☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Subject Company Information. |
Identity and Background of Filing Person. |
Past Contacts, Transactions, Negotiations and Agreements. |
Name of Executive Officer or Director | | | Number of Shares Beneficially Owned (#) | | | Implied Cash Consideration for Shares ($) |
F. Peter Cuneo | | | 5,224 | | | 16,455.60 |
Robert C. Galvin | | | 490,740 | | | 1,545,831.00 |
John T. McClain | | | 228,279 | | | 719,078.85 |
Justin Barnes | | | — | | | — |
Drew Cohen | | | 6,174 | | | 92,610.00 |
James A. Marcum | | | 7,406 | | | 23,328.90 |
All directors and executive officers as a group (6 persons) | | | 737,823 | | | 2,397,304.35 |
Name of Executive Officer or Director | | | Number of Restricted Shares (#) | | | Cash Consideration for Restricted Shares ($) | | | Number of RSUs (#) | | | Cash Consideration for RSUs ($) |
F. Peter Cuneo | | | | | | | — | | | — | ||
Robert C. Galvin | | | | | | | 282,541 | | | — | ||
John T. McClain | | | | | | | — | | | — | ||
Justin Barnes | | | | | | | — | | | — | ||
Drew Cohen | | | | | | | — | | | — | ||
James A. Marcum | | | | | | | — | | | — | ||
All directors and executive officers as a group (6 persons) | | | | | | | — | | | — |
Name | | | Cash ($)(1) | | | Equity ($)(2) | | | Perquisites/ Benefits ($)(3) | | | Total ($) |
Robert C. Galvin | | | 6,598,500.00 | | | 890,007.30 | | | 29,018.70 | | | 7,517,529.00 |
John T. McClain | | | 3,351,719.00 | | | — | | | 24,182.25 | | | 3,375,901.25 |
(1) | The amounts listed in this column represent cash severance amounts under the employment agreements and amounts with respect to the Cash Awards, which will either become fully vested effective as of the Offer Acceptance Time, if not assumed, or fully vest in connection with a termination of employment without cause following the Offer Acceptance Time (and, to the extent that vesting is based on the achievement of performance goals for a performance period that has not been completed, performance shall be deemed achieved at the maximum level of performance). The estimated amounts payable in respect of cash severance under the employment agreements are $3,304,750.00 and $1,907,969.00 for Messrs. Galvin and McClain, respectively, exclusive of Company-subsidized COBRA continuation payments. The cash severance benefits payable under the employment agreements are “double trigger” meaning that eligibility to receive these benefits requires a qualifying termination within 18 months after the change in control. For this purpose a “qualifying termination” is a termination by the Company other than for cause (and not by reason of death or disability) or by the executive for good reason. The amount of cash severance benefits include a lump sum payment equal to two times the sum of (a) the annual base salary and (b) the average annual bonus paid to the applicable executive for the two calendar years immediately prior to such change in control. The annual base salaries of Messrs. Galvin and McClain effective as of the date hereof are $850,000 and $525,000, respectively, and the average annual bonuses paid to Messrs. Galvin and McClain for the two calendar years immediately prior to such change in control are $802,375.00 and $428,984.50, respectively. The estimated amounts payable in respect of the Cash Awards are $3,293,750.00 and $1,443,750.00 for Messrs. Galvin and McClain, respectively. |
(2) | The amounts listed in this column represent estimated payments in respect of RSUs calculated as the product of (a) $3.15 per Share (which is the Offer Price) multiplied by (b) the number of RSUs being cancelled, with performance deemed achieved at the target level of performance (if applicable). Mr. Galvin holds 231,161 RSUs for which vesting is based on the achievement of performance goals, and 51,381 RSUs which are not subject to vesting based on the achievement of performance goals. Mr. McClain does not hold any RSUs of either type. Under the terms of the Merger Agreement, all of the RSUs are “single trigger” arrangements, becoming fully vested automatically and without any required action on the part of the holder thereof effective as of the time Purchaser accepts for payment all Shares validly tendered pursuant to the Offer Acceptance Time. |
(3) | Pursuant to the employment agreements, the amounts in this column represent the estimated cost of providing Company-subsidized COBRA continuation coverage for 18 months for Mr. Galvin and 15 months for Mr. McClain. |
• | for any breach of the director’s duty of loyalty to the Company or its stockholders; |
• | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
• | for unlawful payments of dividends or unlawful stock repurchases or redemptions, as provided under Section 174 of the DGCL; or |
• | for any transaction from which the director derived an improper personal benefit. |
The Solicitation or Recommendation. |
