Fossil Group, Inc. Announces Commencement of Exchange Offer, Consent Solicitation and Rights Offering Relating to Its Senior Notes

Core Points - Fossil Group, Inc. has initiated an exchange offer to swap its outstanding 7.00% Senior Notes due 2026 for new notes and warrants, with different terms for participants in the New Money Financing and those who do not participate [1][2][3] - The company is also soliciting consent from note holders for proposed amendments to the indenture governing the Old Notes, which includes modifications to covenants and events of default [2][3] - A rights offering is being launched concurrently, allowing holders to purchase new First-Out Notes and receive shares of Common Stock based on their subscription [5][6] Exchange Offer - The exchange offer allows holders to exchange Old Notes for either 9.500% First-Out Notes or 7.500% Second-Out Notes, depending on their participation in the New Money Financing [1][8] - Holders who participate will also receive pro rata portions of Initial Public Warrants [1][8] - The exchange offer will expire at 5:00 PM New York City time on October 7, 2025, with potential extensions based on the effectiveness of registration statements [10] Consent Solicitation - The consent solicitation seeks approval for amendments to the Old Notes Indenture, including the removal of certain covenants and the subordination of Old Notes to New Notes [2][9] - Holders who tender their Old Notes will be deemed to have consented to these amendments and appointed a proxy for a potential UK Proceeding [3][9] Rights Offering - The rights offering provides holders with Subscription Rights to purchase First-Out Notes at 100% of their face value, with a share of Common Stock for every $34.06 of First-Out Notes purchased [5][6] - A total of $12,941,327 of First-Out Notes will be offered to non-supporting holders, while $19,558,673 will be allocated to supporting holders [6] Supporting Holders - Supporting Holders, who hold approximately 60% of the Old Notes, have agreed to participate in the New Money Financing and support the proposed amendments and UK Proceeding [12] - They will exchange their Old Notes for new First-Out Notes and have committed to purchasing additional notes if not all holders participate in the rights offering [12]