Jay-Z and Partners Sells Rocawear for $239 Million

Iconix Brand Group, Inc., today announced that it has entered into a definitive agreement to purchase the brand Rocawear for $204 million in cash with contingent payments of an additional $35 million of Iconix stock based upon the brand surpassing certain pre-determined performance thresholds over the next three to five years.

Jay-Z, Rocawear's co-founder, will remain with the company heading up all product development, marketing and licensing. Jay-Z's senior management team in licensing, marketing and product development will also join Iconix.

He will retain his stake in the operating company that manufactures all of the Rocawear men's apparel and his two partners in that business, Alex Bize and Norton Cher, will continue to run that company and enter into a long-term license agreement with Iconix for the core young men's apparel category.

Shawn Carter, co-founder of Rocawear, commented, "Iconix is pioneering a new brand management model and by combining Rocawear with their platform, my team and I can focus on our strengths in design and lifestyle marketing." Carter added, "I'm also looking forward to working with Neil Cole and the Iconix organization on other brand development opportunities."

Iconix is forecasting that the Rocawear brand will generate approximately $43 million in royalty revenue in its first twelve months under the Iconix umbrella. As part of the transaction, Iconix will also enter into a separate equal joint venture with Shawn Carter to establish a new brand management and licensing company that will identify brands to be acquired and/or developed across a broad spectrum of consumer product categories using the Iconix model. The first brand will involve Jay-Z and will be an eponymous luxury brand called "Shawn Carter Collection" which will debut in 2008.

Neil Cole, Chairman and CEO of Iconix Brand Group commented, "This is the largest acquisition Iconix has made and Rocawear is a brand that is increasing in market share and has extraordinary potential for growth. The leadership team is already in place to fulfill our mission and we will maintain complete continuity within the business by having Jay and his team in charge of all product development, licensing and marketing. Jay and his partners in the operating company that manufactures all of the Rocawear men's apparel, Alex Bize and Norton Cher, will become our licensee for the core business. Iconix will add talent and resources that I believe will help make Rocawear a billion dollar global brand. This acquisition will be transformative for Iconix in terms of its scale, the diversification it brings to our portfolio of brands as well as having someone as talented as Jay-Z joining our company and the many synergies that could bring."

The purchase price for the acquisition will be paid by Iconix in cash from proceeds of a loan made to the Company by one or more affiliates of Lehman Brothers Inc. The acquisition is anticipated to close in March 2007 and is subject to customary closing conditions including clearance under the Hart- Scott-Rodino Anti Trust Improvements Act of 1976, as amended.