NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.
NEW YORK, June 4, 2024 /PRNewswire/ — Iconix International Inc. (“Iconix“) today announced that, on June 3, 2024, it commenced a cash tender offer (the “Tender Offer”) for up to a maximum aggregate principal amount of $75 million (the “Maximum Amount”) of (i) the outstanding Series 2012-1 4.229% Senior Secured Notes, Class A-2 (the “2012-1 Notes”) issued by Icon Brand Holdings LLC, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC, and Icon NY Holdings LLC (collectively, the “Co-Issuers”) and (ii) the outstanding Series 2013-1 4.352% Senior Secured Notes, Class A-2 (the “2013-1 Notes” and, together with the 2012-1 Notes, collectively, the “Class A-2 Notes”) issued by the Co-Issuers, in each case from holders thereof (each, a “Holder” and collectively, the “Holders”). The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase dated June 3, 2024 (the “Offer to Purchase”).
The Tender Offer will expire at 5:00 p.m., New York City time, on July 2, 2024, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Holders of the Class A-2 Notes may withdraw their validly tendered Class A-2 Notes as described below. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer.
Certain information regarding the Class A-2 Notes and the Class A-2 Notes Consideration (as defined below) is set forth in the table below.
|
Title of Security |
CUSIP / ISIN Nos. |
Principal Amount |
Class A-2 Notes |
|
Series 2012-1 4.229% |
45112AAA5 / |
$210,281,962 |
$400.00 |
|
Series 2013-1 4.352% |
45112AAC1 / US45112AAC18 |
$101,833,544 |
$400.00 |
|
(1) |
Per $1,000 original principal amount of Class A-2 Notes validly tendered and accepted. The Class A-2 Notes Consideration |
The $210,281,962 outstanding amount of the Series 2012-1 Notes reflects that the original principal amount of $600,000,000 has been partially repaid, resulting in a current scaling factor of 35.05% (rounded to nearest hundredth) (the “Series 2012-1 Note Scaling Factor”), and the $101,833,544 outstanding amount of the Series 2013-1 Notes reflects that the original principal amount of $275,000,000 has been partially repaid, resulting in a current scaling factor of 37.03% (rounded to nearest hundredth) (the “Series 2013-1 Note Scaling Factor” and, together with the Series 2012-1 Note Scaling Factor, the “Class A-2 Notes Scaling Factors”), in each case as of the date of this Offer to Purchase. The consideration (the “Class A-2 Notes Consideration”) offered per $1,000 original principal amount of Class A-2 Notes validly tendered and accepted for purchase pursuant to the Offer will be $400.00 per $1,000.00 original principal amount of Class A-2 Notes multiplied by the applicable Class A-2 Notes Scaling Factor.
In addition to the Class A-2 Notes Consideration, all Holders of Class A-2 Notes accepted for purchase will also receive accrued and unpaid interest from the April 25, 2024 interest payment date up to, but not including, the date on which Iconix makes payment for such Class A-2 Notes, which date is anticipated to be July 5, 2024 (the “Settlement Date”). For the avoidance of doubt, interest will cease to accrue to the Holders of Class A-2 Notes on the Settlement Date for all Class A-2 Notes accepted in the Offer.
If the purchase of all Class A-2 Notes validly tendered in the Tender Offer at or prior to the Expiration Time would cause the aggregate principal amount of Class A-2 Notes purchased to exceed the Maximum Amount, then the Offer will be oversubscribed, in which case the Company will accept for payment such tendered Class A-2 Notes on a pro rata basis and will treat the 2012-1 Notes and the 2013-1 Notes as one collective series.
Class A-2 Notes validly tendered prior to 5:00 p.m., New York City time on July 2, 2024, may be withdrawn at any time before 5:00 p.m., New York City time on July 2, 2024, but not thereafter, unless required by applicable law or extended by Iconix in its sole discretion (the “Withdrawal Deadline”). Class A-2 Notes validly tendered at the Withdrawal Deadline may not be withdrawn or revoked thereafter, unless required by applicable law. Iconix reserves the right to amend or waive any conditions of the Tender Offer, in whole or in part, at any time or from time to time, in its sole and absolute discretion.
In connection with the Tender Offer, Iconix has retained Ducera Securities LLC as its financial advisor (the “Financial Advisor”), and has retained Kroll Restructuring Administration LLC d/b/a Kroll Issuer Services (US) (“Kroll”) to act as tender and information agent (the “Tender and Information Agent”). Copies of the Offer to Purchase are available via the Tender Offer website at https://deals.is.kroll.com/iconix or by contacting the Tender and Information Agent via telephone at (646) 777-2609 (banks and brokers) or (833) 307-3523 (all others).
Other Information
None of Iconix or its affiliates, their respective boards of directors, the Co-Issuers, the trustee under the indenture governing the Class-A Notes, the Tender and Information Agent, or the Financial Advisor makes any recommendation as to whether Holders should tender, or refrain from tendering as to all or any portion of the principal amount of their Class A-2 Notes pursuant to the Tender Offer. Holders must make their own decisions as to whether to tender any of their Class A-2 Notes, and, if so, the principal amount of Class A-2 Notes to tender.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any of the Class A-2 Notes, nor is it a solicitation for acceptance of the Tender Offer. Iconix is making the Tender Offer only by, and pursuant to the terms of, the Offer to Purchase. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About Iconix International, Inc.
Iconix is a Delaware corporation and is the parent company of the Co-Issuers. Iconix is a brand management company and owner of a diversified portfolio of global consumer brands across the women’s, men’s, home, and international segments. Iconix’s business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions.
About Iconix Brand Holdings LLC, Icon DE Intermediate Holdings LLD, Icon DE Holdings LLC, and Icon NY Holdings LLC
Each of the Co-Issuers is a limited liability company organized under the laws of Delaware and is a limited-purpose, bankruptcy remote, wholly owned direct or indirect subsidiary of Iconix.
Forward-Looking Statements and Important Disclosure Notice
Except for historical information, certain matters contained in this press release or the Offer to Purchase are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “will,” “may,” “designed to,” “believe,” “should,” “anticipate,” “plan,” “expect,” “intend,” “estimate” and similar expressions identify forward-looking statements, which speak only as of the date they were made. Because these forward-looking statements are subject to risks and uncertainties, many of which are beyond Iconix’s control, actual results could differ materially from the expectations expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements include the risks identified under the sections captioned “Investment Considerations Regarding the Co-Issuers” and “Risk Factors Relating to the Tender Offer” in the Offer to Purchase. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. All forward-looking statements are based on information available to Iconix on the date of this press release, and we disclaim any obligation to revise or update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise, except as required by law.
Contact Information:
John T. McClain
Executive Vice President and Chief Financial Officer
[email protected]
(646) 777-2609 (banks and brokers) or (833) 307-3523 (all others)
SOURCE Iconix International Inc.
