Fossil Group, Inc. Launches Exchange Offer, Consent Solicitation, and Rights Offering for Its Senior Notes
Exchange Offer Announcement: Fossil Group, Inc. has initiated an exchange offer for its outstanding 7.00% Senior Notes due 2026, allowing holders to exchange these for new First-Out or Second-Out Notes, along with warrants, depending on their participation in a New Money Financing.
Consent Solicitation and Proposed Amendments: Concurrently, the company is soliciting consent from note holders for amendments to the indenture governing the Old Notes, which includes changes to covenants and subordination terms, with participation in the exchange deemed as consent to these amendments.
Rights Offering Launch: Alongside the exchange offer, Fossil is launching a rights offering for holders of Old Notes, enabling them to purchase new First-Out Notes and receive shares of common stock, contingent on their subscription for a required amount.
Transaction Conditions and Deadlines: The exchange offer and related transactions are subject to various conditions, including a minimum tender condition, and are set to expire on October 7, 2025, unless extended due to regulatory approvals.
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- Executive Appointment: Fossil Group announced the appointment of Shannon Freeze as Chief People and Communications Officer, effective February 23, 2026, aiming to strengthen the company's culture and leadership capabilities.
- Rich Background: During her 13-year tenure at Texas Instruments as Global Benefits, People Operations & Systems Leader, Freeze was responsible for attracting top talent and designing a global organizational structure, showcasing her deep expertise in talent management.
- Strategic Development: Freeze expressed her commitment to evolving the company's talent strategy, enhancing leadership effectiveness, and ensuring the culture aligns with the long-term strategic plan, highlighting Fossil's focus on future growth.
- Global Perspective: With a diverse industry background, Freeze's international experience will provide Fossil's team with a global outlook, further enhancing the company's competitive edge and organizational capability.
- Innovative Medicine Growth: Johnson & Johnson's Innovative Medicine unit has seen a 35.3% growth over the past six months, driven by key products like Darzalex, Tremfya, and Erleada, showcasing the company's strong performance in the pharmaceutical market.
- MedTech Improvement: The MedTech segment has shown operational growth in the past two quarters, with expectations for sales growth in both segments to further enhance profitability in 2026, strengthening the company's future earnings potential.
- Patent Cliff Challenges: Despite facing significant challenges from the Stelara patent cliff and issues in MedTech China, uncertainty remains for 2025; however, the company's positive record of earnings surprises in recent quarters supports its future outlook.
- Stable Market Expectations: Ahead of the upcoming Q4 earnings report, market estimates for Johnson & Johnson remain stable, reflecting investor confidence in its sustained growth potential.
Consumer Discretionary Sector Performance: The Consumer Discretionary Select Sector SPDR ETF rose by 1%, making it the top-performing sector among the 11 S&P groups last week.
Weakness in Major Holdings: Despite the sector's overall gain, major holdings like Home Depot and Nike saw declines of 4% and 13%, respectively.
Nike's Notable Decline: Nike's 13% drop represents its worst weekly performance since late June 2024, indicating ongoing challenges in the athletic apparel market.
Adidas Struggles: Adidas is also facing difficulties, currently trading 30% below its most recent 52-week high.

Stock Performance: Fossil Group, Inc. shares have dropped 17.7% since their Q3 earnings report, with a 24% decline over the past month, significantly underperforming the S&P 500 index.
Financial Results: The company reported a wider adjusted net loss of 63 cents per share and a 6.1% decrease in net sales to $270.2 million, primarily due to challenges in direct-to-consumer channels.
Operational Challenges: Fossil's gross profit fell by 6.9%, and the company faced a significant operating loss of $21.7 million, despite efforts to reduce operating expenses through restructuring.
Future Outlook: Despite the poor Q3 results, Fossil maintains its full-year guidance, expecting a mid-teens decline in worldwide net sales and has completed a major restructuring to enhance liquidity and extend debt maturity.
Textiles Market Performance: Textiles shares experienced a decline of approximately 2.7% on Monday, with Fossil Group and Carters leading the drop at 7.3% and 6.1%, respectively.
Sector Laggards: The textiles sector was identified as one of the laggards in the market, alongside general contractors and builders.
Market Commentary: The views expressed in the article are those of the author and do not necessarily represent Nasdaq, Inc.
Video Content: A video segment highlights the performance of the lagging sectors, including general contractors, builders, and textiles.
Financial Loss: Fossil Group Inc. reported a loss of $39.9 million in its third quarter, equating to 76 cents per share.
Adjusted Loss: When adjusted for non-recurring costs, the loss was 63 cents per share.
Revenue Figures: The company generated revenue of $270.2 million during the same period.
Company Background: Fossil Group is based in Richardson, Texas, and specializes in watches and accessories.








