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, July 2, 2024 /PRNewswire/ — Iconix International Inc. (“Iconix”) today announced that it has extended the offering period (the “Extension”) of its previously announced cash tender offer (the “Tender Offer”) for up to a maximum aggregate principal amount of $75 million 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”), which was previously set to expire at 5:00 p.m., New York City time, on July 2, 2024 (the “Original Expiration Time”), to 5:00 p.m., New York City Time, on July 30, 2024 (the “Expiration Time”). The Tender Offer is otherwise 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”).
Kroll Restructuring Administration LLC d/b/a Kroll Issuer Services (US) (“Kroll”), the tender and information agent (the “Tender and Information Agent”) for the Tender Offer, has advised Iconix that as of the Original Expiration Time for the Tender Offer, no Class A-2 Notes have been validly tendered and not validly withdrawn. Holders who have already tendered their Class A-2 Notes do not have to re-tender their Class A-2 Notes or take any other action as a result of the extension of the Original Expiration Time. Class A-2 Notes tendered in the Tender Offer and accepted for purchase by Iconix pursuant to the Tender Offer will remain outstanding after the Expiration Time and will not be contributed to the Co-Issuers for redemption. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer.
Prior to the Extension, in addition to the considered offered for the Class A-2 Notes, all Holders of Class A-2 Notes accepted for purchase would have also received 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 was anticipated to be July 5, 2024. In connection with the Extension, the new date on which Iconix expects to accept for purchase all of the Class A-2 Notes validly tendered, subject to the satisfaction or waiver of the conditions of the Tender Offer, and make payment for such Class A-2 Notes, is July 31, 2024 (the “New Settlement Date”). All Holders of Class A-2 Notes accepted for purchase will receive accrued and unpaid interest from the July 25, 2024 interest payment date up to, but not including, the New Settlement Date. For the avoidance of doubt, interest will cease to accrue to the Holders of Class A-2 Notes on the New Settlement Date for all Class A-2 Notes accepted in the Offer.
As a result of the Extension, Class A-2 Notes validly tendered prior to the Expiration Time may be withdrawn at any time prior to 5:00 p.m., New York City Time, on July 30, 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”). 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 Iconix disclaims 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
jmmcclain@iconixbrand.com
(646) 777-2609 (banks and brokers) or (833) 307-3523 (all others)
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SOURCE Iconix International Inc.
