福斯尔美股招股说明书(2025-09-25版)

Offer to ExchangeAny and All Outstanding 7.00% Senior Notes due 2026 issued by Fossil Group, Inc. (“Old Notes”) for in the case of New Money Participants (as defined herein), 9.500%First-OutFirst Lien Secured Senior Notes due 2029(“First-OutNotes”) and InitialPublic Warrants (as defined herein) to purchase (i)common stock, par value $0.01 per share (“Common Stock”) or(ii)pre-fundedwarrants(“Pre-FundedPublic Warrants”) to purchase Common Stock OR in the case ofNon-NewMoney Participants (as defined herein), 7.500%Second-OutSecond Lien Secured Senior Notes due 2029(“Second-OutNotes”)and Initial Public Warrants AND Solicitation of consents to amend the Old Notes Indenture AND Offer by way ofSubscription Rights to purchaseFirst-OutNotes in the New Money Financing (as defined herein) and to receive on account of such purchase one shareof Common Stock for each $34.06 ofFirst-OutNotes so purchased (any holders who purchase such Subscription Rights being referred to herein as“New Money Participants”) Exchange Offer Upon and subject to the conditions set forth in this prospectus, Fossil Group, Inc. (the “Company”) is offering to exchange any and all of the Company’sOld Notes for (i)in the case of a holder of Old Notes (a “Holder”) that is a New Money Participant,(A)First-OutNotes in an amount equal to 100% ofthe face amount of suchFirst-OutNotes per equal face amount of Old Notes validly tendered (and not validly withdrawn) and (B)such Holder’sprorataportion of Initial Public Warrants; and (ii)in the case of a Holder that is aNon-NewMoney Participant,(A)Second-OutNotes (together with theFirst-OutNotes, “New Notes”) in an amount equal to 100% of the face amount of suchSecond-OutNotes per equal face amount of Old Notes validlytendered (and not validly withdrawn), and (B)such Holder’spro rataportion of Initial Public Warrants. We refer to this offer to exchange as the“Exchange Offer.” To validly participate in the Exchange Offer, a Holder must tender all their Old Notes. A Holder may withdraw their tender of OldNotes at any time prior to the expiration of the Exchange Offer. See “The Exchange Offer and Consent Solicitation.” The Initial Public Warrants have anexercise price of $0.50 per share of Common Stock or $0.49 perPre-FundedPublic Warrant, as applicable, and expire 30 days after the Settlement Date.See “Description of the Initial Public Warrants andPre-FundedPublic Warrants.” For purposes of the Exchange Offer, a Holder’s “pro rataportion” of the Initial Public Warrants will be the proportion that the aggregate principalamount of such Holder’s Old Notes validly tendered and not withdrawn represent of the aggregate principal amount of all Old Notes validly tenderedand not withdrawn in the Exchange Offer and Old Notes delivered by the Supporting Holders (as defined herein) in the Supporting Holders Exchange(as defined herein) based on the principal amount of Old Notes so tendered and not withdrawn and delivered by such Holder or, in the case of a UKProceeding (as defined herein), based on the total Old Notes outstanding. If the Company does not complete the Exchange Offer for any reason, the Company will not accept any Old Notes for exchange and will not issue anyNew Notes or Initial Public Warrants. The Exchange Offer expires at 5:00 p.m. New York City time onOctober7, 2025 unless extended. Table of Contents Consent Solicitation Concurrently with the Exchange Offer, the Company is soliciting each Holder, upon the terms and conditions set forth in this prospectus, to consent tothe Exchange Offer Amendments (as defined herein) and the UK Proceeding Amendments (as defined herein, and together with the Exchange OfferAmendments, the “Proposed Amendments”). We refer to these solicitations collectively as the “Consent Solicitation.” The Old Notes are governed by the Old Notes Indenture (as defined herein). By tendering Old Notes for exchange in the Exchange Offer, a Holder willbe deemed to have validly (i)delivered their consent in the Consent Solicitation to the Proposed Amendments to the Old Notes Indenture, as furtherdescribed under “The Proposed Amendments” and (ii)appointed the Information, Exchange and Subscription Agent as their proxy to implement arestructuring of the Company’s Old Notes on substantially the same terms as the Exchange Offer (with the exception of the Exchange OfferAmendments) through a proceeding under the UK Companies Act 2006 of England and Wales (a “UK Proceeding”), as further described under “The UKProceeding.” Holders who tender their Old Notes in the Exchange Offer and Supporting Holders who deliver their Old Notes in the Supporting Holders Exchangeand, therefore, are deemed to have provided their consents in the Consent Solicitation to the Proposed Amendments on or prior to the Exchange OfferExpiration Time (as defined herein) will receive theirpro rataportion of a Consent Premium (as defined herein). The Consent Premium will consist ofan amount of New Notes aggregating $1