Fossil Announces Grant of Sanction Order

Rhea-AI Summary

Fossil (NASDAQ: FOSL) announced that its subsidiary Fossil (UK) Global Services Ltd received a Sanction Order from the High Court of Justice of England and Wales on Nov 10, 2025 approving a Restructuring Plan for the company's 7.00% Senior Notes due 2026.

Under the plan the 7.00% Notes due 2026 will be cancelled in full and the company will issue 9.500% First-Out First Lien Secured Senior Notes due 2029 and 7.500% Second-Out Second Lien Secured Senior Notes due 2029. Registration statements on Form S-3 and Form S-4 have been filed and the Explanatory Statement and related documents are available at https://dm.epiq11.com/fossil.

Positive

• High Court granted Sanction Order on Nov 10, 2025
• Cancellation of 7.00% Senior Notes due 2026
• Issuance of 9.500% First-Out and 7.500% Second-Out notes due 2029
• Form S-3 and S-4 registration statements filed

Negative

• New notes carry higher coupons: 9.500% and 7.500% vs prior 7.00%
• New notes are secured and tranched as first-out/second-out, altering creditor priority

Insights

Restructuring analyst

Court-sanctioned debt swap cancels 2026 notes and issues secured 2029 notes, advancing near-term liquidity steps.

Fossil obtained a High Court Sanction Order approving a restructuring plan that cancels the 7.00% Senior Notes due 2026 and issues new secured notes: 9.500% First-Out First Lien and 7.500% Second-Out Second Lien, both due 2029.

The business mechanism replaces an imminent unsecured maturity with longer-dated secured obligations and increases coupon burdens. The plan depends on successful implementation steps, the availability of proceeds under the filed registration statements, and the formal posting of the Sanction Order and Explanatory Statement on the plan website.

Key risks include execution of the issuance and any conditions in the registration statements. Watch the Plan Website for the Sanction Order and the SEC filings for the prospectus supplements in the near term; monitor developments through 2029 as the new notes mature.

RICHARDSON, Texas, Nov. 10, 2025 (GLOBE NEWSWIRE) -- Fossil Group, Inc. (NASDAQ: FOSL) (the “Company”) announced today that its subsidiary, Fossil (UK) Global Services Ltd (the “Plan Company”), has been granted an order from the High Court of Justice of England and Wales (the “Sanction Order”) sanctioning the restructuring plan under Part 26A of the UK Companies Act 2006 (as amended) (the “Restructuring Plan”) in respect of the 7.00% Senior Notes due 2026 issued by the Company (the “Notes”). Implementation of the Restructuring Plan will result in the cancellation in full of the Notes, the issuance by the Company of 9.500% First-Out First Lien Secured Senior Notes due 2029 and 7.500% Second-Out Second Lien Secured Senior Notes due 2029.

Franco Fogliato, CEO said: “The High Court’s decision to sanction the Restructuring Plan is an important and advanced step as we look to address Fossil’s upcoming debt maturity and provide additional liquidity to support our turnaround plan.”

“The Fossil team remains committed to delivering strong execution of our consumer-focused, brand-led model – leveraging our portfolio of iconic brands, global reach and 40-year watchmaking heritage to drive long-term profitable growth and maximize value for all of our stakeholders.”

Further Information:

A copy of the document in which the terms of the Restructuring Plan are contained, and a copy of the statement required to be furnished pursuant to section 901D of the Companies Act 2006 (as amended) (the “Explanatory Statement”), are available online through the website https://dm.epiq11.com/fossil (the “Plan Website”) which was set up by Epiq Corporate Restructuring, LLC as the information agent in respect on the Restructuring Plan (the “Information Agent”). Plan Creditors may also access the Explanatory Statement for free by visiting EDGAR on the U.S. Securities and Exchange Commission (“SEC”) website (www.sec.gov). A copy of the Sanction Order, once available, will also be uploaded to the Plan Website.

For further details on the proposed Notes Restructuring and its terms, please refer to the Company’s previous announcements on August 13, 2025, September 9, 2025, September 23, 2025, September 25, 2025, October 8, 2025, October 16, 2025, October 23, 2025, October 30, 2025, November 4, 2025, and November 6, 2025.

