NEW YORK, June 15 /PRNewswire-FirstCall/ -- Iconix Brand Group, Inc.
(Nasdaq: ICON) today announced the pricing of its offering of $250 million
aggregate principal amount of Convertible Senior Subordinated Notes due 2012
(the "Notes") in an offering pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), through the initial purchasers of the
Iconix also granted the initial purchasers of the Notes an option to
purchase up to an additional $37.5 million aggregate principal amount of Notes
solely to cover over-allotments, if any. The issuance of the Notes is
expected to close on June 20, 2007.
If certain conditions are met, the Notes will be convertible into cash up
to the principal amount of the Notes and, with respect to any excess
conversion value, into cash, shares of Iconix common stock or a combination of
cash and common stock, at Iconix' option.
The Notes will pay interest semiannually at a rate of 1.875% per annum.
The Notes will be convertible at an initial conversion rate of 36.2845 shares
of common stock per $1,000 principal amount of Notes, which is equal to an
initial conversion price of approximately $27.56 per share. This represents a
30% conversion premium based on the last reported sale price of $21.20 per
share on the NASDAQ Global Select Market on June 14, 2007.
Iconix estimates that the net proceeds from the offering of Notes will be
approximately $243.4 million after deducting the initial purchasers' discount
and estimated offering expenses (approximately $280.0 million if the initial
purchasers exercise in full the over-allotment option).
Iconix intends to use a portion of the net offering proceeds to fund
convertible note hedge transactions to be entered into with affiliates of the
initial purchasers, which transactions are intended to offset Iconix' exposure
to potential dilution upon conversion of the Notes. Iconix will also enter
into separate warrant transactions with affiliates of the initial purchasers
that, together with the convertible note hedge transactions, will have the
effect of increasing the effective conversion price to Iconix to approximately
$42.40, which represents a 100% conversion premium.
Iconix plans to use the remaining net proceeds from the note offering to
invest in or acquire new brands through mergers, stock or asset purchases
and/or other strategic relationships, although it has no present commitments
or agreements with respect to any such investment or acquisition, and for
general corporate purposes.
In connection with the convertible note hedge and warrant transactions,
the hedge counterparties have advised Iconix that they or their affiliates
intend to enter into various derivative transactions with respect to the
common stock of Iconix, and may purchase our common stock, concurrently with
or shortly following pricing of the Notes. These activities could have the
effect of increasing or preventing a decline in the price of the common stock
of Iconix concurrently or following the pricing of the Notes. In addition, the
hedge counterparties or their affiliates may from time to time, following the
pricing of the Notes, enter into or unwind various derivative transactions
with respect to the common stock of Iconix and/or purchase or sell common
stock of Iconix in secondary market transactions. These activities could have
the effect of decreasing the price of the common stock of Iconix and could
affect the price of the Notes. The convertible note hedge transactions are
intended to reduce potential dilution to Iconix' common stock upon potential
future conversion of the Notes.
This notice does not constitute an offer to sell or the solicitation of an
offer to buy securities. Any offers of the securities will be made only by
means of an offering memorandum. Iconix' issuance of the Notes and the shares
of Iconix common stock issuable upon conversion of the Notes have not been,
and will not be, registered under the Securities Act or the securities laws of
any other jurisdiction. Such securities may not be offered or sold in the
United States absent registration or an applicable exemption from registration
Certain statements and information included in this release constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors 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 in such forward-looking statements. Important factors
that could cause actual results to differ materially from the results
expressed or implied in such forward looking statements include the risk that
the notes offering is not timely consummated or is not consummated at all.
Additional discussion of factors that could cause actual results to differ
materially from management's projections, estimates and expectations is
contained in Iconix' Annual Report on Form 10-K for the fiscal year ended
December 31, 2006 and the other documents Iconix files with the SEC from time
to time. Iconix undertakes no duty to update its forward-looking statements.
Chief Financial Officer
Iconix Brand Group, Inc.
SOURCE Iconix Brand Group, Inc.
/CONTACT: Warren Clamen, Chief Financial Officer of Iconix Brand Group,
Inc., +1-212-730-0030 /
/Web site: http://iconixbrand.com//
CO: Iconix Brand Group, Inc.
ST: New York
IN: REA FAS
-- NYF031 --
5077 06/15/2007 07:30 EDT http://www.prnewswire.com