DEFM14C: Skechers to Go Private in $10.37B Deal with 3G Capital

Sentiment:

Merger Announcement 5 August 2025 8:13 PM

Skechers U.S.A., Inc. is set to merge with Beach Acquisition Merger Sub, Inc., a subsidiary of 3G Capital's Beach Acquisition Co Parent, LLC, in a transaction valued at approximately $10.37 billion, offering shareholders a choice of cash or a mix of cash and illiquid Parent Units.

Capital raiseFund VI has committed approximately $3.5 billion in equity financing to Parent.Parent has secured debt financing commitments including an approximately $3.0 billion first lien term loan facility (increased from $2.1 billion), an approximately $1.6 billion first lien revolving facility, an approximately $1.9 billion senior secured bridge facility, and an approximately $2.5 billion junior debt facility.Beach Acquisition Bidco, LLC, a subsidiary of Parent, closed into escrow an offering of $1.0 billion aggregate principal amount of 5.250% Senior Secured Notes due 2032 and $2.2 billion aggregate principal amount of 10.000% / 10.750% Senior PIK Toggle Notes due 2033 on July 14, 2025.

Summary

Skechers U.S.A., Inc. will merge with Beach Acquisition Merger Sub, Inc., a subsidiary of Beach Acquisition Co Parent, LLC (Parent), with Skechers continuing as the surviving corporation and becoming a subsidiary of Parent.
The total estimated merger consideration is approximately $10.37 billion.
Shareholders can elect to receive either $63.00 in cash per share (Cash Election Consideration) or $57.00 in cash plus one common limited liability company unit of Parent (Mixed Election Consideration).
The Mixed Election Consideration is capped at 20% of outstanding Skechers common stock and is subject to proration if oversubscribed.
The Greenberg Stockholders, who beneficially owned approximately 58.3% of Skechers' combined voting power as of May 4, 2025, have already delivered a written consent adopting and approving the merger and have agreed to elect the Mixed Election Consideration.
Restricted stock awards (RSAs) and restricted stock unit awards (RSUs) granted prior to May 4, 2025, will fully vest and convert into Cash Election Consideration.
Performance stock awards (PSAs) and RSUs granted after May 4, 2025, will convert into Class P Units of Parent, subject to service-based vesting.
3G Fund VI, L.P., an affiliate of investment funds managed by 3G Capital, expects to control at least 78.6% of Parent's beneficial ownership and voting power post-merger.
Parent Units will not be listed on any stock exchange, will not be tradable, and are subject to significant transfer restrictions; their value is highly speculative and cannot be reliably estimated.
The Skechers Board, acting upon the unanimous recommendation of an Independent Committee, approved the merger, determining it to be fair and in the best interests of Skechers and its stockholders.
Greenhill & Co. LLC provided a fairness opinion to the Skechers Board regarding the Cash Election Consideration ($63.00 per share) but did not provide an opinion on the fairness of the Mixed Election Consideration due to the uncertain value of Parent Units.
The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions, including antitrust clearances.
Skechers Class A Common Stock will be delisted from NYSE and deregistered under the Exchange Act as promptly as practicable following the Effective Time.

Sentiment

Score: 6

Explanation: The merger offers a significant premium for shareholders opting for cash, providing immediate liquidity. However, the alternative equity consideration in Parent Units carries substantial risks due to illiquidity, speculative valuation, and limited governance rights, making it unsuitable for most public market investors. The overall sentiment is mixed, leaning slightly positive due to the cash premium, but tempered by the uncertainties and limitations of the equity option and the company going private.

Positives

The Cash Election Consideration of $63.00 per share represents a 30% premium to Skechers' 15-day volume-weighted average stock price as of May 2, 2025, providing immediate value and liquidity to electing shareholders.
The transaction has a high likelihood of completion due to the specific and limited closing conditions, the absence of a financing condition, and the prior written consent from the Greenberg Stockholders, who hold approximately 58.3% of the voting power.
Shareholders electing the Mixed Election Consideration retain an ongoing economic interest in the business through ownership of Parent Units, allowing for potential participation in future growth, profitability, or strategic upside.
Parent expects to realize approximately $250 million in annual cost savings over a three-year period after the Closing.
The Parent Termination Fee of $534,103,258 provides a substantial financial safeguard for Skechers if the merger agreement is terminated under certain circumstances, such as Parent's breach or failure to close.