Plan Website: https://dm.epiq11.com/fossil

Contact Details:

Information Agent
Epiq Corporate Restructuring, LLC
registration@epiqglobal.com (referencing “Fossil” in the subject line)

Retail Advocate
Jon Yorke
jy@fgadvocate.com

Investor Relations
Christine Greany
The Blueshirt Group
christine@blueshirtgroup.com

Media Contact
Brunswick Group LLP
Fossilgroup@brunswickgroup.com

Where You Can Find Additional Information

This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to buy or sell any security.

The Company has filed with the SEC a registration statement (including a prospectus) on Form S-3, as amended and supplemented (File No. 333-290139) (the “S-3 Registration Statement”) and a registration statement (including a prospectus) on Form S-4, as amended and supplemented (File No. 333-290141) (together with the S-3 Registration Statement, the “Registration Statements”) in connection with the Restructuring Plan. Before you invest, you should read the prospectus (the “Prospectus”) dated September 25, 2025 in the Registration Statements, as supplemented by a prospectus supplement dated October 16, 2025 and any further 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.

About Fossil Group, Inc.

Fossil Group, Inc. is a global design, marketing and distribution company that specializes in consumer fashion accessories. Under a diverse portfolio of owned and licensed brands, our offerings include men’s and women’s fashion watches and jewelry, handbags, small leather goods, belts and sunglasses. The Company and its subsidiaries (the “Fossil Group”) are committed to delivering the best in design and innovation across our owned brands, Fossil, Michele, Relic, Skagen and Zodiac, and licensed brands. The Fossil Group brings each brand story to life through an extensive distribution network across numerous geographies, categories and channels. Certain press releases and SEC filing information concerning the Company are also available at www.fossilgroup.com.

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 U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. 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 actual plans and results of the Company and the Plan Company (collectively, the “Companies”) to differ materially from those expressed or implied in forward-looking statements and these forward-looking statements are based on information available to the Companies 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 the Company’s restructuring and turnaround plans; risks related to strengthening the Company’s balance sheet and liquidity and improving working capital; risks related to the Company’s 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 the Company’s 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 the Company operates; compliance with debt covenants and other contractual provisions and the Company’s ability to meet its debt service obligations; risks related to the success of the Company’s 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; the Company’s ability to secure and protect trademarks and other intellectual property rights; levels of traffic to and management of the Company’s retail stores; if the transactions contemplated by the Registration Statements and the Restructuring Plan are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to the Companies on acceptable terms, or at all, which in turn may impact the Companies’ ability to continue as a going concern; the significant costs incurred by the Companies in connection with the transactions contemplated by the Registration Statements and the Restructuring Plan; our inability to comply with the restrictive debt covenants contained in the new notes to be issued in connection with the Registration Statements and the Restructuring Plan; 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 the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2025, the Company’s 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, the Companies caution you against relying on any forward-looking statements. Any forward-looking statement made in this press release speaks only as of the date on which it was made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for to predict all of them. The Companies 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 Companies or its management as of any date subsequent to the date of this press release.

FAQ

What did Fossil (FOSL) announce on November 10, 2025 regarding its debt restructuring?

Fossil announced a High Court-sanctioned Restructuring Plan that cancels its 7.00% Senior Notes due 2026 and issues new secured notes due 2029.

Which new securities will Fossil issue under the Restructuring Plan (FOSL)?

Fossil will issue 9.500% First-Out First Lien Secured Senior Notes due 2029 and 7.500% Second-Out Second Lien Secured Senior Notes due 2029.

Where can investors find the Restructuring Plan documents for Fossil (FOSL)?

Plan documents and the Explanatory Statement are available at https://dm.epiq11.com/fossil and on EDGAR at www.sec.gov.

Does the Nov 10, 2025 Sanction Order change Fossil's upcoming 2026 note maturity?

Yes; under the sanctioned plan the 7.00% Senior Notes due 2026 will be cancelled and replaced by the 2029 secured notes.

Did Fossil file required SEC registration statements for the securities (FOSL)?

Yes; Fossil filed registration statements on Form S-3 and Form S-4 in connection with the Restructuring Plan.