EX-25.1 6 a2223502zex-25_1.htm EX-25.1
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Exhibit 25.1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE



o CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
  94-1347393
(I.R.S. Employer
Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota

(Address of principal executive offices)

 

57104
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608

(Name, address and telephone number of agent for service)



FOSSIL GROUP, INC.

(Exact name of registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
  75-2018505
(I.R.S. Employer
Identification No.)

901 S. Central Expressway
Richardson, Texas 75080
(972) 234-2525

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Debt Securities
(Title of the indenture securities)


Item 1.    General Information.    Furnish the following information as to the trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.

      Comptroller of the Currency
      Treasury Department
      Washington, D.C.
      Federal Deposit Insurance Corporation
      Washington, D.C.
      Federal Reserve Bank of San Francisco
      San Francisco, California 94120

    (b)
    Whether it is authorized to exercise corporate trust powers.

      The trustee is authorized to exercise corporate trust powers.

Item 2.    Affiliations with Obligor.    If the obligor is an affiliate of the trustee, describe each such affiliation.

        None with respect to the trustee.

        No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.    Foreign Trustee.    Not applicable.

Item 16.    List of Exhibits.    List below all exhibits filed as a part of this Statement of Eligibility.

  Exhibit 1.   A copy of the Articles of Association of the trustee now in effect.*

 

Exhibit 2.

 

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated June 27, 2012.**

 

Exhibit 3.

 

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011.**

 

Exhibit 4.

 

Copy of By-laws of the trustee as now in effect.***

 

Exhibit 5.

 

Not applicable.

 

Exhibit 6.

 

The consent of the trustee required by Section 321(b) of the Act.

 

Exhibit 7.

 

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

Exhibit 8.

 

Not applicable.

 

Exhibit 9.

 

Not applicable.

*
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.

**
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155.

***
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and State of Texas on the 5th of March, 2015.

  WELLS FARGO BANK, NATIONAL ASSOCIATION

 


GRAPHIC

Patrick T. Giordano
Vice President



EXHIBIT 6

March 5, 2015

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

  Very truly yours,

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 


GRAPHIC

Patrick T. Giordano
Vice President



Exhibit 7
Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2014, filed in accordance with 12 U.S.C. §161 for
National Banks.

 
  Dollar Amounts
In Millions
 

ASSETS

       

Cash and balances due from depository institutions:

       

Noninterest-bearing balances and currency and coin

  $ 18,743  

Interest-bearing balances

    222,900  

Securities:

       

Held-to-maturity securities

    55,483  

Available-for-sale securities

    226,470  

Federal funds sold and securities purchased under agreements to resell:

       

Federal funds sold in domestic offices

    1,968  

Securities purchased under agreements to resell

    23,309  

Loans and lease financing receivables:

       

Loans and leases held for sale

    14,634  

Loans and leases, net of unearned income

    821,207  

LESS: Allowance for loan and lease losses

    10,844  

Loans and leases, net of unearned income and allowance

    810,363  

Trading Assets

    46,228  

Premises and fixed assets (including capitalized leases)

    7,491  

Other real estate owned

    2,492  

Investments in unconsolidated subsidiaries and associated companies

    856  

Direct and indirect investments in real estate ventures

    1  

Intangible assets

       

Goodwill

    21,627  

Other intangible assets

    18,578  

Other assets

    61,641  

Total assets

  $ 1,532,784  

LIABILITIES

       

Deposits:

       

In domestic offices

  $ 1,062,122  

Noninterest-bearing

    322,290  

Interest-bearing

    739,832  

In foreign offices, Edge and Agreement subsidiaries, and IBFs

    151,034  

Noninterest-bearing

    928  

Interest-bearing

    150,106  

Federal funds purchased and securities sold under agreements to repurchase:

       

Federal funds purchased in domestic offices

    946  

Securities sold under agreements to repurchase

    12,563  

Trading liabilities

    25,409  

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)

    83,997  

Subordinated notes and debentures

    18,701  

Other liabilities

    32,601  

Total liabilities

  $ 1,387,373  

EQUITY CAPITAL

   
 
 

Perpetual preferred stock and related surplus

    0  

Common stock

    519  

Surplus (exclude all surplus related to preferred stock)

    106,158  

Retained earnings

    34,288  

Accumulated other comprehensive income

    4,019  

Other equity capital components

    0  

Total bank equity capital

    144,984  

Noncontrolling (minority) interests in consolidated subsidiaries

    427  

Total equity capital

    145,411  

Total liabilities, and equity capital

  $ 1,532,784  

        I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

    John R. Shrewsberry
Sr. EVP & CFO

        We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf
James Quigley
Enrique Hernandez, Jr.
  Directors



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SIGNATURE
EXHIBIT 6
Exhibit 7 Consolidated Report of Condition of Wells Fargo Bank National Association of 101 North Phillips Avenue, Sioux Falls, SD 57104 And Foreign and Domestic Subsidiaries, at the close of business December 31, 2014, filed in accordance with 12 U.S.C. §161 for National Banks.