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Subsequent Events
12 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

19. Subsequent Events

Scion. In January 2016, the Company sold its interest in the BBC and Ice Cream brands within the Scion joint venture for $3.5 million.

Short-term Shareholder Rights Plan. On January 27, 2016, the Company announced that its Board of Directors adopted a short-term shareholder rights plan (the “Rights Plan”), which will expire following the 2016 annual meeting of shareholders, absent an extension being approved by shareholders.  The Board of Directors adopted the Rights Plan in light of recent activity in the Company’s shares, including the recent accumulation of meaningful positions by holders of derivatives securities, and what the Iconix Board of Directors and management believes is a currently depressed share price for the Company’s common stock.

Pursuant to the Rights Plan, one preferred stock purchase right will be distributed for each share of common stock held by shareholders of record on February 12, 2016.  The rights will become exercisable only if a person or group acquires beneficial ownership of 20% or more of the Company's common stock (including in the form of synthetic ownership through derivative positions). In that situation, each holder of a right (other than, as detailed in the Rights Plan, the person or group triggering the rights) will be entitled to purchase, at the then-current exercise price (which was initially set at $30 per right), shares of common stock (and, in certain circumstances, other consideration) having a value of twice the exercise price of the right (a 50% discount).  Rights held by any person or group whose actions trigger the Rights Plan, including potentially counterparties to derivative transactions with such person or group, would become void.  The Rights Plan had no impact on the Company’s financial reporting for the year ended December 31, 2015 and will not impact any future periods.

Chief Executive Officer. On February 23, 2016, the Company announced that John N. Haugh was appointed as President and a member of the Board of Directors.  Mr. Haugh also will assume the role of Chief Executive Officer of the Company on April 1, 2016, at which time the Company’s Chairman of the Board and Interim CEO Peter Cuneo will transition to the role of the Company’s Executive Chairman of the Board.

Badgley Mischka. On March 2, 2016, the Company announced that it has sold the rights to the Badgley Mischka intellectual property to Titan Industries, Inc. in partnership with the founders, Mark Badgley and James Mischka, and the apparel license MJCLK LLC for $13.8 million in cash.  The gain on the sale of the trademarks will be recorded in the Company’s first quarter of fiscal 2016 financial results.

New Debt Facility.  On March 7, 2016, the Company through its wholly-owned direct subsidiary, IBG Borrower LLC (“IBG Borrower”) entered into a $300 million senior secured term loan (the “Credit Agreement”), whereby the Company and certain wholly-owned subsidiaries of IBG Borrower will serve as guarantors, Cortland Capital Market Services LLC will serve as administrative agent and collateral agent and the lenders party thereto from time to time (the “Lenders”), including CF ICX LLC and Fortress Credit Co LLC (“Fortress”).  Pursuant to the Credit Agreement, the Lenders are providing to IBG Borrower a senior secured term loan (the “Senior Secured Term Loan”), scheduled to mature on March 7, 2021, in an aggregate principal amount of $300 million and bearing interest at LIBOR (with a floor of 1.50%) plus an applicable margin of 10% per annum.  Among other customary conditions, the closing is conditioned on the transfer of specified assets of the Company to be held by IBG Borrower and the execution of customary account control agreements.  

The net cash proceeds of the Senior Secured Term Loan, of which are expected to be approximately $268 million (after deducting financing, investment banking and legal fees), will, pursuant to the terms of the Credit Agreement, be deposited by the Lenders into an escrow account on the closing date.  IBG Borrower must deposit into the escrow account certain additional funds, so that the total amount of cash on deposit in the escrow account is sufficient to pay all outstanding obligations, plus accrued interest, under the Company’s 2.50% convertible senior subordinated notes due June 2016 and issued pursuant to that certain Indenture, dated as of May 23, 2011, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2016 Convertible Notes”).  The funds in the escrow account will be used to repay the 2016 Convertible Notes on or before their maturity, with any remaining funds going toward general corporate purposes permitted under the terms of the Credit Agreement.

 

Retention Stock Grant.  On January 7, 2016, the Company awarded to certain employees a retention stock grant of approximately 1.3 million shares with a then current value of approximately $7.7 million. The awards cliff vest in three years based on the Company’s Total Shareholder Return, as defined, measured against a peer group as defined in the Company's Proxy Statement. The measurement period began on the grant date and the beginning measurement amount was calculated based on the 20 day average closing stock price leading up to the grant date. The measurement period ends on December 31, 2019 and the ending measurement amount is based on the 20 day average closing stock price leading up to December 31, 2019. The award will vest on a scaled pay out based on the Company's total shareholder return versus the peer group.