PLBY Group Inc (PLBY)

[ICEQUITY]

$PLA Playboy Enterprises, Inc Statement of Ownership: Private Transaction (SC 13E3) Transaction Valuation $147,853,698

The transaction valuation is estimated solely for purposes of calculating the filing fee. The calculation assumes the purchase of all issued and outstanding shares of voting Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and non-voting Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), of Playboy Enterprises, Inc., a Delaware corporation, other than shares of Common Stock owned by certain trusts controlled by Hugh M. Hefner (the “Hefner Trusts”), Scott N. Flanders, the Company’s Chief Executive Officer, Icon Acquisition Holdings, L.P., a Delaware limited partnership (“Purchaser”), or Icon Merger Sub, Inc., a Delaware corporation (“Sub”), at a purchase price of $6.15 per share, net to the seller in cash. As of January 9, 2011, there were 4,864,102 shares of Class A Common Stock outstanding and 28,883,657 shares of Class B Common Stock outstanding. As of January 9, 2011, the Hefner Trusts, Purchaser and Sub collectively owned 3,381,836 shares of Class A Common Stock and 7,935,596 shares Class B Common Stock. As a result, this calculation assumes the purchase of 1,482,266 shares of Class A Common Stock and 20,904,236 shares of Class B Common Stock. The transaction value also includes (a) the excess, if any, of the offer price of $6.15 per share over the exercise price per share of each option to purchase shares of Class B Common Stock, multiplied by the number of outstanding shares covered by such option and (b) the offer price of $6.15 per share multiplied by the number of outstanding restricted stock units. As of January 9, 2011, there were 2,236,908 options outstanding exercisable at prices lower than the offer price of $6.15 per share and 335,596 restricted stock units outstanding.

** The filing fee was determined by multiplying the transaction value by the filing fee of $116.10 per one million dollars of transaction value, in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and the Fee Rate Advisory No. 1 for fiscal year 2011 issued by the Securities and Exchange Commission on April 30, 2010.

x Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: $17,166
Form or Registration No.: Schedule TO

Filing Party: Icon Merger Sub, Inc.
Date Filed: January 24, 2011
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Statement”) is being filed by Playboy Enterprises, Inc., a Delaware corporation (the “Company”), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below. The Company, as the filing person, is the subject company.
This Statement relates to the offer by Icon Merger Sub, Inc., a Delaware corporation (“Sub”) and a wholly owned subsidiary of Icon Acquisition Holdings, L.P., a Delaware limited partnership (“Purchaser”), which are entities formed by Hugh M. Hefner, the Company’s Editor-in-Chief and Chief Creative Officer and controlling stockholder, as disclosed in the combined Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO, dated January 24, 2011 (as amended or supplemented from time to time, the “Schedule TO”) and filed with the Securities and Exchange Commission (the “SEC”), to purchase all of the issued and outstanding shares (the “Shares”) of the Company’s voting Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and non-voting Class B common stock, par value $0.01 per share (the “Class B Common Stock”), at a purchase price of $6.15 per Share (the “Offer Price”), net to the holder in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 24, 2011 (the “Offer to Purchase”), and in the related Letters of Transmittal (collectively, the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitutes the “Offer”).
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of January 9, 2011, by and among the Company, Purchaser and Sub (the “Merger Agreement”). The Merger Agreement provides, among other things, for the merger of Sub with and into the Company (the “Merger”) in accordance with the Delaware General Corporation Law (the “DGCL”). The Offer is conditioned upon, among other things, that:

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More than 50% of the Shares outstanding on the expiration date of the Offer (other than any Shares held by certain members of the Purchaser Group (as defined below)) be validly tendered and not withdrawn. This condition, which is not waivable, is referred to as the “Minimum Tender Condition.”


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There be validly tendered and not withdrawn such number of shares of the Class A Common Stock that, together with any other shares of such class beneficially owned by one or more members of the Purchaser Group, constitutes at least 90% of the outstanding shares of the shares of the Class A Common Stock on the expiration date (after giving effect to any Top-Up Option Shares (as defined in the Merger Agreement), if any, that are issued or issuable to Sub pursuant to the terms of the Merger Agreement). This condition is referred to as the “Threshold Condition.”

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