8-K

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): December 23, 2016

Iconix Brand Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-10593	11-2481093
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	1450 Broadway, 3rd Floor, New York, NY
	(Address of Principal Executive Offices)
		10018
		(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 December 23, 2016, Iconix Brand Group, Inc. (the “Company”) and certain of the Company’s subsidiaries, Icon NY Holdings LLC (“Icon NY”), Iconix Latin America LLC (“Iconix Latin America”) and Sharper Image Holdings LLC (“Sharper Image Holdings”, together with Icon NY and Iconix Latin America, the “Sellers” and each a “Seller”), entered into an asset purchase agreement (the “Purchase Agreement”) with 360 Holdings II-A LLC (the “Purchaser”), a wholly-owned subsidiary of 360 Holdings I. The description of the Purchase Agreement set forth below in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01                      Completion of Acquisition or Disposition of Assets.

Pursuant to the terms of the Purchase Agreement, the Sellers have agreed to sell all of the trademarks and related intellectual property assets primarily related to the Sharper Image brand owned by the Sellers in the United States, Latin America, China, India and Israel (the “Controlled IP Assets”) to the Purchaser.  In addition, with respect to trademarks and related intellectual property assets related to the Sharper Image brand that are owned in other territories (the “JV Assets”), the rights to which are held by Iconix Australia LLC, ICO Brands L.P., Iconix MENA Ltd., Iconix SE Asia Ltd., and Iconix SE Asia Ltd. (collectively, the “International JVs”), the Company has agreed, subject to certain limitations set forth in the Purchase Agreement, to use its commercially reasonable efforts for up to 18 months to cause each International JV to permit the sale of such JV Assets to the Purchaser (together with the sale of the Controlled IP Assets, the “Transaction”).

The Purchaser has agreed to pay $100 million cash in full consideration for the Transaction, of which $98.25 million will be paid to the Sellers in respect of the Controlled IP Assets and $1.75 million will be paid to an escrow agent in respect of the JV Assets and held in escrow and distributed in accordance with the terms of the Purchase Agreement and an escrow agreement.

The Purchase Agreement contains representations, warranties and covenants of the Company, Sellers and Purchaser and indemnification rights of the Company, Sellers and Purchaser after the closing of the Transaction that are customary for transactions of this type.  The closing of the Transaction is subject to satisfaction of customary closing conditions, including expiration of the waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976.  The closing is expected to occur on December 30, 2016.

The foregoing description of the terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions of the Purchase Agreement, a copy of which the Company intends to file as an exhibit to its next periodic report filed under the Securities Exchange Act of 1934, as amended.

Item 7.01                      Regulation FD Disclosure.

On December 30, 2016, the Company issued a press release announcing execution of the Purchase Agreement in respect of the transaction described in Item 2.01, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
99.1	Press release of Iconix Brand Group, Inc., dated December 30, 2016.*

* Furnished herewith.

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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.

ICONIX BRAND GROUP, INC.
By:	/s/ Jason Schaefer
	Name:	Jason Schaefer
	Title:	Executive Vice President and General Counsel

Date: December 30, 2016

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Iconix Brand Group, Inc., dated December 30, 2016.*

*Furnished herewith.

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EX-99.1

Exhibit 99.1

Iconix Brand Group Announces Agreement to Divest Sharper Image Brand

NEW YORK, New York—December 30, 2016 - Iconix Brand Group, Inc. (Nasdaq: ICON) ("Iconix" or the "Company"), today announced that it has signed an agreement to sell the rights to the Sharper Image brand and related intellectual property assets to ThreeSixty Group, the brand’s largest licensee, for $100 million in cash.

John Haugh, Chief Executive Officer of Iconix, commented, “Sharper Image is a strong and widely recognized brand, however, consistent with the vision we outlined during our recent investor day, Sharper Image did not fit into our go-forward strategy.  After careful consideration, we determined that we could better leverage our resources and generate greater returns by focusing on other areas of the business.  This transaction generates a significant return on investment, and allows us to make progress on de-levering the balance sheet, which is a top priority.  Portfolio management will continue to be a key focus for the Company; Sharper Image is the second brand that Iconix has sold this year.”

The Company plans to use the net proceeds from this transaction plus additional cash to pay down approximately $115 million of debt, a portion of which will be used to pay down the Company’s Senior Secured Notes issued under the Company’s securitization facility and a portion of which will be used to pay down the Company’s Senior Secured Term Loan.

This transaction is expected to close on December 30, 2016. This transaction is not reflected in the Company’s current guidance; however, the Company expects to record a gain on this transaction.  For 2017, the Company expects the net impact of the sale of the Sharper Image brand and the repayment of debt to be neutral to earnings.

About Iconix Brand Group, Inc.

Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE'S (R), BONGO (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), UMBRO (R), LEE COOPER (R), ECKO UNLTD. (R), MARC ECKO (R), ARTFUL DODGER and STRAWBERRY SHORTCAKE (R). In addition, Iconix owns interests in the MATERIAL GIRL (R), PEANUTS (R), ED HARDY (R), TRUTH OR DARE (R),

MODERN AMUSEMENT (R), BUFFALO (R), NICK GRAHAM (R) and PONY (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.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include projections regarding the Company’s beliefs and expectations about future performance and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek” and similar terms or phrases. These statements are based on the Company’s beliefs and assumptions, which in turn are based on information available as of the date of this press release. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement and could harm the Company’s business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline significantly. Many of these factors are beyond the Company’s ability to control or predict. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements include, among others: the ability of the Company to successfully complete the sale of the Sharper Image brand, the ability of the Company’s licensees to maintain their license agreements or to produce and market products bearing the Company’s brand names, the Company’s ability to retain and negotiate favorable licenses, the Company’s ability to meet its outstanding debt obligations and the events and risks referenced in the sections titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent Quarterly Reports on Form 10-Q and in other documents filed or furnished with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements.

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Contact Information:

Jaime Sheinheit

Iconix Brand Group

jsheinheit@iconixbrand.com

212.730.0030