Iconix Brand Group Inc.
08/04/2021 | Press release | Distributed by Public on 08/04/2021 15:54
Material Event (Form 8-K)
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Termination of a Material Definitive Agreement.
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The information set forth in the Introductory Note of this Report and Item 2.04 of this Report is incorporated by reference into this Item 1.02.
On the Effective Date, the Company repaid all outstanding indebtedness and terminated the commitment under its Credit Agreement, dated as of March 7, 2016, among the Company, IBG Borrower LLC, as the borrower, certain of IBG Borrower LLC's wholly-owned subsidiaries, as guarantors, Cortland Capital Market Services LLC, as administrative agent and collateral agent, and the lenders party thereto from time to time (as amended, the 'Credit Agreement'). The aggregate payoff amount was approximately $78,942,968 and included all accrued interest associated therewith.
Furthermore, on the Effective Date, upon the completion of the Merger, the Company assumed Purchaser's obligations under a Term Loan Credit Agreement, dated as of the Effective Date, by and among Parent, Purchaser, the lenders party thereto and Silver Point Capital, L.P., as administrative agent, which provides for a four year senior secured term loan facility in an aggregate principal amount of $160 million (the 'Term Facility'). The term 'Borrower' shall refer to the Company, as the surviving corporation in the Merger.
Loans under the Term Facility bear interest, at the Borrower's option, at a rate equal to the adjusted LIBOR rate or the prime rate, in each case plus a spread. All obligations of the Borrower under the Term Facility are guaranteed by Parent and of the existing and future direct and indirect, material wholly owned domestic subsidiaries of the Borrower and, following the consummation of post-closing joinders, certain wholly owned subsidiaries organized in the Grand Duchy of Luxembourg and England and Wales (in each case, subject to customary exceptions) (collectively, the 'Subsidiary Guarantors') on a senior secured basis.
The obligations under the Term Facility are secured, subject to permitted liens and other agreed upon exceptions, on a first priority basis by a perfected security interest in (i) substantially all of the material owned assets of the Borrower and each Subsidiary Guarantor (subject to customary exceptions) and (ii) all of the equity interests of the Borrower directly held by Parent, in each case, whether owned on the Closing or thereafter acquired.
The Term Facility contain customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, investments, sales of assets, mergers and acquisitions, transactions with affiliates, liens, dividends and other distributions and a financial maintenance covenant. The Term Facility also includes customary events of defaults, including a change of control.
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Completion of Acquisition or Disposition of Assets.
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The information set forth in the Introductory Note of this Report and Items 3.03 and 5.01 of this Report is incorporated by reference into this Item 2.01.
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
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Pursuant to the conditional notice of redemption issued by the Company on August 3, 2021, on the Effective Date, the Company redeemed in full its outstanding 5.75% Convertible Senior Subordinated Secured Second Lien Notes due 2023 (the 'Notes') in the initial aggregate principal amount of $125 million, which are governed by that certain Indenture, dated February 22, 2018 (as amended, the 'Indenture'), 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. Upon the redemption by the Company of the Notes, the Indenture was discharged and ceased to be of further effect except as to rights that survive the termination thereunder.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The information set forth in the Introductory Note of this Report and Item 2.01 of this Report is incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger, the Company notified the NASDAQ Stock Market LLC ('Nasdaq') on the Effective Date of the Effective Time. As part of such notice, the Company requested that Nasdaq halt trading of the Shares.
On the Effective Date, Nasdaq filed with the SEC a Form 25 under the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), to deregister the Shares under Section 12(b) of the Exchange Act. The Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Shares and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.
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Material Modification to Rights of Security Holders.
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The information set forth in the Introductory Note of this Report and Items 2.01, 2.04, 3.01 and 5.01 of this Report is incorporated by reference into this Item 3.03.
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Changes in Control of Registrant.
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The information set forth in the Introductory Note of this Report is incorporated by reference into this Item 5.01.
As a result of the effectiveness of the Merger on August 4, 2021, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
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As of the Effective Time and pursuant to the terms of the Merger Agreement, each of Robert C. Galvin, Justin Barnes, Peter Cuneo, Drew Cohen and James Marcum ceased to be a director of the Company, which cessation was not because of any disagreements with the Company relating to the Company's operations, policies or practices.
In connection with the consummation of the Merger, at the Effective Time, Avram Glazer became the sole director of the Company. Information about Mr. Glazer is contained in the Offer to Purchase, dated July 2, 2021 (as amended).
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As of the Effective Time, pursuant to the Merger Agreement, (i) the certificate of incorporation of the Company was amended and restated in its entirety and (ii) the by-laws of the Company were amended and restated in their entirety.
Copies of the Company's amended and restated certificate of incorporation and by-laws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report and are incorporated into this Report by reference.
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Financial Statements and Exhibits.
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Exhibits
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Amended and Restated Certificate of Incorporation of Iconix Brand Group, Inc.
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Amended and Restated By-Laws of Iconix Brand Group, Inc.
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