• | a representative of RLF reviewed with the Board its fiduciary duties in considering the proposed transactions; |
• | a representative of Dechert reviewed the terms of the draft Merger Agreement and other transaction documents; |
• | the Board considered the positive and negative factors and risks in connection with the proposed transactions, as discussed in “— Reasons for the Recommendation”; and |
• | a representative of Ducera provided Ducera’s financial analyses of the $3.15 per share of Iconix common stock proposed to be paid in cash to Iconix’s common stockholders in the proposed Offer and the Merger with affiliates of Lancer. |
• | Cash Tender Offer; Certainty of Value. The Board noted that the form of consideration to be paid to holders of Shares in the Offer and the Merger will be all cash and considered the certainty of value and liquidity of such cash consideration. |
• | Transaction Financial Terms; Premium to Market Price. The Board considered: |
• | the fact that the Offer Price of $3.15 per Share represents a premium of 28.6% over the Company’s closing share price on June 10, 2021, the last trading day prior to announcement of its entry into the Merger Agreement, and a premium of approximately 46.5% over the 30-day average volume weighted share price for the period ended June 10, 2021; and |
• | the Board’s belief that, based on the history of the Company’s negotiations with Parent and the extensive auction process run by the Company, it had obtained Parent’s best offer, and that, as of the date of the Merger Agreement, the Offer Price represented the highest per Share consideration reasonably obtainable. |
• | Financial Condition and Prospects of the Company. The Board considered the current and historical financial condition, results of operations, competitive position in its industry and target markets, business strategy, strategic options and prospects of the Company, as well as the Company’s financial prospects if it were to remain as an independent public company. The Board also considered the prospective risks to the Company as a stand-alone entity, including, but not limited to, the financial condition and prospects of the Company and execution risk associated with management’s business plan for the Company, including, but not limited to, risks associated with any potential downturn in the volume of financial and strategic business transactions and projects in future periods. |
• | Ducera Fairness Opinion. The Board considered the financial presentation and opinion, dated June 11, 2021, of Ducera Partners LLC (“Ducera”) to the Board as to the fairness, from a financial point of view and as of the date of the opinion, of the $3.15 per Share consideration to be received in the Offer and the Merger by holders of Shares, which opinion was based on and subject to the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken as more fully described below in “—Opinion of Iconix’s Financial Advisor” and as set forth in its entirety as Annex A hereto and incorporated herein by reference. |
• | Strategic Alternatives. The Board considered its belief, after a comprehensive review of |
• | other strategic opportunities reasonably available to the Company; |
• | the results of the process through which the Company, with the assistance of its financial advisor, engaged in or sought to engage in discussions with other companies believed to be the most likely candidates to pursue a business combination with or acquisition of the Company, as more fully described above under “—Background of the Offer and the Merger”; and |
• | the financial condition and prospects of the Company and management’s business plan for the Company; |
• | Negotiation of Merger Agreement. The Board considered the fact that the Merger Agreement was negotiated in the context of a competitive process, at arm’s length between the Company and Lancer, with the assistance of their respective legal and financial advisors. |
• | Speed and Likelihood of Consummation. The Board considered that the structure of the transaction as a two-step transaction effected pursuant to Section 251(h) of the DGCL without the adoption of the Merger Agreement by the Company’s stockholders enables the Company’s stockholders to receive the Offer Price pursuant to the Offer in a relatively short time frame (and potentially reduces the uncertainty during the pendency of the Transactions), followed by the Merger in which stockholders who do not tender their Shares into the Offer will receive the same Offer Price as is paid pursuant to the Offer. The Board also considered the likelihood that the Offer would be completed and the Merger would be consummated based on, among other things (not in any relative order of importance): |
