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

RICHARDSON, Texas, Sept. 09, 2025 (GLOBE NEWSWIRE) -- Fossil Group, Inc. (NASDAQ: FOSL) (the “Company”) announced today that it has commenced an exchange offer (the “Exchange Offer”) and, accordingly, is offering to exchange any and all of the Company’s outstanding 7.00% Senior Notes due 2026 (the “Old Notes”) for (i) in the case of a holder of Old Notes (a “Holder”) that validly participates in the New Money Financing (as defined herein) (a “New Money Participant”), (A) 9.500% First-Out First Lien Secured Senior Notes due 2029 (“First-Out Notes”) in an amount equal to 100% of the face amount of such First-Out Notes per equal face amount of Old Notes validly tendered (and not validly withdrawn) and (B) such Holder’s pro rata portion of warrants (the “Initial Public Warrants”) exercisable into either shares of Common Stock, par value $0.01 per share (“Common Stock”) or pre-funded warrants exercisable into shares of Common Stock; and (ii) in the case of a Holder that does not purchase First-Out Notes in the New Money Financing (a “Non-New Money Participant”), (A) 7.500% Second-Out Second Lien Secured Senior Notes due 2029 (“Second-Out Notes,” and together with the First-Out Notes, “New Notes”) in an amount equal to 100% of the face amount of such Second-Out Notes per equal face amount of Old Notes validly tendered (and not validly withdrawn), and (B) such Holder’s pro rata portion of Initial Public Warrants. To validly participate in the Exchange Offer, a Holder must tender all their Old Notes.