Iconix Brand Group, Inc. Announces Proposed Private Offering of $325 Million of Convertible Senior Subordinated Notes and

 Iconix Brand Group, Inc. Announces Proposed Private Offering of $325 Million
 of Convertible Senior Subordinated Notes and Repurchase of up to $75 Million
                               of Common Stock

PR Newswire

NEW YORK, March 11, 2013

NEW YORK, March 11, 2013 /PRNewswire/ --Iconix Brand Group, Inc. (NASDAQ:
ICON) ("Iconix") announced today that it intends to offer, subject to market
and other conditions, $325 million aggregate principal amount of Convertible
Senior Subordinated Notes due 2018 (the "notes") in a private offering. The
notes will be offered only to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").
Iconix also expects to grant to the initial purchaser of the notes a 30-day
option to purchase up to an additional $50 million aggregate principal amount
of notes, solely to cover over-allotments, if any.

Iconix expects to use the net proceeds from the offering of the notes (i) to
fund the repurchase of up to $75 million of its common stock in privately
negotiated transactions through the initial purchaser conducted
contemporaneously with the pricing of the notes, (ii) to fund the net cost of
a convertible note hedge transaction and a warrant transaction with a hedge
counterparty, as described below, and (iii) for general corporate purposes,
which may include investing in or acquiring new brands through opportunistic
transactions and strategic relationships and additional share repurchases.
Since January 1, 2013, Iconix has repurchased approximately 2.6 million shares
of its common stock for an aggregate purchase price of approximately $62.0
million.

The notes will mature on March 15, 2018. Prior to December 15, 2017, the
notes will be convertible only upon the occurrence of certain events and
during certain periods, and thereafter, at any time until the business day
preceding the maturity date of the notes. Upon any conversion, Iconix's
conversion obligation will be settled in cash up to the principal amount and,
to the extent of any excess over the principal amount, in shares of Iconix
common stock, or, if Iconix so elects, cash. The interest rate on, and the
conversion rate of, the notes will be determined by negotiations between
Iconix and the initial purchaser of the notes.

In connection with the offering of the notes, Iconix expects to enter into a
privately negotiated convertible note hedge transaction with an affiliate of
the initial purchaser of the notes (the "hedge counterparty"). The convertible
note hedge transaction is expected to cover, subject to customary
anti-dilution adjustments, the number of shares of Iconix common stock that
will initially underlie the notes. Iconix also expects to enter into a
separate privately negotiated warrant transaction with the hedge counterparty
relating to the same number of shares of Iconix common stock. In addition, if
the initial purchaser exercises its over-allotment option to purchase
additional notes, Iconix expects to sell additional warrants and to use a
portion of the proceeds from the sale of the additional notes and from the
sale of the corresponding additional warrants to enter into an additional
convertible note hedge transaction. The convertible note hedge transaction is
expected to reduce the potential dilution with respect to Iconix common stock
upon conversion of the notes. However, the warrant transaction will have a
dilutive effect with respect to Iconix common stock to the extent that the
market price per share of Iconix common stock exceeds the applicable strike
price of the warrants on any expiration date of the warrants.

In connection with establishing its initial hedge of the convertible note
hedge transaction and warrant transaction and concurrently with, or shortly
after, the pricing of the notes, the hedge counterparty or its affiliate
expects to purchase Iconix common stock in open market transactions and/or
privately negotiated transactions and/or enter into various cash-settled
derivative transactions with respect to Iconix common stock. In addition, the
hedge counterparty or its affiliate may modify its hedge position by entering
into or unwinding various derivative transactions with respect to Iconix
common stock and/or by purchasing or selling Iconix common stock in open
market transactions and/or privately negotiated transactions following the
pricing of the notes from time to time (and are likely to do so during any
conversion period related to a conversion of notes). Any of these hedging
activities could also increase, decrease or prevent a decline in, the market
price of Iconix common stock.

The notes and the shares of Iconix common stock issuable upon conversion
thereof, if any, have not been registered under the Securities Act or
applicable state securities laws and may not be offered or sold in the United
States except pursuant to an exemption from the registration requirements of
the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995

The statements that are not historical facts contained in this press release
are forward-looking statements that involve a number of known and unknown
risks, uncertainties and other factors, all of which are difficult or
impossible to predict and many of which are beyond the control of Iconix,
which may cause the actual results, performance or achievements of Iconix to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
but are not limited to, uncertainty regarding the results of Iconix's
acquisition of additional licenses, continued market acceptance of current
products and the ability to successfully develop and market new products
particularly in light of rapidly changing fashion trends, the impact of supply
and manufacturing constraints or difficulties relating to Iconix's licensees'
dependence on foreign manufacturers and suppliers, uncertainties relating to
customer plans and commitments, the ability of licensees to successfully
market and sell branded products, competition, uncertainties relating to
economic conditions in the markets in which Iconix operates, the ability to
hire and retain key personnel, the ability to obtain capital if required, the
risks of litigation and regulatory proceedings, the risks of uncertainty of
trademark protection, the uncertainty of marketing and licensing acquired
trademarks and other risks detailed in Iconix's SEC filings. The words
"believe", "anticipate", "estimate", "expect", "confident", "continue",
"will", "project", "provide", "guidance" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date the
statement was made.

Contact Information:
 Jaime Sheinheit
 Investor Relations
 Iconix Brand Group
 212.730.0030

SOURCE Iconix Brand Group, Inc.
 
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