Negatives

Parent Units received in the Mixed Election will not be listed on any stock exchange, will not be tradable, and are subject to significant transfer restrictions, meaning shareholders should be prepared to hold them indefinitely without assurance of liquidity or a future exit opportunity.
The value of Parent Units is highly uncertain and speculative, and the per unit capital contribution amount of $29.00 is for structuring purposes only and does not reflect fair market value, which may be significantly lower.
The Skechers Board did not receive a fairness opinion from its financial advisor regarding the Mixed Election Consideration, leaving shareholders without an independent assessment of its financial fairness.
Shareholders electing the Mixed Election Consideration may receive a portion of their consideration in Cash Election Consideration due to proration if the Mixed Election is oversubscribed (capped at 20% of outstanding shares).
Parent intends to terminate or suspend its SEC reporting obligations, and Legacy Members will have no information rights (beyond limited access for the Legacy Member Representative to debt-holder information), significantly impairing their ability to assess Parent's operations and financial performance.
Legacy Members will not be entitled to receive distributions, and Parent's new debt instruments are anticipated to prohibit or restrict future dividend payments.
Legacy Members will not have the same rights typically available to corporate shareholders, including statutorily mandated voting rights, fiduciary protections, or the ability to nominate or elect directors.
Parent will be controlled by 3G Fund VI (expected to hold at least 78.6% of voting power), which may lead to decisions that are adverse to the interests of other Legacy Members without meaningful input or recourse.
The Parent A&R LLCA eliminates all fiduciary duties to the fullest extent permitted under Delaware law, including duties of care and loyalty, for members, officers, and directors.
Certain Legacy Members (former Class B common stock holders and executive officers above Senior Vice President level) will be subject to non-competition, non-solicitation, and no-hire covenants for 18 months after ceasing to be a member of Parent.
Parent's pro forma indebtedness is expected to be approximately $6.8 billion, which could increase its vulnerability to adverse economic conditions and limit financial flexibility.
The unaudited pro forma condensed combined financial information is preliminary and actual financial condition and results of operations after the transaction may differ materially due to various factors and assumptions.
The merger agreement contains provisions that limit Skechers' ability to pursue alternative acquisition proposals, potentially discouraging competing acquirers, and the 'window-shop' period has expired without any superior proposals.

