Fossil Group Commences Exchange Offer and Rights Offering for Senior Notes

Fossil Group has commenced an exchange offer for its 7.00% Senior Notes due 2026, offering to exchange the old notes for 9.500% First-Out First Lien Secured Senior Notes due 2029 for holders who participate in the New Money Financing. The company also announced a consent solicitation and rights offering relating to its senior notes.

Fossil Group, Inc. (NASDAQ: FOSL) has announced a significant financial restructuring by commencing an exchange offer for its outstanding 7.00% Senior Notes due 2026. The company is offering to exchange these notes for new 9.500% First-Out First Lien Secured Senior Notes due 2029, contingent on participation in the New Money Financing. This move is part of a broader effort to improve the company's financial health and liquidity.

The exchange offer, which is set to expire at 5:00pm New York City time on October 7, 2025, allows holders of the Old Notes to tender their securities for new First-Out Notes and warrants. Holders who participate in the New Money Financing will receive First-Out Notes and warrants, while those who do not participate will receive 7.500% Second-Out Second Lien Secured Senior Notes due 2029 and warrants Fossil Group, Inc. Announces Commencement of Exchange Offer, Consent Solicitation and Rights Offering Relating to Its Senior Notes^[1].

Additionally, Fossil Group is soliciting consent from note holders to amend the base indenture governing the Old Notes. The proposed amendments include removing or modifying certain covenants and events of default and subordinating the Old Notes to the new notes Fossil Group, Inc. Announces Commencement of Exchange Offer, Consent Solicitation and Rights Offering Relating to Its Senior Notes^[1].

The company has also launched a rights offering, allowing holders of Old Notes to purchase First-Out Notes at a purchase price equal to 100% of the face amount. This offering is structured to incentivize participation and provide holders with additional shares of Common Stock Fossil Group, Inc. Announces Commencement of Exchange Offer, Consent Solicitation and Rights Offering Relating to Its Senior Notes^[1].

The exchange offer and related transactions are subject to various conditions, including the satisfaction of a minimum tender condition and the effectiveness of registration statements with the Securities and Exchange Commission. If these conditions are not met, the company may proceed with a UK Proceeding to implement the restructuring Fossil Group, Inc. Announces Commencement of Exchange Offer, Consent Solicitation and Rights Offering Relating to Its Senior Notes^[1].

The exchange offer and related transactions are designed to enhance Fossil Group's financial position and provide more favorable terms to note holders. However, the success of these transactions is contingent upon the satisfaction of the outlined conditions and the participation of note holders.

References:
Fossil Group, Inc. Announces Commencement of Exchange Offer, Consent Solicitation and Rights Offering Relating to Its Senior Notes^[1]: Fossil Group, Inc. (2025). Fossil Group Commences Exchange Offer for 7.00% Senior Notes. Retrieved from https://finance.yahoo.com/news/fossil-group-inc-announces-commencement-220000597.html