OVERVIEW -- Icon Brand Holdings LLC's series 2012-1 issuance is an ABS securitization backed by securitized trademarks and license agreements, certain joint-venture interests, and other securitized IP assets, including the right to receive payments in connection therewith. -- We assigned our preliminary 'BBB (sf)' ratings to the series 2012-1 notes. -- The preliminary 'BBB (sf)' ratings reflect our view of the transaction's legal and payment structures and credit enhancement, the servicer's ability, and the projected cash flows supporting the notes, among other factors. NEW YORK (Standard & Poor's) Nov. 12, 2012--Standard & Poor's Ratings Services today assigned its preliminary 'BBB (sf)' ratings to the $600 million senior secured notes series 2012-1 issued by Icon Brand Holdings LLC, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC, and Icon NY Holdings LLC (the co-issuers) (see list). The note issuance is an asset-backed securities transaction backed by securitized trademarks and license agreements, certain joint-venture interests, and other securitized intellectual property (IP) assets, including the right to receive payments in connection therewith. The preliminary ratings are based on information as of Nov. 12, 2012. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect our view of -- The strength of the Iconix brands, the likelihood for the brands to survive through a bankruptcy of Iconix Brand Group Inc. (Iconix), and the brands' resulting capacity to continue to generate sufficient cash flows from business operations, provided that adequate servicing remains in place. -- Iconix's business risk profile. -- The projected cash flows supporting the notes. -- A reserve account funded with three months of interest expense, a letter of credit, or both, and the servicer's obligation to make interest and collateral protection advances to the extent deemed recoverable. -- The transaction's legal and payment structures. RELATED CRITERIA AND RESEARCH Related Criteria -- Principles Of Credit Ratings, Feb. 16, 2011 -- U.S. Corporate Securitization Transactions, Oct. 24, 2006 Related Research -- Presale: Icon Brand Holdings LLC, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC, Icon NY Holdings LLC - Series 2012-1, Nov. 12, 2012 -- Global Structured Finance Scenario And Sensitivity Analysis: The Effects Of The Top Five Macroeconomic Factors, Nov. 4, 2011 PRELIMINARY RATINGS ASSIGNED Icon Brand Holdings LLC, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC, Icon NY Holdings LLC - Series 2012-1 Class Rating Amount (mil. $)(i) A-1 BBB (sf) 100 A-2 BBB (sf) 500 (i)The notional for the class A-2 notes on the closing date is expected to be $500 million. An additional issuance of up to $500 million of the class A-2 notes may occur within three years of the closing date, subject to the satisfaction of certain conditions. Our analysis assumes the entire $1 billion of class A-2 notes is issued at close.