Risks

There is no public market for the Parent Units and one is not expected to develop; Legacy Members are generally prohibited from transferring their Parent Units, except in very limited circumstances and only with the prior written consent of Fund VI, requiring indefinite holding without liquidity assurance.
The value of Parent Units is highly uncertain and cannot be reliably estimated; it is highly speculative, carries a high level of risk and uncertainty, and may not result in any return, potentially being significantly lower than the per unit capital contribution amount.
Parent may never pursue an initial public offering or a change of control, or realize the anticipated benefits of its strategy, and even if it does, it may not provide the liquidity or return on investment Legacy Members expect.
Tariffs, trade policies, and trade wars (e.g., U.S. tariffs on Chinese imports, retaliatory Chinese tariffs) could negatively impact Skechers' business, costs, margins, consumer demand, and the value of Parent Units.
Legacy Members will not have the same rights typically available to corporate shareholders, including voting rights, fiduciary protections, access to information, attendance at and receipt of information relating to annual meetings or the ability to nominate or elect directors.
Parent will be controlled by Fund VI (expected to control at least 78.6% of the voting power of Parent Units), which may subject Legacy Members to decisions that materially adversely affect their interests without meaningful input or recourse.
Skechers will no longer be an SEC reporting company, and Parent intends to terminate or suspend its reporting obligations under the Exchange Act, and the Parent A&R LLCA affords no information rights to Legacy Members, limiting visibility into operations and financial performance.
Legacy Members will not be entitled to receive distributions, and any debt instruments Parent enters into are anticipated to prohibit or restrict future payment of distributions.
Skechers stockholders may receive a form of consideration different from what they elect due to proration if the Mixed Election Consideration is oversubscribed (capped at 20% of outstanding shares).
Skechers stockholders are being asked to make an investment decision before the final terms, structure, and amount of the Debt Financing are determined, and these terms could differ materially from those described.
The opinion of Greenhill, Skechers' financial advisor, will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Transaction, and does not address the fairness of the Mixed Election Consideration.
Future issuances of Common Units or Class P Units may be significantly dilutive to holders of Common Units, to the extent preemptive rights are unavailable or unexercised.
The transaction is subject to certain conditions, some or all of which may not be satisfied, and the transaction may not be completed on a timely basis, if at all, including obtaining regulatory clearances.
Failure to complete the transaction could negatively affect Skechers' stock price and future business and financial results, including incurring a Company Termination Fee of $339,883,891 under certain circumstances.
The Merger Agreement contains provisions that limit Skechers' ability to pursue alternatives to the transaction, which could discourage a potential competing acquirer from making a favorable alternative transaction proposal.
Skechers is subject to business uncertainties and contractual restrictions while the proposed transaction is pending, which could adversely affect its business and operations.
The business relationships of Skechers and its subsidiaries may be subject to disruption due to uncertainty associated with the transaction.
Regulatory authorities may impose conditions (Remedies) that could have an adverse effect on Parent or Skechers, or prevent completion of the transaction.
Skechers' executive officers and directors may have interests in the transaction that are different from, or in addition to, those of Skechers stockholders generally.
Parent and Skechers will incur direct and indirect costs as a result of the transaction, which may be more expensive to complete than anticipated.
Uncertainties associated with the transaction may cause a loss of Skechers employees during the pendency of the transaction and under Parent's ownership.
Potential litigation against Skechers and Parent could result in substantial costs, an injunction preventing the completion of the transaction, and/or a judgment resulting in the payment of damages.
Skechers may waive one or more of the conditions to the Closing without re-obtaining stockholder approval, which could have an adverse effect on Skechers and its current stockholders.
Completion of the transaction may trigger change in control or other provisions in certain agreements to which Skechers or any subsidiary is a party, potentially impacting Parent's business.
The unaudited pro forma condensed combined financial information is preliminary and the actual financial condition and results of operations after the transaction may differ materially.
Skechers' financial projections reflect numerous variables, estimates, and assumptions and are inherently uncertain and may prove to be wrong, causing actual results to differ materially.
Parent's substantial indebtedness (pro forma approximately $6.8 billion) could adversely affect its financial health and its ability to execute its business strategy.
The future success of Parent will depend on its ability to maintain Skechers' brand name and image with consumers and respond to changing consumer preferences.
Skechers' business faces intense competition from companies with significantly greater resources.
Parent's strategies involve risks that could prevent or delay the successful opening of new Skechers stores or negatively impact existing ones.
Skechers' global retail business is subject to numerous risks and uncertainties, including dependence on customer traffic in malls and tourism.
Parent will depend on key personnel to manage Skechers' business effectively, and inability to retain them could harm the business.
Skechers has a significant workforce and is subject to risks related to human capital management.
Skechers' business could be harmed if it fails to maintain appropriate inventory levels (excess or shortages).
Skechers' international sales and manufacturing operations are subject to risks of doing business abroad, particularly in China and Vietnam (political/social unrest, economic conditions, labor costs, tariffs, supply chain disruptions).
Skechers relies on independent contract manufacturers, exposing it to disruptions in product supply.
The ability to deliver products to market could be disrupted by problems affecting logistics and distribution systems.
The uncertain state of global economic and political conditions, including inflation and consumer retail market challenges, may negatively impact Skechers' business.
Skechers' business could be adversely affected by changes in the business or financial condition of its customers due to global economic conditions.
Natural disasters, the effects of climate change, pandemics, and other events may adversely affect Skechers' business operations.
Adverse conditions or changes in California (where a substantial portion of Skechers' operations are located) could increase operating expenses or adversely affect sales.
Foreign currency exchange rate fluctuations affect Skechers' sales and profitability.
Skechers' environmental, social, and governance (ESG) commitments and disclosures may expose it to reputational risks and legal liability.
There may be adverse tax consequences for holders of Skechers Common Stock if the merger fails to qualify as a tax-deferred exchange pursuant to Section 351 of the Code.
Changes in tax laws or the potential imposition of additional duties, quotas, tariffs, and other trade restrictions could adversely affect Skechers' ability to produce and market at competitive prices.
Skechers' business could be harmed if its contract manufacturers, suppliers, or licensees violate labor, trade, or other laws.
The disruption, expense, and potential liability associated with existing and unanticipated future litigation against Skechers.
Skechers' ability to compete could be jeopardized if it is unable to protect its intellectual property rights or if it is sued for intellectual property infringement.
Breaches or compromises of Skechers' information security systems, IT systems, and infrastructure could result in business disruption and damage to reputation.
A material delay or disruption in Skechers' information technology systems or e-commerce websites or failure to upgrade them could negatively affect the business.
The Parent A&R LLCA designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions and includes a jury trial waiver, which could limit members' ability to obtain a favorable judicial forum.

