes) to repay the remaining 1.50% Convertible Notes at maturity on
March 15, 2018 (the Refinancing).
As previously disclosed, on October 27, 2017, the Company, through IBG Borrower LLC, the
Companys wholly-owned direct subsidiary, entered into a Limited Waiver and Amendment No. 1 (the First Amendment) to its Credit Agreement (the Credit Agreement), dated August 2, 2017, with Cortland Capital
Market Services LLC, as administrative agent and collateral agent, and the lenders party thereto from time to time, including Deutsche Bank AG, New York Branch. The First Amendment provided for, among other things, a senior secured delayed draw term
loan facility in the aggregate amount of up to $165.7 million, consisting of (i) a $25 million First Delayed Draw Term Loan, which was drawn on October 27, 2017, and (ii) a $140.7 million Second Delayed Draw Term Loan
(the Second Delayed Draw Term Loan) for the purpose of repaying the 1.50% Convertible Notes. The Credit Agreement was subsequently amended on November 24, 2017 (the Second Amendment), February 12, 2018 (the
Third Amendment) and March 12, 2018 (the Fourth Amendment).
The principal terms of the Credit Agreement and the First
Amendment, Second Amendment and Third Amendment are set forth on the Companys Current Reports on Form
8-K
for the events dated August 2, 2017, October 27, 2017, November 24, 2017 and
February 12, 2018, respectively, and the principal terms of the Fourth Amendment are set forth in the Companys Annual Report on Form
10-K
for the year ended December 31, 2017, each of which was
filed with the Securities and Exchange Commission and is incorporated herein by reference. Such descriptions of the Credit Agreement, First Amendment, Second Amendment, Third Amendment and Fourth Amendment do not purport to be complete and are
qualified in their entirety by reference to the full text of such documents, which are incorporated herein by reference.