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validly withdrawn.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.