Future Outlook

Parent expects to realize approximately $250 million in annual cost savings over three years following the Closing. The Legacy Member Representative may request Parent pursue a Liquidity Transaction (initial public offering or change of control) five years after the Closing Date. Parent intends to terminate or suspend its SEC reporting obligations as promptly as practicable following the transaction, which will reduce public visibility into Skechers' future operations and financial performance.

Management Comments

Robert Greenberg, Chairman of the Skechers Board and Chief Executive Officer, expressed gratitude for continued stockholder support.
Robert Greenberg indicated that he had hoped Skechers' valuation could be significantly greater over time.
3G Capital provided high-level indications of its desire for the Skechers management team (including Robert Greenberg, Michael Greenberg, David Weinberg, John Vandemore, and Mark Nason) to remain employed by Skechers following the Closing at compensation levels substantially similar to or lower than current compensation.

Industry Context

The footwear and apparel industry faces significant challenges, including rapidly changing consumer preferences, intense competition, and macroeconomic uncertainties. The filing specifically highlights the adverse impact of tariffs and trade policies, with recent U.S. and Chinese tariff announcements creating structural uncertainty and increasing long-term risk. Concerns about an impending consumer recession in the United States are also noted, which could further impair future growth, cash flow, and profit potential for companies like Skechers.

Comparison to Industry Standards

Greenhill's comparable company analysis included publicly traded footwear companies such as Adidas AG, ASICS Corporation, Birkenstock Holding plc, Crocs, Inc., Deckers Outdoor Corporation, NIKE, Inc., On Holding AG, Puma SE, Steve Madden, Ltd., and Wolverine World Wide, Inc.
Branded apparel companies used for comparison included Columbia Sportswear Company, Kontoor Brands, Inc., Levi Strauss & Co., PVH Corp., Under Armour, Inc., and V.F. Corporation.
The median Price/25E EPS for the selected comparable companies was 16.9x, and for Price/26E EPS was 12.7x.
The median EV/25E EBITDA for the selected comparable companies was 9.8x, and for EV/26E EBITDA was 8.6x.
Greenhill's discounted cash flow analysis implied a value per share range for Skechers Common Stock of $51.60 to $68.20.
A precedent transactions analysis of U.S. public companies with enterprise values between $5 billion and $15 billion in the footwear and branded apparel industries showed a median EV/LTM EBITDA of 9.1x.
Equity research analyst price targets for Skechers Common Stock as of May 2, 2025, ranged from $45.00 to $73.00 per share, while the 52-week historical trading range was $44.50 to $78.85 per share.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Directors of the Surviving Corporation	Skechers Board of Directors	Directors of Merger Sub (as of immediately prior to Effective Time)	Effective Time of Merger	Merger of Merger Sub into Skechers, with Skechers becoming a subsidiary of Parent.
Officers of the Surviving Corporation	Skechers Officers (as of immediately prior to Effective Time)	Skechers Officers (as of immediately prior to Effective Time)	Effective Time of Merger	Continuity of management post-merger, as expected by 3G Capital.
Parent Board Directors	N/A (new entity)	Alexandre Behring, Daniel S. Schwartz, and a Legacy Member Representative	Upon completion of the Transaction	Formation of Parent's new governance structure post-acquisition.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Corporate Structure	Skechers will cease to be an independent public company and will become a wholly-owned subsidiary of Parent, a Delaware limited liability company.	Effective Time of Merger	Significantly alters Skechers' legal and operational structure, moving from a publicly traded corporation to a privately held subsidiary.
Shareholder Rights	Shareholders electing Mixed Election Consideration will receive Parent Units, which are fundamentally different from corporate common stock. These units will not be listed on any stock exchange, will not be tradable, and are subject to significant transfer restrictions. Legacy Members will not have typical corporate shareholder rights, including voting rights (beyond electing a Legacy Member Representative), fiduciary protections, or access to information.	Effective Time of Merger	Substantially reduces liquidity, transparency, and governance influence for shareholders who opt for equity in the new private entity, shifting control to 3G Fund VI.
Fiduciary Duties	The Parent A&R LLCA eliminates all fiduciary duties to the fullest extent permitted under Delaware law, including duties of care and loyalty, for members, officers, and directors of Parent.	Upon consummation of the Transaction	May allow 3G Fund VI and its affiliates to take actions in their own interest without considering the interests of other members or Parent, potentially leading to decisions adverse to minority interests.
Information Rights	Parent intends to terminate or suspend its SEC reporting obligations, and Legacy Members will have no information rights under the Parent A&R LLCA (except for limited access for the Legacy Member Representative to debt-holder information).	Promptly after Transaction	Significantly impairs Legacy Members' ability to assess the financial performance, operations, and value of their investment in Parent.
Board Composition and Control	The Parent Board will be determined by 3G Fund VI, which expects to control at least 78.6% of the voting power. While a Legacy Member Representative will serve as a director, they will have very limited rights and no ability to control or direct Parent's policies.	Upon completion of the Transaction	Concentrates control in 3G Fund VI, potentially limiting the influence and recourse of minority unitholders.
Corporate Opportunity Doctrine	The doctrine of corporate opportunity will not apply against any member or its affiliates, including any directors and officers of Parent affiliated with or designated by such member.	Upon consummation of the Transaction	Allows 3G Fund VI and its affiliates to engage in the same or similar business activities as Parent, potentially creating conflicts of interest without a duty to disclose opportunities to Parent.
Forum Selection and Jury Trial Waiver	The Parent A&R LLCA designates Delaware courts as the exclusive forum for certain actions and includes a waiver of jury trial for claims arising out of or relating to the agreement or Parent.	Upon consummation of the Transaction	May increase costs or limit members' ability to bring claims in a judicial forum they find favorable, potentially discouraging lawsuits against Parent or its management.

