According to Iconix, the board adopted the rights plan because of recent activity in the company’s shares. That activity includes the accumulation of positions by holders of derivative securities and what the company’s board and management believe is a depressed share price for Iconix’s common stock.
Earlier this month, U.K. sporting retailer Sports Direct raised its ownership stake in Iconix to nearly seven million shares, representing a 14.4 percent economic interest in the shares. Sports Direct said in a regulatory filing that the stake represents indirect economic interests through contracts for difference. The U.K. retailer disclosed its initial stake in Iconix on Jan. 5 at 4.3 million shares, representing a 9 percent interest. Then on Jan. 16 it disclosed that the stake was raised to 5.6 million shares, or an 11.5 percent interest. The company said on Jan. 16 that its stake is “strategic” and its rationale was to “hopefully build a relationship and develop commercial partnerships with the relevant parties.”
Sports Direct has long had an interest in Umbro, which Iconix acquired in 2012 for $225 million.
Shares of Iconix fell 4.7 percent to close at $6.25 in Nasdaq trading.
Iconix said its board has adopted a short-term shareholder rights plan, which will expire following the 2016 annual meeting of shareholders, absent an extension approved by shareholders.
Under the terms, one preferred stock purchase right will be distributed for each share of common stock held by shareholders of record on Feb. 12. The rights can be exercised only if a person or group acquires beneficial ownership of 20 percent or more of Iconix common stock (including synthetic ownership through derivative positions). Should that threshold level ever be met, each holder of a right — other than the person or group triggering the rights — will be entitled to purchase shares of common stock within certain parameters, such as exercise price. The rights plan is sometimes called a poison pill because shares acquired under the plan have a value of twice the exercise price of the right, while rights held by a person or group that triggered the plan would become void.
Public companies adopt rights plans to protect the interests of the company and its shareholders to prevent any one person or group from gaining control of the firm through open-market accumulations of shares. A rights plan can also reduce the likelihood that anyone can gain control of a company through other tactics, and it typically gives a firm time to decide on its best option and response when faced with a possible takeover situation. It also prevents a takeover attempt without the payment of a control premium to the targeted firm.
Iconix said the rights plan “applies equally to all current and future shareholders and is not intended to deter offers that are fair and otherwise in the best interests of the company and its shareholders.” It noted that the adoption of the rights plan will not be a taxable event and will have no impact on the company’s financial reporting.
Iconix emphasized that the rights plan in place is similar to plans that have been adopted by other public firms, and that it “was not adopted in response to any specific takeover bid or other proposal to acquire control of the company.”
Drew Cohen, Iconix’s lead director, said, “This short-term plan is consistent with our commitment to ensuring that all Iconix shareholders realize the long-term value of their investment. The Iconix board and management are focused on driving the company’s success and addressing the issues that have impacted more recent performance.”
Cohen also noted that the company continues to “make progress” on its refinancing plans, and is working toward a resolution with the SEC staff in connection with a comment letter process that began last year.
The brand management firm has until June to complete a refinancing of its $300 million debt obligation. Financial sources said the company could likely complete the refinancing before the June deadline. A credit analyst said the refinancing would come at a hefty price in the form of a premium on the interest rate, given the current state of the credit markets. This individual also said there’s a good chance the refinancing of the 2016 note would include a priority lien to give holders of the convertible note first-in-line status. That would essentially give the 2016 note holders priority status for repayment of the note down the road, representing a jump ahead-of-the-line over holders of the 2018 convertible note.
On the SEC front, Iconix learned last month that the letter process was upped to a formal order of investigation. The change in the SEC status allows the staff to issue subpoenas to compel individuals to talk and enforce requests for documentation. Iconix has repeatedly stressed that it has been involved in an ongoing dialogue with the SEC staff, and that it has been forthcoming with information and materials requested by the SEC.