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Subsequent Events
9 Months Ended
Sep. 30, 2017
Subsequent Events [Abstract]  
Subsequent Events

20. Subsequent Events

Amendments to 2017 Senior Secured Term Loan

On October 27, 2017, the Company entered into the First Amendment to the DB Credit Agreement pursuant to which, among other things, the remaining escrow balance of approximately $231 million (after taking into account approximately $59.2 million that was used to buy back 1.50% Convertible Notes in open market purchases in the third quarter of 2017) was returned to the Lenders under the DB Credit Agreement.

The First Amendment also provides for, among other things, (a) a reduction in the existing $300 million term loan, (b) a new senior secured delayed draw term loan facility in the aggregate amount of up to $165.7 million, consisting of (i) a $25 million First Delayed Draw Term Loan to be drawn on or prior to March 15, 2018 (the “First Delayed Draw Term Loan”), which was drawn on October 27, 2017 and (ii) a $140.7 million Second Delayed Draw Term Loan to be drawn on March 15, 2018 (the “Second Delayed Draw Term Loan” and together with the First Delayed Draw Term Loan, the “Delayed Draw Term Loan Facility”) for the purpose of repaying the 1.50% Convertible Notes; (c) an increase of the Total Leverage Ratio permitted under the DB Credit Agreement from 4.75:1.00 to 5.75:1.00; (d) a reduction in the debt service coverage ratio multiplier in the Company’s asset coverage ratio under the DB Credit Agreement; (e) an increase in the existing amortization rate from 2 percent per annum to 10 percent per annum commencing July 2019; and (f) amendments to the mandatory prepayment provisions to (i) permit the Company not to prepay borrowings under the DB Credit Agreement from the first $100 million of net proceeds resulting from Permitted Capital Raising Transactions (as defined in the DB Credit Agreement) effected prior to March 15, 2018, and (ii) eliminate the requirement that the Company pay a Prepayment Premium (as defined in the DB Credit Agreement) on any payments or prepayments made prior to December 31, 2018. Indebtedness issued under the Delayed Draw Term Loan Facility will be issued with original issue discount.

Prior to filing this Quarterly Report, the Company was unable to timely file its quarterly financial statements for the quarter ended September 30, 2017 with the SEC by November 14, 2017 and became in default under the terms of the DB Credit Agreement, as amended. On November 24, 2017, the Company entered into a Second Amendment, Consent and Limited Waiver (the “Second Amendment ”) to the DB Credit Agreement pursuant to which, among other things, the lenders under the DB Credit Agreement agreed, subject to the Company’s compliance with the requirements set forth in the Second Amendment , to waive until December 22, 2017, the potential Defaults and Events of Default arising under the DB Credit Agreement (a) from the failure to furnish to the Administrative Agent for the DB Credit Agreement (i) the financial statements, reports and other documents as required under Section 6.01(b) of the DB Credit Agreement with respect to the fiscal quarter of the Company ended September 30, 2017 and (ii) the related deliverables required under Sections 6.02(b), 6.02(c) and 6.02(e) of the DB Credit Agreement or (b) relating to certain other affirmative covenants that may have been abrogated by such failure to make such timely deliveries.  In accordance with the Second Amendment, this default has been cured by the Company’s filing of this Quarterly Report on Form 10-Q allowing for delivery of the related financial statements.

In connection with the Second Amendment , Deutsche Bank was granted additional pricing flex in the form of price protection upon syndication of the DB Credit Agreement (“Flex”) and ticking fees on the unfunded portion of the loan. The Second Amendment allows, among other things, for cash payments on account of the Flex and ticking fees to be paid from the proceeds of the First Delayed Draw Term Loan, which was previously fully funded in accordance with the terms of the DB Credit Agreement. After giving effect to the additional Flex provided in the Second Amendment , the Company estimates that it could be responsible for payments on account of Flex in an aggregate total amount of up to $12 million.

Waiver of Default under Base Indenture

On December 13, 2017, certain of the Company’s subsidiaries received a waiver (the “Waiver”) of default through January 28, 2018 (the “Waiver”) pursuant to Section 9.7 of the Base Indenture dated as of November 29, 2012 (as supplemented or amended from time to time, the “Base Indenture”), among Icon DE Intermediate Holdings LLC, a Delaware limited liability company (“Brand Holdings I”), Icon Brand Holdings LLC, a Delaware limited liability company (“Brand Holdings II”), Icon DE Holdings LLC, a Delaware limited liability company (“IP Holder I”), Icon NY Holdings LLC, a Delaware limited liability company (“IP Holder II” and, together with Brand Holdings I, Brand Holdings II and IP Holder I, the “Co-Issuers”), and Citibank, N.A., as trustee (in such capacity, the “Trustee”) and securities intermediary. The waiver was limited solely to the Default arising from the Company’s previously disclosed failure to timely provide financial statements for the fiscal quarter ended September 30, 2017 pursuant to Section 4.1(h)(i) of the Base Indenture, notice of which was provided on November 16, 2017.  The Waiver provided the Company with additional time to deliver the financial statements and aligned the cure period for such Default with the cure period granted to the Company in accordance with the Management Agreement governing the Company’s Senior Secured Notes.  In accordance with the Waiver, this default has been cured by the Company’s filing of this Quarterly Report allowing for delivery of the related financial statements.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On November 14, 2017, the Company received a notification letter from NASDAQ Listing Qualifications stating that because the Company has not yet filed its Form 10-Q for the quarter ended September 30, 2017, the Company is no longer in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission.  

Under the NASDAQ Listing Rules, the Company has 60 calendar days from the date of the notification letter (or until January 16, 2018) to submit a plan to NASDAQ setting forth how it plans to regain compliance with NASDAQ’s continued listing requirements. If the Company is unable to file its Form 10-Q by January 16, 2018, then the Company intends to submit a compliance plan on or prior to that date. Given the filing date of this Form 10-Q, submission of a compliance plan will not be necessary.

Amended and Restated 2016 Omnibus Incentive Plan

On October 31, 2017, the 2016 Plan was amended at the 2017 Annual Meeting of Stockholders to increase the number of shares available under the plan by 1.9 million shares.