Legal Proceedings

On May 29, 2025, a purported holder of Class A Common Stock filed a complaint, Key West Police Officers & Firefighters Retirement Plan v. Skechers U.S.A., Inc., et al., in the United States District Court Central District of California (No. 2:25-cv-04863 (C.D. Cal.)).
The Key West Action brings claims under Section 13(e) of the Exchange Act against Skechers and certain Greenberg Stockholders, seeking additional disclosures, an injunction against enforcing the Election Deadline and closing the merger until disclosures are filed, and attorneys' fees and costs.
Plaintiff's ex parte application to shorten time for a preliminary injunction hearing was denied on June 5, 2025, and the renewed motion for preliminary injunction was denied without prejudice on July 18, 2025.
Defendants' deadline to respond to the complaint is August 18, 2025.
Skechers and Parent believe that the merger fully complies with all applicable laws and that the claims asserted are without merit.

Related Party Transactions

The Greenberg Stockholders (Greenberg Family Trust, Skechers Voting Trust, Robert Greenberg, and certain members of the Greenberg family) entered into a Support Agreement with Skechers on May 4, 2025.
Under the Support Agreement, the Greenberg Stockholders agreed to vote against any action or agreement that would prevent or materially delay the merger or any alternative acquisition proposal.
Certain Greenberg Stockholders agreed to elect to receive the Mixed Election Consideration in the merger.
Each Greenberg Stockholder agreed to waive any appraisal rights in connection with the merger.
The Support Agreement includes certain restrictions on the transfer of shares of Skechers Common Stock by each Greenberg Stockholder.
Robert Greenberg, as of May 3, 2025, beneficially owned 17,882,868 shares of Skechers Common Stock and is expected to receive up to approximately $1,029.2 million in cash, 17,882,868 Common Units, and 298,302 Class P Units.
Michael Greenberg, as of May 3, 2025, beneficially owned 626,425 shares of Skechers Common Stock and is expected to receive up to approximately $43.6 million in cash, 626,425 Common Units, and 243,377 Class P Units.
The Greenberg Siblings (Jason Greenberg, Jeffrey Greenberg, Joshua Greenberg, and Jennifer Greenberg Messer) beneficially owned a combined 2,035,882 shares of Skechers Common Stock as of May 3, 2025, and are expected to receive up to approximately $122.3 million in cash and 2,035,882 Common Units.
No other related party transactions are disclosed between the individuals expected to serve as directors of Parent and Skechers or Parent.

