Fossil Announces Extension of Exchange Offer For Its Senior Notes

Rhea-AI Summary

Fossil (NASDAQ: FOSL) extended its Exchange Offer, Consent Solicitation and concurrent Rights Offering deadline from 5:00pm ET on Oct 7, 2025 to 5:00pm ET on Oct 15, 2025. The company plans to proceed with the previously disclosed UK Proceeding schedule, including a Convening Hearing on Oct 15, 2025, and may make corresponding indenture amendments prior to a definitive determination under the Transaction Support Agreement.

As of 5:00pm ET on Oct 7, 2025, $107,920,500 of the Old Notes had been validly tendered, representing 71.95% of $150,000,000 outstanding; $102,078,075 came from new-money participants (68.05%). Registration Statements on Form S-3 and S-4 have been filed with the SEC.

Positive

• Tendered notes represent 71.95% of $150.0M outstanding
• New-money participation of $102.08M (68.05%)
• Extension preserves opportunity to increase acceptances by Oct 15, 2025

Negative

• Outstanding Old Notes remain $150.0M, indicating remaining creditor exposure
• Non-new-money tenders only $5.84M (3.90%), limiting shareholder-supported exchange breadth

Insights

Restructuring Strategist

Fossil extended its Exchange Offer and shows ~71.95% of Old Notes tendered; outcome still contingent on the UK Proceeding.

Fossil Group extended the expiration of its Exchange Offer, Consent Solicitation and Rights Offering to October 15, 2025 and reports 71.95% of the 7.00% Senior Notes due 2026 tendered as of the prior deadline. The company will continue with the parallel UK Proceeding on the same schedule, including the Convening Hearing on October 15, 2025, and reserves rights to amend or terminate the transactions.

The business mechanism at work is a debt exchange/consent package paired with a rights offering to restructure outstanding obligations under the Old Notes; the fact that a supermajority of principal has been tendered indicates material creditor engagement but not unanimous support. Execution depends directly on final consent thresholds, any UK Proceeding amendments becoming effective, and whether remaining holders accept the terms.

Risks include the conditional nature of amendments, the company’s stated reliance on its restructuring plan and prospective asset sales, and potential costs or delays if the transactions do not consummate. Watch the October 15, 2025 Convening Hearing, final tender/consent tallies after the extended deadline, and any filings reflecting amendments to the Old Notes Indenture within days-weeks following that date.

RICHARDSON, Texas, Oct. 08, 2025 (GLOBE NEWSWIRE) -- Fossil Group, Inc. (NASDAQ: FOSL) (the “Company”) announced today that, in connection with its previously announced offer to exchange (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) with respect to its 7.00% Senior Notes due 2026 (the “Old Notes”), it has extended the expiration of the Exchange Offer, Consent Solicitation and its concurrent rights offering (the “Rights Offering”) from 5:00pm New York City time on October 7, 2025 to 5:00pm New York City time on October 15, 2025. The Company intends to proceed concurrently with the UK Proceeding on the previously disclosed schedule, including the Convening Hearing scheduled for Wednesday, October 15, 2025. In addition, the Company may make effective the UK Proceeding Amendments to the Indenture for the Old Notes prior to a definitive determination that the Company is required to proceed with the UK Proceeding pursuant to the Transaction Support Agreement (and, if applicable, will make corresponding amendments to the Exchange Offer Amendments to the Old Notes Indenture). All other terms, provisions and conditions of the Exchange Offer, Consent Solicitation and Rights Offering will remain in full force and effect, and capitalized terms used but not defined herein have the meanings ascribed to them in the prospectus included in the Registration Statements (as defined herein). The Company reserves the right to terminate, withdraw, amend or further extend the Exchange Offer, the Consent Solicitation and the Rights Offering independently of each other at any time and from time to time, as described in the Registration Statements.

As of 5:00pm New York City time on October 7, 2025, according to Epiq Corporate Restructuring, LLC, the Information, Exchange and Subscription Agent for the Exchange Offer, Consent Solicitation and Rights Offering, the principal amount of Old Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby deemed validly given and not validly revoked) in the Exchange Offer, Consent Solicitation and Supporting Holders Exchange (as defined in the Registration Statements).