• | the fact that, subject to its limited rights to terminate the Offer, Purchaser is required to extend the Offer beyond the initial expiration date of the Offer if certain conditions to the completion of the Offer are not satisfied as of such date; |
• | the fact that the completion of the Offer is conditioned on meeting the Minimum Condition, which cannot be waived without the prior written consent of the Company; |
• | the fact that Lancer agreed to purchase $55.805 million in aggregate principal amount of Convertible Notes (representing approximately 27.9% of the outstanding Shares as of June 10, 2021 on an as-converted basis) and to convert the Convertible Notes prior to completion of the Offer; |
• | the fact that there is no financing condition to the completion of the Offer and consummation of the Merger; |
• | the fact that there are not expected to be significant antitrust or other regulatory impediments; |
• | the business reputation, capabilities and financial condition of Lancer, and the Board’s belief that Lancer is willing to devote the resources necessary to complete the Offer and the Merger in an expeditious manner; and |
• | the Company’s ability, subject to the limitations and conditions in the Merger Agreement, to seek specific performance to prevent breaches of the Merger Agreement by Parent and/or Purchaser and to enforce specifically the terms of the Merger Agreement. |
• | Other Terms of the Merger Agreement. The Board considered other terms of the Merger Agreement, as more fully described in Section 11 “The Merger Agreement; Other Agreements” of the Offer to Purchase. Certain provisions of the Merger Agreement that the Board considered important included (not in any relative order of importance): |
• | Ability to Respond to Unsolicited Acquisition Proposals. At any time prior to the time Purchaser accepts for payment Shares validly tendered pursuant to the Offer, the Board may respond to an Acquisition Proposal, as defined in the Merger Agreement, if, prior to taking such actions, the Board determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal, as defined in the Merger Agreement, or would reasonably be expected to lead to a Superior Proposal and the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be inconsistent with the Board’s fiduciary obligations to the Company’s stockholders under applicable law (as more fully described in Section 11 “The Merger Agreement; Other Agreements — Board of Directors’ Recommendation and Actions” of the Offer to Purchase). |
• | Change of Recommendation in Response to a Superior Proposal; Ability to Accept a Superior Proposal. If the Board concludes in good faith, after consultation with its outside legal counsel and financial advisor, that an unsolicited Acquisition Proposal constitutes a Superior Proposal and that the failure to do so would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable law, and provided the Board complies with certain other requirements set forth in the Merger Agreement, the Board may take a number of actions, including modifying its recommendation to stockholders concerning the Offer and the Merger and accepting such Superior Proposal. The Company may also, provided that it complies with certain requirements set forth in the Merger Agreement, terminate the Merger Agreement and enter into an alternative acquisition agreement with respect to a Superior Proposal, subject to the Company’s payment to Parent of a termination fee of $1.824 million and expense reimbursement of $10 million (which the Board believes is reasonable and not likely to deter any potential bidder from making a competing Acquisition Proposal) (as more fully described in Section 11 “The Merger Agreement; Other Agreements — Termination” and “The Merger Agreement; Other Agreements — Iconix Termination Fee and Expense Amount” of the Offer to Purchase). |
• | Change of Recommendation in Response to a Change in Circumstances. If the Board, other than in connection with an Acquisition Proposal, concludes in good faith (after consultation with its outside legal counsel) that the failure to do so would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable law, and provided the Board complies with certain other requirements set forth in the Merger Agreement, the Board may, in response to a Change in Circumstances, as defined in the Merger Agreement, take a number of actions, including modifying its recommendation to the stockholders concerning the Offer and the Merger (as more fully described in Section 11 “The Merger Agreement; Other Agreements — Board of Directors’ Recommendation and Actions” in the Offer to Purchase). A Change in Circumstances is generally, with some exceptions, any event, change, development, circumstance, fact or effect (other than to the extent relating to an |