Stakeholder Impact

**Shareholders**: Shareholders have the option to receive a cash premium for immediate liquidity or a mix of cash and illiquid Parent Units, which offer potential future upside but come with significant risks, limited rights, and lack of transparency. Non-Greenberg shareholders have appraisal rights.
**Employees**: Continuing employees will receive comparable base salary/hourly wage and short-term cash incentives for one year post-merger, and other benefits until December 31, 2026. Severance benefits are provided for eligible employees. However, there is uncertainty about future roles and potential loss of key personnel.
**Management**: Key management, including Robert Greenberg, Michael Greenberg, and David Weinberg, are expected to remain with the company. Executive officers have specific interests in the merger related to the treatment of their equity awards and severance benefits.
**Customers, Suppliers, and Partners**: Business relationships may experience disruption due to the uncertainty surrounding the transaction and the change in ownership, potentially affecting future business decisions and relationships.
**Creditors**: Existing indebtedness of Skechers will be repaid or refinanced, and Parent will incur substantial new debt (approximately $6.8 billion pro forma), which could impact the company's financial health and flexibility.

Next Steps

Skechers will provide an Election Form to shareholders at least 30 days prior to the anticipated Election Deadline.
Shareholders must make an election (Cash or Mixed) by the Election Deadline (5:00 p.m. Eastern time, five business days preceding the anticipated Closing Date).
The Closing of the transaction is expected in the third quarter of 2025, assuming timely satisfaction or waiver of conditions.
Parent intends to cause the delisting of Class A Common Stock from NYSE and deregister it under the Exchange Act as promptly as practicable after the Effective Time.
Parent intends to terminate or suspend its SEC reporting obligations under the Exchange Act promptly after the transaction.
The Legacy Member Representative may request Parent pursue a Liquidity Transaction (initial public offering or change of control) five years after the Closing Date.
Defendants' deadline to respond to the Key West Action complaint is August 18, 2025.