Option	Description	CUSIP No.	Principal Amount Tendered		Percentage of $150,000,000 Aggregate Outstanding Principal Amount Tendered
New Money Participants	7.00% Senior Notes due 2026	34988 V304	$102,078,075		68.05	%
Non-New Money Participants	7.00% Senior Notes due 2026	34988 V304	$5,842,425		3.90	%
Total	7.00% Senior Notes due 2026	34988 V304	$107,920,500		71.95	%

The Company has filed a registration statement (including a prospectus) on Form S-3, as amended (File No. 333-290139) (the “S-3 Registration Statement”), and a registration statement (including a prospectus) on Form S-4, as amended (File No. 333-290141) (together with the S-3 Registration Statement, the “Registration Statements”), in connection with the Exchange Offer, Consent Solicitation and Rights Offering with the U.S. Securities and Exchange Commission (the “SEC”). Before you invest, you should read the prospectus dated September 25, 2025 in the Registration Statements, any prospectus supplement thereto, and other documents the Company has filed with the SEC for more complete information about the Company and the offerings. You may get these documents for free by visiting EDGAR on the SEC website (www.sec.gov). Alternatively, Epiq Corporate Restructuring, LLC will arrange to send you the prospectus if you request it by emailing registration@epiqglobal.com (with the subject line to include “Fossil”) or via phone at +1 (646) 362-6336. Any questions regarding the terms of the transactions contemplated by the Registration Statements may be directed to Cantor Fitzgerald & Co., as dealer manager, via email at Ian.Brostowski@cantor.com (with the subject line to include “Fossil”) or phone at +1 (212) 829-7145; Attention: Tom Pernetti and Ian Brostowski.

Cautionary Note About Forward Looking Statements

This press release contains statements that are not purely historical and may be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “aim” “seek,” “believe,” “continue,” “will,” “may,” “would,” “could” or “should” or other words of similar meaning. There are several factors which could cause the Company’s actual plans and results to differ materially from those expressed or implied in forward-looking statements and these forward-looking statements are based on information available to us as of the date hereof and represent management’s current views and assumptions. Such factors include, but are not limited to: risks related to the success of our restructuring and turnaround plans; risks related to strengthening our balance sheet and liquidity and improving working capital; risks related to our planned non-core asset sales; increased political uncertainty; the effect of worldwide economic conditions, including recessionary risks; the effect of pandemics; the impact of any activist shareholders; the failure to meet the continued listing requirements of NASDAQ; significant changes in consumer spending patterns or preferences and lower levels of consumer spending resulting from inflation, a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; interruptions or delays in the supply of key components or products; acts of war or acts of terrorism; loss of key facilities; a data security or privacy breach or information systems disruptions; changes in foreign currency valuations in relation to the U.S. dollar; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced product lines; changes in the mix of product sales; the effects of vigorous competition in the markets in which we operate; compliance with debt covenants and other contractual provisions and our ability to meet debt service obligations; risks related to the success of our business strategy; the termination or non-renewal of material licenses; risks related to foreign operations and manufacturing; changes in the costs of materials and labor; government regulation and tariffs; our ability to secure and protect trademarks and other intellectual property rights; levels of traffic to and management of our retail stores; if the transactions contemplated by the Registration Statements are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to us on acceptable terms, or at all, which in turn may impact our ability to continue as a going concern; the significant costs incurred by us in connection with the transactions contemplated by the Registration Statements; our inability to comply with the restrictive debt covenants contained in the new notes to be issued in connection with the Registration Statements; and loss of key personnel or failure to attract and retain key employees and the outcome of current and possible future litigation. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors discussed from time to time in the Company’s filings with the SEC, including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 12, 2025, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025, and August 14, 2025, and subsequent filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov. For the reasons described above, we caution you against relying on any forward-looking statements. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of this press release.

Investor Relations

Christine Greany
The Blueshirt Group
(858) 722-7815
christine@blueshirtgroup.com

Media Contact

Brunswick Group LLP
Fossilgroup@brunswickgroup.com

FAQ

What deadline did Fossil (FOSL) set for the extended exchange offer and rights offering?

Fossil extended the deadline to 5:00pm New York City time on October 15, 2025.

How much of Fossil's 7.00% Senior Notes due 2026 had been tendered as of Oct 7, 2025?

$107,920,500 had been validly tendered, equal to 71.95% of the $150,000,000 aggregate outstanding principal.

How much new-money participation did Fossil report in the exchange as of Oct 7, 2025?

New-money participants tendered $102,078,075, representing 68.05% of outstanding principal.

Will Fossil proceed with related UK proceedings alongside the exchange offer?

Yes; Fossil intends to proceed on the previously disclosed UK Proceeding schedule, including the Convening Hearing on Oct 15, 2025.

Did Fossil file required registration statements with the SEC for the transactions?

Yes; Fossil filed Form S-3 (No. 333-290139) and Form S-4 (No. 333-290141) registration statements.

Can Fossil change or terminate the Exchange Offer, Consent Solicitation, or Rights Offering?

Yes; the company reserves the right to terminate, withdraw, amend or further extend any of the transactions independently, as described in the Registration Statements.