• | Specific Performance and Monetary Damages. In the event that Parent breaches the Merger Agreement or fails to complete the Offer when required to do so, the Company will be entitled, subject to the limitations and conditions in the Merger Agreement, to seek specific performance or monetary damages, provided that the Company will not be entitled to seek specific enforcement of Parent’s and Merger Sub’s obligation to consummate the Offer and the Merger if Parent’s financing is unavailable. In the event the transactions are not consummated in certain circumstances, including in connection with the unavailability of Parent’s financing, Parent will be required to pay the Company a reverse termination fee of $11.824 million (as more fully described in Section 11 “The Merger Agreement; Other Agreements — Parent Termination Fee” of the Offer to Purchase), which reverse termination fee would constitute the sole remedy of the Company for such failure to consummate the transactions. |
• | End Date. The end date of October 15, 2021 on which either Parent or the Company, subject to certain exceptions, can terminate the Merger Agreement, which is anticipated to allow for sufficient time to consummate the Offer and the Merger while minimizing the length of time during which the Company would be required to operate subject to the restrictions on interim operations set forth in the Merger Agreement. |
• | Cooperation. The Merger Agreement requires Parent and Purchaser to use their respective reasonable best efforts to consummate the Offer and the Merger in the most expeditious manner practicable. |
• | Appraisal Rights. Statutory appraisal rights under Delaware law in connection with the Merger will be available to stockholders who do not tender their Shares in the Offer and who properly demand appraisal of their Shares and who otherwise comply with all required procedures under Delaware law. For a description of these appraisal rights, see information under the heading “ITEM 8. ADDITIONAL INFORMATION—Appraisal Rights.” |
• | Risk of Non-Consummation. The Board considered the risk that the proposed Offer and Merger might not be consummated and the effect of the resulting termination of the Merger Agreement on: |
• | the market price of the Shares; |
• | the Company’s operating results, particularly in light of the costs incurred in connection with the transaction, including the potential requirement to make a termination fee payment to Parent; and |
• | the Company’s ability to attract and retain key personnel. |
• | Restrictions on Soliciting Proposals. The Board considered that the Merger Agreement imposes restrictions on soliciting Acquisition Proposals from third parties, including the absence of an explicit “go shop” provision. |
• | Future Growth. The Board considered the fact that if the proposed Merger is consummated, the Company will no longer exist as an independent company and the Company’s stockholders will no longer participate in the future growth and profits of the Company or benefit from any increases in the value of the Shares. |
• | Transaction Costs. The Board considered that significant costs have been and will continue to be incurred in connection with negotiating and entering into the Merger Agreement and completing the Offer and the Merger. |
• | Possible Disruption of Business. The Board considered the possible disruption to the Company’s business that may result from the announcement of the transaction and the resulting distraction of the attention of the Company’s management and employees, including possible effects on the Company’s ability to attract and retain key personnel while the transaction is pending. The Board also considered the fact that the Merger Agreement contains limitations regarding the operation of the Company during the period between the signing of the Merger Agreement and the consummation of the proposed Merger. |
• | Litigation Risk. The Board considered the risk of litigation in connection with the execution of the Merger Agreement, the completion of the Offer and the consummation of the Merger. |
• | Termination Fee. The Board considered the termination fee of $1.824 million and expense reimbursement of $10 million that may become payable pursuant to the Merger Agreement under certain circumstances, including if the Company terminates the Merger Agreement to accept a Superior Proposal, and the risk that the amount of the termination fee could deter potential alternative Acquisition Proposals. |
• | Financing Failure. The Board considered that, while Parent’s receipt of financing is not a condition to the Offer or the Merger, the Company will not be permitted to seek specific enforcement of Parent’s and Purchaser’s obligation to consummate the Offer and the Merger if such financing is unavailable, and that in such an event Parent’s obligation to pay the reverse termination fee of $11.824 million would be the Company’s sole remedy (as more fully described in Section 11 “The Merger Agreement; Other Agreements — Parent Financing Covenant” of the Offer to Purchase). |
