Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Report and Item 2.04 of this Report is incorporated by reference into this Item 1.02.
On the Effective Date, the Company repaid all outstanding indebtedness and
terminated the commitment under its Credit Agreement, dated as of
Furthermore, on the Effective Date, upon the completion of the Merger, the
Company assumed Purchaser's obligations under a Term Loan Credit Agreement,
dated as of the Effective Date, by and among Parent, Purchaser, the lenders
party thereto and
Loans under the Term Facility bear interest, at the Borrower's option, at a rate
equal to the adjusted LIBOR rate or the prime rate, in each case plus a spread.
All obligations of the Borrower under the Term Facility are guaranteed by Parent
and of the existing and future direct and indirect, material wholly owned
domestic subsidiaries of the Borrower and, following the consummation of
post-closing joinders, certain wholly owned subsidiaries organized in the Grand
Duchy of Luxembourg and
The obligations under the Term Facility are secured, subject to permitted liens and other agreed upon exceptions, on a first priority basis by a perfected security interest in (i) substantially all of the material owned assets of the Borrower and each Subsidiary Guarantor (subject to customary exceptions) and (ii) all of the equity interests of the Borrower directly held by Parent, in each case, whether owned on the Closing or thereafter acquired.
The Term Facility contain customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, investments, sales of assets, mergers and acquisitions, transactions with affiliates, liens, dividends and other distributions and a financial maintenance covenant. The Term Facility also includes customary events of defaults, including a change of control.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Report and Items 3.03 and 5.01 of this Report is incorporated by reference into this Item 2.01.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
Pursuant to the conditional notice of redemption issued by the Company on
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note of this Report and Item 2.01 of this Report is incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger, the Company notified the
On the Effective Date, Nasdaq filed with the
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note of this Report and Items 2.01, 2.04, 3.01 and 5.01 of this Report is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note of this Report is incorporated by reference into this Item 5.01.
As a result of the effectiveness of the Merger on
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
As of the Effective Time and pursuant to the terms of the Merger Agreement, each
of
In connection with the consummation of the Merger, at the Effective Time,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, pursuant to the Merger Agreement, (i) the certificate of incorporation of the Company was amended and restated in its entirety and (ii) the by-laws of the Company were amended and restated in their entirety.
Copies of the Company's amended and restated certificate of incorporation and by-laws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report and are incorporated into this Report by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 3.1 Amended and Restated Certificate of Incorporation ofIconix Brand Group, Inc. 3.2 Amended and Restated By-Laws ofIconix Brand Group, Inc.
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