ICONIX ANNOUNCES THE EXPIRATION AND RESULTS OF ITS CASH TENDER OFFER FOR ITS CLASS A-2 NOTES

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 24, 2023 /PRNewswire/ -- Iconix International Inc., formerly known as Iconix Brand Group, Inc. ("Iconix"), today announced that 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 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, expired at 5:00 p.m., New York City time, on April 21, 2023 (the "Expiration Time"). As of the Expiration Time, 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into account partial repayments of the Class A-2 Notes) of the Class A-2 Notes were validly tendered and not validly withdrawn. The settlement date for the Tender Offer will be April 24, 2023 (the "Settlement Date"). Capitalized terms not defined herein shall have the meaning assigned to them in the Offer to Purchase dated March 2, 2023 (the "Offer to Purchase").

The consideration (the "Class A-2 Notes Consideration") offered per $1,000 original principal amount of Class A-2 Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be $250.00 per $1,000.00 original principal amount of Class A-2 Notes multiplied by the applicable Class A-2 Notes Scaling Factor. The applicable Class A-2 Notes Scaling Factor for each series of Class A-2 Notes is calculated to reflect the partial repayments of the original principal amounts under the Class A-2 Notes. In addition to the Class A-2 Notes Consideration, all holders that validly tendered their Class A-2 Notes at or prior to the expiration of the Tender Offer and did not validly withdraw their Class A-2 Notes will also receive accrued interest from the January 25, 2023 interest payment date up to, but not including, the Settlement Date.

The Tender Offer was made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase.  

Ducera Securities LLC acted as financial advisor and D.F. King & Co., Inc. acted as tender and information agent for the Tender Offer. 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.

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 LLC, 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.

Contact Information:
John T. McClain
Executive Vice President and Chief Financial Officer
[email protected]

SOURCE Iconix International Inc.