Item 1.01 Entry into a Material Definitive Agreement.






Merger Agreement

On June 11, 2021, Iconix Brand Group, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Iconix Acquisition LLC, a Delaware limited liability company ("Parent"), and Iconix Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser").

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser agreed to commence a tender offer (such offer, as amended from time to time as permitted by the Merger Agreement, the "Offer") to purchase all of the outstanding shares of common stock, par value $0.001 per share (the "Company Common Stock"), of the Company (collectively, the "Shares") (other than Shares held in the Company's treasury or owned by any subsidiary of the Company, Parent, the Purchaser or any other wholly-owned subsidiary of Parent, in each case, as of immediately prior to the commencement of the Offer) at a price per Share of $3.15, net to the holder of such Share, in cash, without interest and subject to any applicable tax withholding (the "Offer Price").

Promptly following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, Purchaser will then be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law (the "DGCL"), which would not require a vote of the Company's stockholders in order to consummate the Merger. At the effective time of the Merger (the "Effective Time"), each Share (except as provided in the Merger Agreement) will be cancelled and converted into the right to receive the Offer Price.

The Merger Agreement further provides for the acceleration of vesting and cash-out at the Offer Price of (i) all restricted stock units with respect to shares of Company Common Stock outstanding as of the time immediately prior to Purchaser's acceptance of Shares tendered in the Offer, and (ii) all shares of restricted Company Common Stock outstanding as of the time immediately prior to Purchaser's acceptance of Shares tendered in the Offer.

Under the terms of the Merger Agreement, Purchaser's obligation to accept and pay for Shares that are tendered in the Offer is subject to the satisfaction or waiver of certain conditions, including: (1) that prior to the expiration of the Offer there have been validly tendered and not properly withdrawn a number of Shares that, together with Shares then-owned, directly or indirectly, by Parent, Purchaser or any of their respective subsidiaries, would constitute at least a majority of the total number of then issued and outstanding Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been "received" as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures) (the "Minimum Condition") (provided, that with respect to any Shares that are deemed beneficially owned as a result of Parent's, the Purchaser's or any of their respective subsidiaries' ownership of the Company's 5.75% Convertible Notes due 2023 (the "Convertible Notes"), such Shares shall only be counted toward the Minimum Condition if such Convertible Notes have been validly and effectively converted into Shares); (2) the accuracy of the Company's representations and warranties in the Merger Agreement, subject to specific materiality qualifications and thresholds; (3) compliance by the Company with its covenants in the Merger Agreement in all material respects; (4) the absence of legal restraints or orders prohibiting the consummation of the transactions contemplated by the Merger Agreement; (5) the expiration or termination of the waiting period under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (if required); (6) the absence of a termination of the Merger Agreement in accordance with its terms; and (7) the non-occurrence of a Company Material Adverse Effect (as defined in the Merger Agreement) that is continuing.

The Board of Directors of the Company approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to, and advisable and in the best interests of the Company and its stockholders, and the Company intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (the "SEC") recommending that holders of Company Common Stock tender their Shares into the Offer.

The Merger Agreement provides that the Company, on the one hand, or Parent and Purchaser, on the other hand, may specifically enforce the obligations of the other party under the Merger Agreement, subject to the terms of the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated into this report by reference.

The Merger Agreement contains customary representations and warranties by each of Parent, Purchaser and the Company. These representations and warranties were made solely for the benefit of the parties to the Merger Agreement and (1) may not be treated as categorical statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove inaccurate, (2) may have been qualified in the Merger Agreement by disclosures that were made to the other party in the confidential disclosure schedules to the Merger Agreement, (3) may apply contractual standards of "materiality" that are different from "materiality" under applicable securities laws, (4) were made only as of the date of the Merger Agreement or such other date as may be 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. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide 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 condition of the Company or any of its subsidiaries or other affiliates at the time they were made or otherwise. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected 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 contained in, 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 furnishes to the SEC.

The Company has made customary covenants in the Merger Agreement, including, without limitation, covenants to conduct its business in all material respects in the ordinary course consistent with past practice, including not taking certain specified actions, prior to the consummation of the Merger. Parent and Purchaser also have made customary covenants in the Merger Agreement.

The Company has also agreed not to solicit or initiate discussions with third parties regarding other acquisition proposals regarding the Company and has agreed to certain restrictions on its ability to respond to such proposals, provided that the Company may enter into discussions concerning, or provide confidential information to persons making, certain unsolicited proposals if the Company's Board of Directors determines that it would be inconsistent with its fiduciary duties not to do so. The Merger Agreement contains certain termination rights for the Company and Parent, including the right of the Company, in certain circumstances, to terminate the Merger Agreement and accept a Superior Proposal, as that term is defined in the Merger Agreement. The Company will be required to pay Parent a termination fee equal to $1,824,000 and expense reimbursement of $10,000,000 if, among other reasons, the Merger Agreement is terminated (i) by the Company to enter into an acquisition agreement that constitutes a Superior Proposal or (ii) by Parent because the Board of Directors of the Company adversely changes its recommendation to stockholders to accept the Offer and tender their Shares to Purchaser in the Offer. If the Company terminates the Merger Agreement under certain circumstances, Parent will be required to pay the Company a reverse termination fee equal to $11,824,000.

Parent and Purchaser have obtained an equity commitment from Lancer Capital, LLC and a debt financing commitment provided by Silver Point Capital, which Parent and Purchaser have represented to us are sufficient for Purchaser to pay (and Parent to cause Purchaser to pay) the aggregate consideration in respect of the . . .




Item 8.01. Other Events.

On June 11, 2021, the Company issued a press release announcing the entry into the Merger Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this report by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits


  2.1      Agreement and Plan of Merger, dated as of June 11, 2021, by and among
         Iconix Brand Group, Inc., Iconix Acquisition LLC and Iconix Merger Sub
         Inc.
  99.1     Press release of Iconix Brand Group, Inc., dated June 11, 2021.

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