• | Risk that the Minimum Condition Might Not Be Satisfied. The Board considered the possibility that the Company’s stockholders will tender an insufficient number of Shares to meet the Minimum Condition. |
• | Potential Conflicts of Interest. The Board considered the potential conflict of interest created by the fact that the Company’s executive officers and directors have financial or other interests in the Offer and the Merger that may be different from or in addition to those of other stockholders, as more fully described in “ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS—Interests of Certain Persons; Agreements and Arrangements with Current Executive Officers and Directors of the Company”. |
• | Offer and Per Share Merger Consideration Taxable. The Board considered the fact that the gains realized by the Company’s stockholders as a result of the Offer and the Merger generally will be taxable to the stockholders for U.S. federal income tax purposes. |
($ in millions) | | | | | | | | | | | | | | | |||||||
| | Fiscal years December 31, 2019–2025(1) | |||||||||||||||||||
| | FY2019A | | | FY2020A | | | FY2021E | | | FY2022E | | | FY2023E | | | FY2024E | | | FY2025E | |
Consolidated Revenue | | | 149.0 | | | 108.6 | | | 103.3 | | | 103.7 | | | 104.4 | | | 105.1 | | | 105.9 |
Compensation | | | (22.7) | | | (19.5) | | | (22.0) | | | (22.3) | | | (22.6) | | | (23.0) | | | (23.3) |
Advertising | | | (13.8) | | | (5.5) | | | (6.8) | | | (6.9) | | | (7.0) | | | (7.1) | | | (7.2) |
T&E | | | (1.5) | | | (0.3) | | | (0.7) | | | (0.7) | | | (0.7) | | | (0.7) | | | (0.7) |
Office Expenses | | | (4.6) | | | (3.4) | | | (4.0) | | | (4.1) | | | (4.2) | | | (3.7) | | | (3.3) |
Bad Debt Expense | | | 1.1 | | | (1.7) | | | (1.0) | | | (1.0) | | | (1.0) | | | (1.0) | | | (1.1) |
Professional Fees | | | (28.7) | | | (16.7) | | | (13.6) | | | (6.7) | | | (6.8) | | | (7.0) | | | (7.1) |
Other SG&A | | | (14.6) | | | (12.3) | | | (6.6) | | | (6.7) | | | (6.8) | | | (6.9) | | | (7.0) |
( - ) SG&A | | | (84.7) | | | (59.4) | | | (54.8) | | | (48.5) | | | (49.2) | | | (49.5) | | | (49.7) |
( + ) Equity Income in JV's | | | 0.0 | | | (1.4) | | | 1.9 | | | 2.0 | | | 2.0 | | | 2.0 | | | 2.0 |
( - ) Minority Interest | | | (9.6) | | | (4.4) | | | (8.0) | | | (8.1) | | | (8.2) | | | (8.2) | | | (8.3) |
Consolidated EBITDA | | | 54.7 | | | 43.5 | | | 42.4 | | | 49.1 | | | 49.0 | | | 49.4 | | | 49.9 |
( + ) Special Charges / Debt in SG&A | | | 19.9 | | | 11.8 | | | 7.0 | | | — | | | — | | | — | | | — |
( + ) Stock-Based Compensation | | | 1.0 | | | 0.8 | | | 0.5 | | | 0.5 | | | 0.5 | | | 0.5 | | | 0.5 |
( + ) Min. Int. Related to D&A and Impairment | | | 1.5 | | | (1.8) | | | — | | | — | | | — | | | — | | | — |
( + ) Contract Asset Write-Off | | | 3.8 | | | 0.8 | | | — | | | — | | | — | | | — | | | — |
Consolidated Adjusted EBITDA | | | 80.8 | | | 55.1 | | | 49.9 | | | 49.6 | | | 49.5 | | | 49.9 | | | 50.4 |
(1) | For all periods beyond the fiscal year ended December 31, 2021, the Company assumed a nominal positive growth rate on its non-securitization revenue to reflect the assumption that the business would remain stable for the projected periods. |
• | reviewed a draft of the merger agreement dated as of June 4, 2021; |
• | reviewed certain publicly available financial statements and other business and financial information relating to Iconix, which Ducera believed to be relevant; |
• | reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to Iconix prepared by Iconix and furnished to Ducera by management of Iconix; |
• | reviewed certain non-public projected financial data relating to Iconix prepared by Iconix and furnished to Ducera by management of Iconix; |
• | reviewed and discussed the past and current business, operations, current financial condition and financial projections of Iconix with management of Iconix (including management’s views on the amounts, timing, risks, achievability and uncertainties of attaining such projections); |
• | reviewed the reported prices and the historical trading activity of Shares and compared such prices with those of securities of certain publicly traded companies which Ducera believed to be relevant; |
• | compared the financial performance of Iconix and its stock market trading multiples with those of certain other publicly traded companies which Ducera believed to be relevant; |
• | reviewed the financial terms, to the extent publicly available, of selected business combination transactions; and |
• | performed such other studies, analyses and examinations and considered such other factors which Ducera believed to be appropriate. |
Company | | | LTM TEV/ EBITDA Multiple |
Sequential Brands Group | | | 6.9x |
Announcement Date | | | Target | | | Acquiror | | | LTM TEV/EBITDA Multiple |
02/16/2021 | | | Apex Brand Group | | | Galaxy Universal | | | 7.9x |
