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Fossil Group, Inc. Announces ABL Refinancing and Transaction Support Agreement for Debt Exchange

RICHARDSON, Texas, Aug. 13, 2025 (GLOBE NEWSWIRE) -- Fossil Group, Inc. (NASDAQ:FOSL) ("Fossil" or the "Company") today announced that it has refinanced its ABL and entered into a Transaction Support Agreement providing for an exchange of its outstanding notes.

A new $150 million asset-based revolving credit facility with Ares Management Credit funds (the "New ABL Facility"). The new facility has a maturity date of August 13, 2030 and is priced at SOFR plus 500 basis points.

A Transaction Support Agreement with certain funds managed by HG Vora Capital Management, LLC and Nantahala Capital (collectively, the "Consenting Noteholders"), beneficially owning approximately 59% in aggregate of Fossil's 7.00% Senior Notes due 2026 ("Unsecured Notes").

The Company appreciates the support of its Consenting Noteholders and their decision to enter into the Transaction Support Agreement, allowing the Company to enter its next phase of growth with a strong balance sheet.

The transactions contemplated under the Transaction Support Agreement provide for an exchange offer whereby the Company will offer to holders of Unsecured Notes the opportunity to:

Participate for a pro rata portion of a new money investment of up to $32.5 million for new 9.5% First-Out Senior Secured Notes due 2029 ("First Out Notes") (at a purchase price equal to 100% of the face amount of First Out-Notes so purchased) (the "New Money Investment");

Tender Unsecured Notes in exchange for either (1) if such noteholder funds the full amount of its pro rata portion of the New Money Investment, new First Out Notes, or (2) if such noteholder does not fund its pro rata portion of the New Money Investment, new 7.5% Second-Out Senior Secured Notes due 2029 ("Second-Out Notes"), in each case, at 100% of the face amount of its Unsecured Notes, together with, in each case, their portion of warrants as described below (together with the New Money Investment, the "Registered Offerings"); and

Receive a pro rata portion of warrants based on the amount of Unsecured Notes exchanged into First-Out Notes or Second-Out Notes in the Registered Offerings, irrespective of ...