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): November
9, 2007
(Exact
name of registrant as specified in its charter)
|
Delaware
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0-10593
|
11-2481093
|
|
(State
or Other
|
(Commission
|
(IRS
Employer
|
|
Jurisdiction
of
|
File
Number)
|
Identification
No.)
|
|
Incorporation)
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|
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1450
Broadway, New York, New York 10018
(Address
of Principal Executive Offices) (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
November 15, 2007, Iconix Brand Group, Inc., a Delaware corporation (the
“Registrant”), entered into an asset purchase agreement (the “Purchase
Agreement”) with Exeter
Brands Group LLC, an Oregon limited liability company (the “Seller”), and NIKE,
Inc., an Oregon corporation (“Parent”).
Upon
the
closing of the transactions contemplated by the Purchase Agreement, the
Registrant will acquire certain of the Seller’s and Parent’s assets and rights
related to the business of designing,
marketing, licensing and/or managing the Starter® name,
brand, trademarks, intellectual property and related names worldwide (the
“Starter Assets”).
The
Purchase Agreement provides for a purchase price for the Starter Assets of
(i)
$60,000,000 in cash and (ii) the assumption of certain liabilities of the Seller
related to the Starter Assets.
Upon
the
closing of the transactions contemplated by the Purchase Agreement, the Seller
will deliver or cause to be delivered all of the right, title and interest
in
the Starter Assets to a subsidiary of the Registrant, which will enter into
a
transition services and license agreement with the Seller.
The
Purchase Agreement contains customary representations, warranties and covenants,
and
the
transactions contemplated by the Purchase Agreement are subject to customary
closing conditions including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The Registrant and the Seller have each
agreed to indemnify the other for damages arising for the breach of its
representations, warranties, covenants or obligations in the Purchase Agreement.
Parent has agreed to guarantee all of the Seller’s indemnification obligations
under the Purchase Agreement upon the closing of the transaction.
On
November 14, 2007, the Registrant signed a commitment letter (the “Commitment
Letter”) with Lehman Brothers Inc. (“LB”), Lehman Brothers Commercial Bank
(“LBCB”) and Lehman Commercial Paper Inc. (“LCPI” and, together with LBCB, the
“Underwriters”) whereby the Underwriters agreed, subject to the terms and
conditions set forth in the Commitment Letter, to provide or cause one or more
of their respective affiliates to provide to the Registrant the financing for
up
to $60,000,000 of funds necessary to consummate the transactions contemplated
by
the Purchase Agreement. The Commitment Letter, which obligates the
Underwriters to provide the financing, does not obligate the Registrant to
request such financing.
On
November 9, 2007, the Registrant entered into a new lease with 1450 Realty
Associates LLC with respect to the Registrant’s offices located at 1450 Broadway
in New York, New York (the “Lease”). The Lease, among other things, covers
approximately 30,550 square feet of office and showroom space on two floors
of
the building (the “Main Premises”) and the lease of the Main Premises will
expire 15 years after the date of delivery of the Main Premises to the
Registrant (“Commencement Date”). The Commencement Date will occur after the
landlord completes certain work on the Main Premises, which is expected to
occur
on or prior to November 15, 2008. The Lease provides for total annual base
rental payments for the Main Premises of approximately $27.4 million (ranging
from approximately $1.528 million in the first year of the Lease to
approximately $2.157 million in the last year of the Lease), with such payments
commencing on the 181st day following the Commencement Date (the “Rent
Commencement Date”). The Lease also provides for the temporary rental by the
Registrant of (i) approximately 15,000 square feet of office space in the
building consisting of the office space currently occupied by the Registrant
until 91 days after the Rent Commencement Date at an annual rent of
approximately $452,000 with the Registrant’s right to extend the lease term of
this space for a term co-terminus with the lease of the Main Premises for an
annual rent of approximately $764,000 and (ii) approximately 7,000 square feet
of office space on another floor of the building for a term expiring on the
Rent
Commencement Date at an annual rent of $315,000. The Registrant will also be
required to pay its proportionate share of any increased taxes attributed to
the
premises.
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.
(Registrant)
By:
/s/
Warren Clamen
Name:
Warren Clamen
Title:
Chief Financial Officer
Date:
November 16, 2007