By and  on July 21, 2008

NexCen Brands Inc. might be close to a deal for its home furnishings operation, Waverly Brands.

NexCen is believed to have signed an exclusivity agreement with Iconix Brand Group Inc., according to a source familiar with the sale activity. Both Iconix and NexCen declined comment.

The agreement would pave the way for intense negotiations over the terms of the final deal, which is expected to be in the range of between $30 million and $32 million, one source said. NexCen bought Waverly for $36.8 million in May 2007.

For Iconix, Waverly would present synergies with its Pillowtex operation, which the licensing and brand management firm bought in 2007 for $231 million in cash and contingent payments of up to an additional $15 million in cash, dependent on surpassing certain revenue targets.

Sources said NexCen is working first on the sale of Waverly, so funds from the transaction can be used to stabilize the company before embarking on a sale of its Bill Blass brand, which NexCen acquired in December 2006 for $54.6 million in cash and stock.

Earlier this month, the company bought the couture business of Blass, a move that ensures that whomever buys Blass will get complete control over the operation. While Iconix and Windsong Apparel Group are said to be eyeing Blass, along with Phillips-Van Heusen Corp., Arnold Simon's Designer Licensing Holdings, the jeanswear licensee for Blass and owner of 10 percent of the Blass trademark, is also keen on the brand.

In another development, NexCen has reached an agreement with lender BTMU Capital Corp. to lengthen the global brand management firm's payment extension period through Aug. 8. The forbearance had been set to end on Friday.

The cash-strapped company in May disclosed that $30 million of the $70 million it borrowed in the $89 million acquisition of Great American Cookies had to be paid by Oct. 17. Since then, NexCen has been working to trim its workforce and operations.

NexCen said Friday it will continue to work with BTMU on a comprehensive restructuring of the loan, which it intends to complete by Aug. 8.

According to documents filed with the Securities and Exchange Commission, the extension also permits NexCen, owner of the Bill Blass and Waverly brands, as well as several franchised restaurant chains, to withdraw about $8.7 million in funds from a lockbox account for working capital and to pay expenses.

Among the disbursements will be: $1.1 million in management fees accrued since May 31; $4.6 million for accrued accounts payable and expenses; $2.6 million to BTMU for accrued interest on outstanding notes, and another $418,000 to the lender for services rendered in the restructuring. An additional $552,000 in the lockbox account will be set aside for the payment of fees to BTMU's advisers.

NexCen will also release $152,000 from an unnamed subsidiary's bank account to use for accrued accounts payable, accrued expenses and working capital across the company's holdings, according to the regulatory filings.

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