8-K

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 3, 2021

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10593	11-2481903
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1450 Broadway, 3rd Floor, New York, New York	10018
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 730-0030

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	ICON	The NASDAQ Stock Market LLC (NASDAQ Global Market)

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:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 8.01. Other Events.

Iconix Brand Group, Inc., a Delaware corporation (the “Company”), previously announced that it entered into an Agreement and Plan of Merger, dated as of June 11, 2021, with Iconix Acquisition LLC (“Parent”) and Iconix Merger Sub Inc. (“Merger Sub”), which provides for among other things and subject to the terms and conditions therein, a merger of Merger Sub with and into the Company with the Company surviving as a wholly‑owned subsidiary of Parent (the “Merger”).

In connection with the Merger, on August 3, 2021, the Company announced that it has caused to be delivered a notice of full conditional redemption (the “Notice”) to the holders of its outstanding 5.75% convertible senior notes due 2023 (the “Notes”) under that certain Indenture, dated as of February 22, 2018, by and among the Company, the guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee and as collateral agent (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the “Indenture”).  The Notice supersedes and replaces the Company’s previously announced notice of conditional redemption delivered on July 16, 2021.

The Notice calls for the redemption of the aggregate principal amount outstanding of the Notes on August 4, 2021, and is conditioned on the consummation of the Merger. The redemption price for the Notes is 100% of the principal amount redeemed, which amount is equal to $1,000 per $1,000 principal amount, plus accrued and unpaid interest to the redemption date, in accordance with the provisions of the Indenture.

The Company has also issued a press release announcing the delivery of the Notice under the Indenture. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated into this report by reference.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties, including statements regarding the Merger, including the expected timing of the closing of the Merger. These forward-looking statements involve risks and uncertainties, many of which are outside management’s control. If any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include risks associated with: the risk that the conditions to the closing of the Merger are not satisfied; the risk that the merger agreement with respect to the Merger may be terminated in circumstances that require the Company to pay a termination fee of $1,824,000 and expense reimbursement of $10,000,000; the status or outcome of any litigation relating to the Merger; the failure to satisfy other conditions to completion of the Merger; the failure of Merger Sub to consummate the necessary financing arrangements; risks that the tender offer and related transactions disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; uncertainties as to the timing of the consummation of the Merger and the ability of each party to consummate the Merger; and the risks described in the filings that we make with the Securities and Exchange Commission (the “SEC”) from time to time, including the risks described under the headings “Risk Factors” and “Management Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, which was filed with the SEC on March 31, 2021, and which should be read in conjunction with our financial results and forward-looking statements. Our filings with the SEC are available on the SEC filings section of the Investor Relations page of our website at http://iconixbrand.com.

All forward-looking statements in this communication are based on information available to us as of the date of this communication, and we do not assume any obligation to, and expressly disclaim any obligation to, update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law. You should not place undue reliance on such forward-looking statements, which speak only as of the date hereof. In particular, there can be no assurance that the Merger will be completed as contemplated or at all.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of Iconix Brand Group, Inc., dated August 3, 2021.

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.

Date: August 3, 2021	ICONIX BRAND GROUP, INC.
	By:	/s/ John McClain
		Name: John McClain
		Title:   Chief Financial Officer

EX-99.1

Exhibit 99.1

Iconix Announces Conditional Notice of Redemption

Concerning its Outstanding 5.75% Convertible Notes

New York, August 3, 2021 – Iconix Brand Group, Inc. (Nasdaq: ICON) (“Iconix” or the “Company”) today announced it has caused to be delivered a notice of full conditional redemption (the “Notice”) to the trustee of its outstanding 5.75% convertible senior notes due 2023 (the “Notes”). The Notice calls for the redemption of the $125 million initial aggregate principal amount of the Notes on August 4, 2021, and is conditioned on the consummation of the Company’s previously announced merger (the “Merger”) with Iconix Merger Sub Inc. pursuant to that certain Agreement and Plan of Merger, dated June 11, 2021, among the Company, Iconix Acquisition LLC and Iconix Merger Sub Inc. The Notice supersedes and replaces the Company’s previously announced notice of conditional redemption delivered on July 16, 2021.

The redemption price for the Notes is 100% of the principal amount redeemed, which amount is equal to $1,000 per $1,000 principal amount, plus accrued and unpaid interest to the redemption date, in accordance with the provisions of that certain Indenture, dated February 22, 2018, among the Company, the guarantors thereunder, and the Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, governing the Notes (as the same has been from time to time amended).

Additional information concerning the terms and conditions of the redemption are fully described in the Notice distributed to holders of the Notes. Beneficial holders with any questions about the redemption should contact their respective brokerage firm or financial institution.

This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any securities.

About Iconix Brand Group, Inc.

Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE’S ®, BONGO ®, JOE BOXER ®, RAMPAGE ®, MUDD ®, MOSSIMO ®, LONDON FOG ®, OCEAN PACIFIC ®, DANSKIN ®, ROCAWEAR ®, CANNON ®, ROYAL VELVET ®, FIELDCREST ®, CHARISMA ®, STARTER ®, WAVERLY ®, ZOO YORK ®, UMBRO ®, LEE COOPER ®, ECKO UNLTD. ®, MARC ECKO ®, ARTFUL DODGER ®, and HYDRAULIC®. In addition, Iconix owns interests in the MATERIAL GIRL ®, ED HARDY ®, TRUTH OR DARE ®, MODERN AMUSEMENT ®, BUFFALO ® and PONY ® brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and brand loyalty.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding the Merger including the expected timing of the closing of the Merger. These forward-looking statements involve risks and uncertainties, many of which are outside management’s control. If any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include risks associated with: the risk that the conditions to the closing of the Merger are not satisfied; the risk that the merger agreement for the Merger may be terminated in circumstances that require Iconix to pay a termination fee of $1,824,000 and reimbursement of expenses of $10,000,000; potential litigation relating to the Merger; the failure to satisfy other conditions to completion of the Merger; the failure of Iconix Merger Sub Inc. to consummate the necessary financing arrangements; risks that the tender offer and related transactions disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; uncertainties as to the timing of the consummation of the Merger and the ability of each party to consummate the Merger; and the risks described in the filings that we make with the SEC from time to time, including the risks described under the headings “Risk Factors” and “Management Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, which was filed with the SEC on March 31, 2021, and which should be read in conjunction with our financial results and forward-looking statements. Our filings with the SEC are available on the SEC filings section of the Investor Relations page of our website at http://iconixbrand.com. All forward-looking statements in this communication are based on information available to us as of the date of this communication, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law. You should not place undue reliance on such forward-looking statements. All forward-looking statements are based on information available to management on the date of this communication, and we assume no obligation to, and expressly disclaim any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Contacts

For Iconix

Media contact:

John T. McClain

Executive Vice President and Chief Financial Officer

Iconix Brand Group, Inc.

jmcclain@iconixbrand.com

212-730-0030