Fossil Group swaps 7.00% 2026 notes for 2029 secured debt
Fossil Group, Inc. announced that the High Court of Justice of England and Wales sanctioned a restructuring plan under Part 26A for the Company’s 7.00% Senior Notes due 2026.
Rhea-AI Filing Summary
Fossil Group, Inc. announced that the High Court of Justice of England and Wales sanctioned a restructuring plan under Part 26A for the Company’s 7.00% Senior Notes due 2026.
Implementation of the plan will cancel the 2026 Notes and the Company will issue two new secured tranches: 9.500% First-Out First Lien Secured Senior Notes due 2029 and 7.500% Second-Out Second Lien Secured Senior Notes due 2029. The plan was pursued through subsidiary Fossil (UK) Global Services Ltd. Fossil furnished a press release as Exhibit 99.1.
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Insights
Court-sanctioned plan exchanges 2026 notes for new secured 2029 tranches.
The sanctioned UK Part 26A plan replaces Fossil’s 7.00% 2026 notes with two secured instruments: 9.500% first-out first lien and 7.500% second-out second lien, both due 2029. This restructures maturities and introduces a collateralized, tiered priority structure, with first-out debt paid ahead of second-out.
Secured, first-lien status typically increases repayment priority relative to unsecured obligations, while split-lien tranches shape cash waterfall and remedies. The company’s cautionary language highlights risks, including compliance with restrictive covenants in the new notes.
Future disclosures may detail covenant terms and any related conditions. The ultimate effects depend on final documentation and ongoing performance under these instruments.
8-K Event Classification
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 8.01 | Other Events. |
On November 10, 2025, Fossil Group, Inc. (the “Company”) issued a press release announcing that its subsidiary, Fossil (UK) Global Services Ltd, has been granted an order from the High Court of Justice of England and Wales 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 and 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.
A copy of the press release issued on November 10, 2025 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Document Description | |
| 99.1 | Press Release, dated November 10, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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Forward-Looking Statements
This report contains statements that are not purely historical and may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 prospectus (the “Prospectus”) dated September 25, 2025, as supplemented by a prospectus supplement dated October 16, 2025, in the registration statement (including a prospectus) on Form S-3, as amended and supplemented (File No. 333-290139) (the “S-3 Registration Statement”) and the 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”) 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 transactions contemplated by 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 report 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 report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FOSSIL GROUP, INC. | ||
| By: | /s/ Randy S. Hyne | |
| Name: Randy S. Hyne | ||
| Title: Chief Legal Officer and Secretary | ||
Date: November 10, 2025
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