American court hearing recordings and interviews - Fossil Watch - first U.S. bankruptcy hearing 11/12/2025 for the iconic watchmaker

Episode Date: November 15, 2025

This seems like it could be one of those cases that is structured backwards, or as some English practitioners refer to the backwards case structuring - round tripping of the U.S. debt. The court closes the hearing with that parties shouldn't rely on what the court did in this case as precedent for future cases.Per Google AI:Fossil (UK) Global Services Ltd. is a UK subsidiary of the fashion accessories company Fossil Group, Inc. that has recently been involved in a debt restructuring. It is now the entity used for the UK restructuring plan which was sanctioned by the High Court of Justice in England and Wales, and also recognized by a U.S. bankruptcy court. The restructuring plan involved canceling $150 million in unsecured notes and issuing new notes to create a more durable capital structure. Purpose: The entity was created to implement a restructuring plan in the UK to deal with the company's debt.Restructuring details: The plan was a court-sanctioned restructuring of $150 million in unsecured notes, with the High Court sanctioning the plan in early November 2025.International recognition: Fossil (UK) Global Services Ltd. also sought and received recognition of its UK restructuring plan from a U.S. bankruptcy court under Chapter 15 of the U.S. Bankruptcy Code. This ensures the plan is binding on U.S. creditors.Legal status: The company was registered in the UK on August 8, 2025. It is a private limited company with a registered office in Milton Keynes.Information: For investors holding the notes, an information agent is available for password-protected website access, and more information can be found on the Fossil Group's investor relations page.

All right. Good afternoon. This is Judge Lopez. Today is November 12. I'm going to call the 1 p.m. Case, Fossil UK Global Services LTD. The one in the courtroom, if parties wish to make an appearance, why don't you have five star, and I will unmute your line. All right. Here's a 202 number. Destiny, Your Honor, Janet Whitworth for the U.S. trustee. Good afternoon. A 646 number. Good afternoon, Your Honor, Jessica Liu, from Woghachlan, Manjee, appearing on behalf of the foreign representative and the foreign representative.

Good afternoon. Anyone else wish to make an appearance. Please hit 5 star, and I will unmute your line. Okay, Ms. Lou, I'll turn it back over to you. Thank you, Your Honor. We are here today on the petition for recognition of Fossil-HC Global Services Limited, foreign debtors, English proceeding under Part 26A of the Companies Act, as a foreign main proceeding, recognition of Mr. Grevin as foreign representative.

The verified petition was filed on October 21st on the docket at ECF, number 6. Before we turn to my very brief presentation today, I want to note that there are two individuals who are on the line today. We have Mr. Randy Grevin, the chief financial officer of the foreign debtor and the foreign representative on the line, and Ms. Gemma's age, a partner in Wild London office. As Your Honor would have seen in support of the foreign debtor's petition, we respectfully submit the declaration of the foreign representative, Mr. Randy Reben. which was filed on the docket at ECF number seven, as well as the declaration and supplemental declaration of Ms. Gemma Sage, which was filed on the docket at ECF number eight and 29 respectively. Ms. Sage and Mr. Revin, as noted, are both in the virtual courtroom today

and available for any questions you're on and may have, or any cross-examination which she don't anticipate. And such as to that, we respectfully move to enter these declarations into evidence. Okay. Any objection to the entry of these declarations for purposes of today's hearing? Okay. I have objections, Your Honor. You're admitted.

Thank you, Your Honor. We also respectfully submit to do more documents on the Foreign Representative's amended witness and exhibit list in evidence. Specifically, Exhibit 15, which is the Retail Advocate Report that was filed in the UK proceeding, submitted in the UK proceeding, and Exhibit 18, which is the sanction order that was entered by the English court in the UK proceeding. Both of these items, as I mentioned before, are advocated in the UK proceeding, and we believe that for the completeness of the record and the convenience of the court,

it would be helpful to have both of these items that needed in there. Okay, they're admitted. Thank you, Your Honor. Before we turn to the relief request today, I do want to make a couple of free remarks, since we have not previously appeared before you on this matter. The foreign debtor in this Chapter 15 case is only one of 65 entities within the global business known as Fossil. Fossil, as you may know, is an iconic brand, probably best known for their watches and accessories that they design and sell around the world. Their products were sold across 130 countries and they employ 4,500 employees.

As we noted in our paper, Fossil, like many other companies in the retail sector, have experienced. experienced increased competition, greater headwinds, and uncertainty in their business, leading to financial challenges. To address these challenges, the company implemented several initiatives, but also determined that a surgical restructuring of its unsecured notes through a UK restructuring proceeding, which are papers described in greater detail, and we do not need to repeat here, was appropriate. And we're pleased to report that as of this past Monday, the UK proceeding was successful. And as noted in the supplemental stage declaration at ECF 29, Exhibit 16, the UK Restruction Plan received overwhelming support with over 99.99% by value of the plan creditors who voted voting in favor of the Restruction Plan.

Accordingly, the English court on Monday, November 10th, entered an order sanctioning the Restruction Plan, and a copy of that sanctioned order was filed on the bracket at ECF 30, because of the 18th. I hope, Your Honor, that before we jump into the relief, that I make my goal here today is to make this the easiest decisions you have to make today. In reliance on our papers, as I'll note, we are the relief receipts in 12 in three general categories. One, with the court recognized the UK proceeding as a foreign main proceeding under Chapter 15 of the U.S. Bankruptcy Code. Two, recognize Mr. Brevin as the better-duty appointed foreign representative. and three entry of this order, the Chapter 15 order given close force in effect for the sanction order entered by the English court and approving the restructions and its application within the territorial jurisdiction of the threat.