Person/Assets, Retained, Employed, Compensated or Used. |
Interest in Securities of the Subject Company. |
Purposes of the Transaction and Plans or Proposals. |
Additional Information. |
• | within the later of the consummation of the Offer and 20 days after the date of the mailing of this Schedule 14D-9, deliver to the Company at 1450 Broadway, 3rd Floor, New York, New York 10018 Attention: General Counsel, a written demand for appraisal of Shares held, which demand must reasonably inform the Company of the identity of the stockholder and that the stockholder is demanding appraisal; |
• | not tender his, her or its Shares in the Offer; |
• | continuously hold of record the Shares from the date on which the written demand for appraisal is made through the effective date of the Merger; and |
• | comply with the procedures of Section 262 of the DGCL for perfecting appraisal rights thereafter. |
Exhibits. |
Exhibit No. | | | Description |
(a)(1)(A) | | | Offer to Purchase, dated July 2, 2021 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO) |
(a)(1)(B) | | | Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO) |
(a)(1)(C) | | | Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO). |
(a)(1)(D) | | | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO). |
(a)(1)(E) | | | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO). |
(a)(1)(F) | | | Summary Advertisement, dated July 2, 2021 (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO). |
(a)(5)(A) | | | Opinion of Ducera Partners LLC, dated June 11, 2021 (included as Annex A to this Schedule 14D-9). |
| | Letter to Stockholders. | |
| | Press Release issued by Iconix Brand Group, Inc. on June 11, 2021 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Iconix Brand Group, Inc. with the SEC on June 11, 2021). | |
| | Agreement and Plan of Merger, dated as of June 11, 2021, among Iconix Acquisition LLC, Iconix Merger Sub Inc., and Iconix Brand Group, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Iconix Brand Group, Inc. with the SEC on June 11, 2021). | |
(e)(2) | | | Equity Commitment Letter, dated June 11, 2021, from Lancer Capital LLC to Iconix Acquisition LLC (incorporated by reference to Exhibit (d)(4) to the Schedule TO). |
(e)(2) | | | Limited Guarantee, dated June 11, 2021, from Lancer Capital LLC to Iconix Brand Group, Inc. (incorporated by reference to Exhibit (d)(3) to the Schedule TO). |
(e)(3) | | | Exclusivity Agreement, dated as of December 18, 2020, between Iconix Brand Group, Inc. and Holleder Capital LLC (incorporated by reference to Exhibit (d)(6) to the Schedule TO). |
(e)(4) | | | Standstill Agreement, dated as of May 19, 2021, between Lancer Capital LLC and Iconix Brand Group, Inc. (incorporated by reference to Exhibit (d)(7) to the Schedule TO). |
(e)(5) | | | Nondisclosure Agreement, dated December 15, 2020, between Iconix Brand Group, Inc. and Lancer Capital LLC (incorporated by reference to Exhibit (d)(2) to the Schedule TO). |
| | ICONIX BRAND GROUP, INC. | ||||
| | | | |||
Date: July 2, 2021 | | | By: | | | /s/ John McClain |
| | | | Name: John McClain | ||
| | | | Title: Chief Financial Officer |
(i) | reviewed a draft of the Agreement dated as of June 4, 2021; |
(ii) | reviewed certain publicly available financial statements and other business and financial information relating to the Company, which we believed to be relevant; |
(iii) | reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to the Company prepared by the Company and furnished to us by management of the Company; |
(iv) | reviewed certain non-public projected financial data relating to the Company prepared by the Company and furnished to us by management of the Company; |
(v) | reviewed and discussed the past and current business, operations, current financial condition and financial projections of the Company with management of the Company (including their views on the amounts, timing, risks, achievability and uncertainties of attaining such projections); |
(vi) | reviewed the reported prices and the historical trading activity of Company Shares and compared such prices with those of securities of certain publicly traded companies which we believed to be relevant; |
(vii) | compared the financial performance of the Company and its stock market trading multiples with those of certain other publicly traded companies which we believed to be relevant; |
(viii) | reviewed the financial terms, to the extent publicly available, of selected business combination transactions; and |
(ix) | performed such other studies, analyses and examinations and considered such other factors which we believed to be appropriate. |
| | Very truly yours, | |
| | ||
| | DUCERA SECURITIES LLC | |
| | ||
| | /s/ Michael A. Kramer | |
| | Name: Michael A. Kramer | |
| | Title: Chief Executive Officer |
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