Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of The
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): September
6, 2007
ICONIX
BRAND GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-10593
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11-2481093
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(State
or Other
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(Commission
|
(IRS
Employer
|
|
Jurisdiction
of
|
File
Number)
|
Identification
No.)
|
|
Incorporation)
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|
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1450
Broadway, New York, New York
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10018
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code (212)
730-0030
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
September 6, 2007, Iconix Brand Group, Inc., a Delaware corporation (the
“Registrant”), entered into a purchase and sale agreement (the “Purchase
Agreement”) with Official
Pillowtex LLC, a Delaware limited liability company (the “Company”),
and the Company’s members;
Jubilee
Limited Partnership, an Ohio limited partnership, Gordon Brothers Retail
Partners, LLC, a Delaware limited liability company, Tiger PTX IP, LLC, a
Delaware limited liability company, BFG PTX Group, LLC, a Delaware limited
liability company, CCA Towels, LLC, a New York limited liability company, Franco
44 PT, LLC, a New York limited liability company, High Street Holdings, LLC,
a
Delaware limited liability company, Solwerd Enterprises, LLC, a Delaware limited
liability company, and Mazel D & K, LLC, an Ohio limited liability company
(collectively,
the “Sellers”).
The
Company is the owner of a portfolio of home brands including four primary
brands, Cannon, Royal Velvet, Fieldcrest and Charisma and numerous others home
brands including St. Mary's and Santa Cruz.
Upon
the
closing of the transactions contemplated by the Purchase Agreement (the “Closing
Date”), the Registrant will acquire all of the issued and outstanding limited
liability company interests (the “Company Interests”) of the Company from the
Sellers. The Purchase Agreement provides for a initial purchase price for the
Company Interests of $231,000,000 in cash (the “Initial Purchase Price”) with
contingent payments of up to an additional $15,000,000 in cash, based upon
the
brands surpassing specific revenue targets.
The
Purchase Agreement contains customary representations, warranties and covenants,
and
the
transactions contemplated by the Purchase Agreement are subject to customary
closing conditions including expiration or early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. The Registrant and the Sellers have each agreed to indemnify the other
for damages arising from the breach of its representations, warranties,
covenants or obligations in the Purchase Agreement.
In
accordance with the Purchase Agreement, the Registrant, the Company and the
Sellers also entered into an escrow agreement on September 6, 2007 (the “Escrow
Agreement”), pursuant to which the Registrant deposited with U.S. Bank National
Association, as escrow agent, a portion of the Initial Purchase Price equal
to
$24,000,000 (the “Deposit”). Pursuant to the terms and conditions of the Escrow
Agreement, $15,000,000 of the Deposit is being held in escrow to secure the
Sellers’ rights to certain liquidated damages payments which would become due
for material breaches by the Registrant that would prevent the Registrant from
consummating the transactions contemplated by the Purchase Agreement. If the
transactions contemplated by the Purchase Agreement are consummated, such
$15,000,000 will be released to the Sellers on the Closing Date as part of
the
Initial Purchase Price. The remaining $9,000,000 of the Deposit will be held
in
escrow for a period of twelve (12) months after the Closing Date in order to
secure the Sellers’ indemnification obligations to the Registrant for breaches
of the Sellers’ representations, warranties, covenants and obligations made
under the Purchase Agreement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ICONIX
BRAND GROUP, INC. |
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| Date: September
12, 2007 |
By: |
/s/ Neil
Cole |
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Neil
Cole |
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Title President
and Chief Executive Officer |