Weil’s Stapled Exchange Secures U.K. Approval and U.S. Recognition for Fossil Group Restructuring

Weil, Gotshal & Manges LLP represented Fossil Group in connection with its cross-border restructuring of U.S.-governed debt. The transaction: Fossil Group faced a problematic class of unsecured "baby bonds" held in $25 increments across approximately 1,500 separate accounts, making an out-of-court exchange impractical and a Chapter 11 filing unduly harsh for a company already executing an operational turnaround. Weil developed and implemented a novel "Stapled Exchange" that combined a U.S. exchange offer with a backstop U.K. Restructuring Plan taken to the High Court of Justice of England and Wales. The mechanism was designed so that if a sufficient number of holders accepted the exchange offer, court proceedings would be avoided; if not, the U.K. plan would proceed to bind holdouts. The approach mirrors stapling a prepackaged Chapter 11 to an exchange offer but instead uses a U.K. plan as the backstop. The restructuring is notable as the first time a U.S. public company has gone outside the United States to restructure U.S.-governed debt in this manner and the first publicly listed U.S. company to adopt the Stapled Exchange. On November 10, 2025, the High Court of Justice of England and Wales approved Fossil’s U.K. plan. On November 12, 2025, the Bankruptcy Court for the Southern District of Texas entered an order recognizing and giving effect to the U.K. plan under Chapter 15 of the Bankruptcy Code, enabling enforcement of the U.K. plan in the United States. The U.K. regime permits third‑party releases, and Chapter 15 recognition makes those releases enforceable in the U.S., enhancing cross‑border effectiveness. Weil noted the structure’s broader applicability, including stapling a U.K. Scheme of Arrangement to an exchange offer (a Stapled Scheme Exchange), and observed that England remains a preferred forum for consistency and precedent, with appeal to issuers in Latin America and Asia with New York law bonds and family ownership seeking to preserve equity while fixing debt. Weil, Gotshal & Manges LLP represented client Fossil Group with a team composed by: Restructuring Department Co-Chair Sunny Singh; Restructuring partner Gary Holtzer; Restructuring partner Jessica Liou; Restructuring associates Phil DiDonato, Alexandra Langmo, Joe Sullivan and Immanuel Vorbach; Capital Markets partners Frank Adams and Corey Chivers; Capital Markets associates Michael Cremers, Emma McBride, Andrene Loiten and Evan Caltavuturo; Co-Head of Weil’s Governance, Securities & Reporting Group Lyuba Goltser and partner Adé Heyliger; Banking & Finance partner Vynessa Nemunaitis and associate Emma Xing; U.K. Restructuring partners Andrew Wilkinson and Gemma Sage, U.K. counsel Kirsten Erichsen and U.K. associates Kyle McLachlan and Rupert Balfe; U.K. Litigation partner Jamie Maples, U.K. counsel Frankie Cowl and Rosalind Meehan and U.K. associates Craig Watson, Rhys Williams and Dhru Vyas; U.K. Tax counsel Stuart Pibworth and U.K. associate Anna Ritchie; and Tax partners Stuart Goldring and Graham Magill and Tax counsel Adam Sternberg.

Weil’s Stapled Exchange Secures U.K. Approval and U.S. Recognition for Fossil Group Restructuring

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