Key Dates

Date	Description
2024-12-17	3G Capital team met with Skechers management to express interest in exploring a possible acquisition proposal.
2024-12-19	Skechers and 3G Capital entered into a non-disclosure agreement.
2025-01-08	Skechers provided 3G Capital with access to limited confidential information and initial due diligence materials.
2025-02-01	United States government imposed 10% tariffs on certain imports from China, effective February 4, 2025.
2025-02-04	Chinese government responded by imposing up to 15% tariffs on certain U.S. imports, effective February 10, 2025.
2025-02-06	Skechers held its fourth quarter and full-year 2024 earnings call.
2025-03-03	United States government raised tariffs on all Chinese imports to 20%, effective March 4, 2025.
2025-03-04	Chinese government responded by raising tariffs on certain U.S. imports by an additional 15%, effective March 10, 2025.
2025-03-12	3G Capital made a preliminary, non-binding oral proposal (March Proposal) to acquire Skechers.
2025-03-31	Skechers entered into a non-disclosure agreement with Greenhill & Co., LLC (Greenhill) as a potential financial advisor.
2025-04-01	Skechers Board authorized management to formally engage Greenhill as sole financial advisor.
2025-04-02	United States government announced a new universal baseline tariff of 10%, plus country-specific tariffs, effective April 9, 2025.
2025-04-04	Chinese government responded by imposing a 34% tariff on certain U.S. imports, effective April 10, 2025.
2025-04-08	United States government delayed effectiveness of country-specific tariffs for 90 days (except China), and increased China's country-specific tariff from 34% to 84%, effective April 10, 2025.
2025-04-09	Chinese government responded by raising tariffs on certain U.S. imports from 84% to 125%, effective April 10, 2025. Later that day, the U.S. government increased tariffs on imports from China from 84% to 145%, effective April 10, 2025.
2025-04-11	Chinese government responded by raising tariffs on certain U.S. imports from 84% to 125%.
2025-04-13	3G Capital conveyed a revised oral, non-binding proposal (Revised Proposal) to acquire Skechers.
2025-04-22	Independent directors of the Skechers Board met to discuss the Revised Proposal and authorized management to proceed with discussions. Paul, Weiss provided Latham & Watkins a term sheet outlining the Revised Proposal.
2025-04-23	Skechers entered into an engagement letter with Greenhill as sole financial advisor. Skechers granted 3G Capital access to a virtual data room for due diligence.
2025-04-24	Skechers reported Q1 2025 earnings and withdrew annual guidance for 2025 due to macroeconomic uncertainty and tariffs.
2025-04-28	Parent and Merger Sub were incorporated in Delaware.
2025-04-30	Skechers Board held a special meeting, approved updated long-range plan projections, and authorized the formation of an Independent Committee to review and negotiate the potential transaction. Independent Committee met to discuss initial feedback to draft agreements.
2025-05-01	Skechers Board provided the Skechers Management Projections to 3G Capital. Independent Committee met to discuss negotiation of key terms.
2025-05-02	Skechers Board and Independent Committee met to discuss updates on negotiations. Capitalization Date for Skechers shares.
2025-05-04	Merger Agreement signed. Independent Committee and Skechers Board unanimously approved the merger. Greenhill rendered its fairness opinion on the Cash Election Consideration. Greenberg Stockholders delivered the Written Consent. Support Agreement, Equity Commitment Letter, and Debt Commitment Letter were executed.
2025-05-05	Joint press release publicly announcing the transaction. Robert Greenberg filed an amended Schedule 13D.
2025-05-23	Debt Commitment Letter dated.
2025-05-24	Initial Threshold Date for the 'window-shop' period, which expired without any Acquisition Proposals.
2025-05-29	HSR Act Notification and Report Form filed with FTC and DOJ. Key West Police Officers & Firefighters Retirement Plan v. Skechers U.S.A., Inc., et al. (litigation) filed.
2025-06-03	Plaintiff in Key West Action filed an ex parte application to shorten time for preliminary injunction hearing.
2025-06-05	Court denied plaintiff's application and struck the motion for preliminary injunction without prejudice.
2025-06-23	Plaintiff in Key West Action renewed its motion for preliminary injunction.
2025-06-26	Initial Term Loan Facility priced and allocated to a syndicate of lenders for approximately $3.0 billion.
2025-06-30	HSR Act waiting period expired. Defendants filed opposition to renewed preliminary injunction motion.
2025-07-07	Plaintiff filed its reply to the renewed preliminary injunction motion.
2025-07-14	Beach Acquisition Bidco, LLC closed into escrow an offering of $1.0 billion Senior Secured Notes and $2.2 billion Senior PIK Toggle Notes.
2025-07-18	Court denied the motion for a preliminary injunction without prejudice.
2025-07-29	Age reference date for Parent management.
2025-08-05	Date of the Information Statement/Prospectus and first mailing to Skechers stockholders.
2025-08-18	Defendants' deadline to respond to the Key West Action complaint.
2025-08-25	Deadline for written demand for appraisal rights (20 days after mailing of information statement).
2025-11-04	Termination Date for the merger agreement, subject to automatic extension to February 4, 2026, under certain conditions.
2026-01-02	Date after which certain Permitted Transfers of Parent Units by Legacy Members are not restricted to 'all (but not less than all)' units.
2026-12-31	End of the Continuation Period for certain employee compensation and benefits.

Recommendation

hold

For existing shareholders, the cash offer provides a clear premium and immediate liquidity, making it a reasonable exit. However, the alternative equity consideration in Parent Units carries substantial risks due to illiquidity, speculative valuation, and limited governance rights, making it unsuitable for most public market investors. Given the dual options, a 'hold' recommendation is appropriate for those who might consider the cash option, while strongly cautioning against the illiquid equity. The deal is already approved by the controlling shareholders, so there's limited upside from holding for a higher bid, but the cash premium is attractive.

Keywords

Skechers, 3G Capital, Merger, Acquisition, Footwear, Apparel, Private Equity, SEC Filing, DEFM14C, Shareholder Election, Cash Consideration, Equity Units, Delisting, Deregistration, Corporate Governance, Risk Factors, Appraisal Rights, Financial Reporting, Debt Financing, Tariffs, Supply Chain, Consumer Trends, Retail Industry

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.