UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 34, 2021

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10593	11-2481903
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1450 Broadway, 3rd Floor, New York, New York		10018
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 730-0030

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	ICON	The NASDAQ Stock Market LLC (NASDAQ Global Market)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 8Note.~~01. Other Events.~~

This Current Report on Form 8-K (this “Report”) is being filed in connection with the completion, on August 4, 2021, of the previously announced merger (the “Merger”) of Iconix Merger Sub Inc., a Delaware corporation (“Purchaser”), with and into Iconix Brand Group, Inc., a Delaware corporation (the “Company”), ~~previously~~pursuant ~~announced~~to that itcertain ~~entered into an~~ Agreement and Plan of Merger, dated as of June 11, 2021 (the “Merger Agreement”), ~~with~~by ~~Iconix~~and ~~Acquisition~~among ~~LLC~~the ~~(“Parent”)~~Company, Purchaser, and Iconix ~~Merger~~Acquisition ~~Sub~~LLC, ~~Inc.~~a Delaware limited liability company (“~~Merger Sub~~Parent”), ~~which~~and ~~provides~~the ~~for~~related ~~among~~tender ~~other~~offer ~~things~~by Parent and ~~subject~~Purchaser to purchase all of the ~~terms~~issued and ~~conditions~~outstanding ~~therein,~~shares aof ~~merger~~common ofstock, ~~Merger~~par ~~Sub~~value ~~with~~$0.001 ~~and~~per ~~into~~share, of the Company ~~with~~(each, ~~the~~a ~~Company~~“Share”), ~~surviving~~pursuant asto athat ~~wholly‑owned~~certain ~~subsidiary~~Offer ofto ~~Parent~~Purchase, dated July 2, 2021 (as amended) (the “~~Merger~~Offer”).

InFollowing ~~connection with~~ the ~~Merger,~~previously ~~on August 3, 2021, the Company~~ announced ~~that~~consummation ~~it has caused to be delivered a notice~~ of ~~full~~the ~~conditional~~Offer, ~~redemption (~~the ~~“Notice”)~~remaining conditions to the ~~holders~~Merger ofwere ~~its~~satisfied, ~~outstanding~~and ~~5.75% convertible~~on ~~senior~~August ~~notes~~4, ~~due~~2021 ~~2023~~ (the “~~Notes~~Effective Date”) ~~under that certain Indenture~~, ~~dated~~in asaccordance ofwith ~~February 22, 2018, by and among~~ the Merger ~~Company,~~Agreement ~~the guarantors party thereto,~~ and ~~The~~Section ~~Bank~~251(h) of ~~New~~the ~~York~~Delaware ~~Mellon~~General ~~Trust~~Corporation ~~Company~~Law, ~~N.A., a national banking association,~~ as ~~trustee~~amended ~~and as collateral agent~~ (as the ~~same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the~~ “~~Indenture~~DGCL”)~~. The~~, ~~Notice~~Purchaser ~~supersedes~~merged with and ~~replaces~~into the Company’s, ~~previously announced~~with ~~notice~~the ofCompany ~~conditional~~surviving ~~redemption~~as ~~delivered~~a onwholly‑owned ~~July~~subsidiary ~~16,~~of ~~2021~~Parent.

~~The~~At ~~Notice~~the ~~calls~~effective ~~for~~time of the ~~redemption~~Merger of (the ~~aggregate~~“Effective ~~principal~~Time”), ~~amount~~each Share issued and outstanding as of immediately prior to the ~~Notes~~Effective onTime ~~August~~not 4,purchased ~~2021,~~pursuant ~~and~~to isthe ~~conditioned~~Offer on(other than Shares (i) held in the ~~consummation~~Company’s treasury or owned by any subsidiary of the ~~Merger.~~Company, ~~The~~Parent, ~~redemption~~the ~~price~~Purchaser ~~for~~or ~~the~~any ~~Notes~~other iswholly-owned ~~100%~~subsidiary of Parent as of immediately prior to the ~~principal~~commencement ~~amount~~of the Offer or (ii) held by any stockholder of ~~redeemed,~~the ~~which~~Company ~~amount~~who is ~~equal~~entitled to ~~$1,000~~demand ~~per~~and ~~$1,000~~has ~~principal~~properly ~~amount~~and validly demanded appraisal for such Shares in accordance with Section 262 of the DGCL (unless such stockholder fails to perfect, ~~plus~~withdraws, ~~accrued~~waives or loses the right to appraisal)) were cancelled and ~~unpaid~~converted ~~interest~~into the right to receive $3.15 in cash (the ~~redemption~~“Offer ~~date~~Price”), inwithout ~~accordance~~interest ~~with~~and ~~the~~subject ~~provisions~~to any withholding of ~~the~~taxes ~~Indenture~~required by applicable law.

~~The~~At ~~Company~~the ~~has~~Effective ~~also~~Time, ~~issued~~any aShares ~~press~~held ~~release~~in ~~announcing~~ the ~~delivery~~Company’s treasury or owned by any subsidiary of the ~~Notice~~Company, ~~under~~Parent, the ~~Indenture.~~Purchaser Aor ~~copy~~any other wholly-owned subsidiary of Parent as of immediately prior to the commencement of the Offer were ~~the~~cancelled ~~press~~and ~~release~~extinguished iswithout ~~attached~~any toconversion ~~this~~thereof ~~report~~or asconsideration, ~~Exhibit~~and 99each share of common stock, par value $0.1001 ~~and~~per isshare, ~~incorporated~~of the Purchaser was converted into ~~this~~one ~~report~~validly byissued, ~~reference~~fully paid and nonassessable share of common stock of the surviving corporation in the Merger.

