NEW YORK, July 1, 2014 /PRNewswire/ -- Iconix Brand Group Inc. (NASDAQ: ICON) ("Iconix" or the "Company") today announced that it has notified holders of each of its 2.50% Convertible Senior Subordinated Notes due 2016 (the "2016 Notes") and 1.50% Convertible Senior Subordinated Notes due 2018 (the "2018 Notes" and, together with the 2016 Notes, the "Notes") that such holders are eligible to convert the Notes, subject to the terms of (i) in the case of the 2016 Notes, the Indenture, by and among the Company and The Bank of New York Mellon Trust Company N.A., as Trustee ("BNY Mellon"), dated as of May 23, 2011 (the "2016 Notes Indenture") and (ii) in the case of the 2018 Notes, the Indenture, by and among the Company and BNY Mellon, dated as of March 18, 2013 (the "2018 Notes Indenture" and, together with the 2016 Notes Indenture, the "Indentures").
The conversion rights have been triggered as a result of the closing price per share of the Company's common stock, par value $0.001 per share ("Common Stock"), exceeding $39.98 which is 130% of the conversion price for the 2016 Notes, and $40.12 which is 130% of the conversion price for the 2018 Notes, in each case for at least 20 trading days during the 30 consecutive trading day period ending on June 30, 2014. As a result of the triggering of such conversion rights, the Notes are convertible until September 30, 2014.
Based on the current market value of the Notes, the Company does not anticipate a material portion of the Notes to be converted. Further, the Company has hedges for both Notes, which effectively increase the conversion price to Iconix to $40.62 in the case of the 2016 Notes, and $35.52 in the case of the 2018 Notes.
Holders of the Notes who have questions relating to the conversion of the Notes or who wish to exercise their conversion right should contact BNY Mellon, the conversion agent for the Notes, at the following address and telephone number:
The Bank of New York Mellon Trust Company, N.A.
Attn: Christopher Landers
111 Sanders Creek Parkway
East Syracuse, NY, 13057
Telephone: (315) 414-3362
Fax: (732) 667-9408
A complete explanation of the conversion rights of holders of the Notes, as well as the procedures required to convert Notes, is set forth in the Indentures. Holders are urged to review the conversion provisions contained in the Notes and the Indentures, which are filed as Exhibits 4.1 and 4.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (i) in the case of the 2016 Notes, on May 23, 2011, and (ii) in the case of the 2018 Notes, on March 18, 2013, and are available on the SEC's website at http://www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any Notes or Common Stock, nor may there be any sale of Notes or Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Iconix Brand Group, Inc.
Iconix Brand Group, Inc. owns, licenses and markets a growing portfolio of consumer brands including: CANDIE'S (R), BONGO (R), BADGLEY MISCHKA (R), JOE BOXER (R), RAMPAGE (R), MUDD (R), MOSSIMO (R), LONDON FOG (R), OCEAN PACIFIC (R), DANSKIN (R), ROCAWEAR (R), CANNON (R), ROYAL VELVET (R), FIELDCREST (R), CHARISMA (R), STARTER (R), WAVERLY (R), ZOO YORK (R), ED HARDY (R), SHARPER IMAGE (R), UMBRO (R), LEE COOPER (R), ECKO UNLTD. (R), and MARC ECKO (R). In addition, Iconix owns interests in the ARTFUL DODGER (R), MATERIAL GIRL (R), PEANUTS (R), TRUTH OR DARE (R), BILLIONAIRE BOYS CLUB (R), ICE CREAM (R), MODERN AMUSEMENT (R), and BUFFALO (R) brands. The Company licenses its brands to a network of leading retailers and manufacturers that touch every major segment of retail distribution from the luxury market to the mass market in both the U.S. and worldwide. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and equity.
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 the Company, which may cause the actual results, performance or achievements of the Company 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 the Company'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 the Company'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 the Company 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 the Company's SEC filings. The words "believe", "anticipate", "estimate", "expect", "confident", "continue", "will", "plan", "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. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Iconix Brand Group
SOURCE Iconix Brand Group, Inc.