Iconix Announces Conditional Notice of Redemption Concerning its Outstanding 5.75% Convertible Notes
August 03 2021 - 4:54PM
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. McClainExecutive Vice President and Chief
Financial OfficerIconix Brand Group,
Inc.jmcclain@iconixbrand.com212-730-0030
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