~~Cautionary~~Pursuant ~~Note~~to ~~Regarding~~and ~~Forward-Looking~~in ~~Statements~~accordance with the Merger Agreement, effective as of the time Purchaser accepted for payment all Shares validly tendered pursuant to the Offer, (1) each Company Restricted Stock Unit (as defined in the Merger Agreement) that was then outstanding was automatically fully vested and was cancelled, and in exchange therefore, the holder of each such Company Restricted Stock Unit was entitled to receive (without interest) an amount in cash equal to the Offer Price, less applicable withholding taxes and (2) each Company Restricted Share (as defined in the Merger Agreement) that was then outstanding and unvested automatically and without any required action on the part of the holder thereof became fully vested and all such vested Company Restricted Shares, subject to certain conditions set forth in the Merger Agreement, were entitled to be treated identically to all other Shares with respect to the payment of the Offer Price.

~~This~~Purchaser ~~report~~paid ~~contains~~aggregate ~~forward-looking~~consideration ~~statements that involve risks and uncertainties, including statements regarding the Merger, including the expected timing~~ of ~~the~~approximately closing of the Merger. These forward-looking statements involve risks and uncertainties, many of which are outside management’s control. If any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include risks associated with: the risk that the conditions to the closing of the Merger are not satisfied; the risk that the merger agreement with respect to the Merger may be terminated in circumstances that require the Company to pay a termination fee of $145,~~824~~840,~~000~~019 and expense reimbursement of $10,000,000; the status or outcome of any litigation relating to the Merger; the failure to satisfy other conditions to completion of the Merger; the failure of Merger Sub to consummate the necessary financing arrangements; risks that the tender offer and related transactions disrupt current plans and operations and the potential difficulties in ~~employee~~cash ~~retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy~~ in ~~general, and other risks and uncertainties; uncertainties as to~~ the ~~timing~~Offer ~~of the consummation of the Merger~~ and the ~~ability of each party to consummate the~~ Merger;, ~~and~~without ~~the~~giving ~~risks~~effect ~~described in the filings that we make with the Securities and Exchange Commission (the “SEC”) from time~~ to ~~time,~~related ~~including~~transaction ~~the~~fees ~~risks described under the headings “Risk Factors”~~ and “Management Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, which was filed with the SEC on March 31, 2021, and which should be read in conjunction with our financial results and forward-looking statementsexpenses. ~~Our filings with the SEC are available on the SEC filings section of the Investor Relations page of our website at http://iconixbrand.com.~~

~~All~~The ~~forward-looking~~Merger ~~statements~~Agreement incontains ~~this~~customary ~~communication~~representations ~~are~~and ~~based~~warranties onby ~~information~~each ~~available~~of toParent, usPurchaser asand ofthe Company. These representations and warranties were made solely for the ~~date~~benefit of ~~this~~the parties ~~communication,~~to the Merger Agreement and we(1) domay not ~~assume~~be ~~any~~treated ~~obligation~~as categorical statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove inaccurate, ~~and~~(2) ~~expressly~~may ~~disclaim~~have been qualified in the Merger Agreement by ~~any~~disclosures ~~obligation~~that were made to, ~~update~~the other party in the ~~forward-looking~~confidential ~~statements~~disclosure ~~provided~~schedules to ~~reflect~~the ~~events~~Merger ~~that~~Agreement, ~~occur~~(3) ormay ~~circumstances~~apply contractual standards of “materiality” that ~~exist~~are ~~after~~different from “materiality” under applicable securities laws, (4) were made only as of the date onof ~~which~~the ~~they~~Merger ~~were~~Agreement ~~made,~~or ~~except~~such other date as ~~required~~may bybe ~~law~~specified in the Merger Agreement and (5) have been included in the Merger Agreement for the purpose of allocating risk between contracting parties rather than establishing matters as fact. ~~You~~Accordingly, ~~should~~the Merger Agreement is incorporated into this Report only to provide investors with information regarding the terms of the Merger Agreement, and not ~~place~~to ~~undue~~provide ~~reliance~~investors with any other factual information regarding the Company, its subsidiaries or other affiliates or their respective businesses. Investors are not third-party beneficiaries to the representations and warranties of the Company under the Merger Agreement and should not rely on such representations and warranties or any descriptions thereof as characterizations of the actual state of facts or ~~forward-looking~~condition ~~statements~~of the Company or any of its subsidiaries or other affiliates at the time they were made or otherwise. Moreover, ~~which~~information ~~speak~~concerning ~~only~~the assubject matter of such representations and warranties may change after the date ~~hereof.~~of Inthe ~~particular~~Merger Agreement, ~~there~~which ~~can~~subsequent information may or may not be nofully ~~assurance~~reflected ~~that~~in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be ~~completed~~contained asin, ~~contemplated~~or incorporated by reference into, the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that the Company files with or atfurnishes ~~all~~to the U.S. Securities and Exchange Commission (the “SEC”).

Item 1.02.

Termination of a Material Definitive Agreement.

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.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

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.

Item 2.04.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

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.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

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.

Item 3.03.

Material Modification to Rights of Security Holders.

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.

Item 5.01.

Changes in Control of Registrant.

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.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

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).

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1 Press release of Iconix Brand Group, Inc., dated August 3, 2021.

3.1	Amended and Restated Certificate of Incorporation of Iconix Brand Group, Inc.

3.2	Amended and Restated By-Laws of Iconix Brand Group, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 3, 2021	ICONIX BRAND GROUP, INC.
Date: August 4, 2021	ICONIX BRAND GROUP, INC.
	By:	/s/ John McClain
		Name: John McClain
		Name:	John McClain
		Title: Chief Financial Officer
		Title:	Chief Financial Officer

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