I think our paper set forth fairly clearly while we believe we have satisfied the requirements in Section 1515 of Bankruptcy Code. The UK proceeding is a foreign proceeding is required under Section 1517A. The UK proceeding was a court-supervised proceeding in the UK relating to the adjustment of debt. We're all affected plan creditors which we've noticed and were afforded opportunity to participate. Further, the UK proceeding is a foreign main proceeding under substance 1616 of the bankruptcy code. The foreign debtor center of main interest is in the UK. It is incorporated in England.

Its headquarters and registered office is in the UK and its debt is governed by English law. And there is no evidence submitted to the contrary to that presumption. As for Mr. Revin, in addition to being duly appointed by the Board of the Foreign Better to act as a foreign representative, he was duly appointed by the English court to be the foreign representative pursuant to the convening order, which is at EPSH, Exhibit E, it's an exhibit to the stage declaration. And it's a exhibit four on our witness and it's the bill. Lastly, in the interest of comedy, we ask that this court

is full force and effect to the sanction order and the approved restruction plan for the reasons laid out in our paper. We believe that no party has appeared to make a formal or informal objection to the verified petition here today. We recognize that the court received a letter prepared by Mr. Craig Stouffer. Our understanding, having reached out to him and had discussions with him, is that he actually sold out of his unsecured moot interest and no longer plans to make an appearance at this proceeding.

And effectively, our view is that he has no standing to make an objection to the verified petition and the relief requested hearing. And so we ask, Your Honor, that for the reasons laid out in our paper, that you either determine that his objections are now moot and he has no standing to raise them, or if you are inclined to treat them as an objection, that we overruled in on the reasons that court in the case. One last point I want to make is that the hope and the expectation for the company

and the foreign debtors that the restructuring transactions so effective tomorrow. We expect and hope that the old notes will be canceled, new notes issued, and the other securities be issued to the relevant security force. The cancellation of the notes are conditions upon receipt of an entered Chapter 15 order today. And the UK process, including the sanction order, requires that the old notes be canceled in order to get an effective date under the restruction plan. And in order to do that, we first need to obtain the Chapter 15 order that will allow us to cancel notes. And so we respectfully request that the court approved the sanction, approved the Chapter

15 order and enter it today so that we may facilitate moving forward with the transaction. contemplated no later than tomorrow. I'll pause there and see if Your Honor has any questions. I have no questions. I'll just see if anyone wishes to be heard. Your Honor, General, it works for the U.S. trustee. The U.S. trustee has reviewed all the documents on file and provided and does not have any opposition to the entry

that is proposed order. Okay. Thank you. I'll then note that this Chapter 15 case was filed on October 20th of this year. On October 21st, there was a notice of a verified petition. There were various declarations, and an emergency motion was filed on that day seeking a scheduling order. I entered that scheduling order on October 23rd, which provided notice of the recognition hearing today. So I'm going to find that there's been proper, and I've been reviewing the certificate of services here.

I know that there's been proper notice and service of the hearing today. The court has considered the relief requested here. and consider the declarations that have been filed in support and the record before it. I do note that there was a letter from Craig Stover that was filed on

November 7th of 2025 indicating opposition to the relief requested and asking me to consider it. Just a little earlier today on November 10th, My case manager received an email from Mr. Stover, and I put it on the docket. I didn't want anyone to be, and he indicated that he had sent the letter to me

with his comments on the upcoming Chapter 15, and he said his wife and him were investors in the notes, but as a follow-up, he wanted me and my case manager to know that his wife and I sold all their notes, as you indicated. It's just I'm just putting an email confirmation. he confirmed that he was no longer an investor and would not be attending the hearing. So I just wanted to put that email on the docket. Obviously, we received it, and whenever I received communications, I feel more comfortable with just knowing. But it confirmed everything that you just said.

Ms. Liu, I just wanted the parties to know that that filed out on the docket shortly before the hearing at docket number 37. That email changed everything today. I'm going to recognize this proceeding. I'm going to find that I have bank jurisdiction over 1334. This is a core proceeding under 28 U.S.C. 157B. There's been proper notice of the scheduling of this recognition hearing. And there are no objections. This is really fully consensual.

And so everyone in the U.S. wants it, and there are no objections. So I'll recognize it. I'll note that the Chapter 15 was properly commenced under 1504, 1509, and 1515, that the foreign debtors eligible to be a debtor under Sections 109 and 1515, that the foreign debtor is eligible to be a debtor under Sections 109 and 1501 of the code. and I'll recognize the UK proceeding as a foreign proceeding. And just note that the foreign representative has satisfied the requirements of Section 15 of the code. And I'm going to recognize the UK proceeding under Section 1517 of the Bankruptcy Code. And I'll recognize it as the foreign debtor having its center of main interests under 1517B1 of the Code and that the UK proceeding is a foreign main proceeding as well. And I find that the foreign representative would be entitled to the relief request that under 1507, 1520 and 1521 of the Bankruptcy Code.

I'll enter the order, approving the relief requested, and I'll sign the order and get it on the docket. I think, I think, I would just ask that no one find anything that I docket. that I will grant the relief request that it technically satisfies the requirements of the code. And I'll sign the order. So, Ms. Liu, there's a proposed order at, I think it was a revised proposed order at 32. Is that the one that folks still want me to sign? Yes, that's correct. It's on RPCF 32.

You got it. I don't think there's any attachments. I will get this signed, and it'll hit the docket shortly. Is there anything else we need to take care of today? No, there is not, and we're grateful, Your Honor, for the entry of the water. All right. Thank you very much. You'll have a good day.