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, April 14, 2023 /PRNewswire/ — Iconix International Inc., formerly known as Iconix Brand Group, Inc. (“Iconix”), today announced that it has extended the offering period of its previously announced cash tender offer (the “Tender Offer”) for no less than a minimum aggregate principal amount of $10 million (the “Minimum Amount”), and 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”), which was previously set to expire at 5:00 p.m., New York City time, on April 13, 2023 (the “Original Expiration Date”), to 5:00 p.m., New York City Time, on April 21, 2023 (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 March 2, 2023 (the “Offer to Purchase”).
D.F King & Co., Inc. (“DF King”), the tender and information agent (the “Tender and Information Agent”) for the Tender Offer, has advised Iconix that as of the Original Expiration Date for the Tender Offer, approximately $31,191,000 original principal amount (not taking into account partial repayments of the Class A-2 Notes) of the Class A-2 Notes have been validly tendered and not validly withdrawn. The deadline for Holders to withdraw validly tendered Class A-2 Notes was 5:00 p.m., New York City time on March 30, 2023. Validly tendered Class A-2 Notes during the extension period may not be withdrawn. Shareholders 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 expiration date of the Tender Offer. 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.
In connection with the Tender Offer, Iconix has retained Ducera Securities LLC as its financial advisor (the “Financial Advisor”) in connection with the Tender Offer. Copies of the Offer to Purchase are available via the Tender Offer website at www.dfking.com/iconix or by contacting DF King in New York via email at [email protected] or via telephone at (212) 269-5550 (banks and brokers) or (877) 478-5045 (all others). Questions regarding the terms of the Tender offer should be directed to DF King at the phone numbers set forth above.
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 Consideration Regarding the Co-Issuers” and “Risks 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.
John T. McClain
Executive Vice President and Chief Financial Officer
SOURCE Iconix International Inc.
Originally published at https://www.prnewswire.com/news-releases/iconix-announces-extension-of-its-cash-tender-offer-for-its-class-a-2-notes-301797340.html
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