SCHEDULE 13D/A: Skechers U.S.A. to Go Private in $57.00 Cash and Equity Deal Backed by 3G Capital Affiliates

Skechers U.S.A., Inc. has entered into a definitive merger agreement to be acquired by affiliates of 3G Capital Partners L.P., with key stockholders, including Robert Greenberg and the Skechers Voting Trust, providing irrevocable consent for the transaction.

Summary

• Skechers U.S.A., Inc. has entered into an Agreement and Plan of Merger dated May 4, 2025, with Beach Acquisition Co Parent, LLC and Beach Acquisition Merger Sub, Inc., affiliates of investment funds managed by 3G Capital Partners L.P.
• Under the Merger Agreement, Merger Sub will merge into Skechers, with Skechers continuing as the surviving corporation and becoming a subsidiary of Parent.
• The Board of Directors of Skechers, acting on the unanimous recommendation of an independent committee, has approved the Merger Agreement and the transaction.
• Certain stockholders, including the Reporting Persons (Robert Greenberg and Skechers Voting Trust), who collectively hold approximately 60% of the combined voting power, have executed and delivered an irrevocable written consent approving the merger.
• If the merger is consummated, Skechers intends to delist its Class A Common Stock from the New York Stock Exchange and deregister it under the Securities Exchange Act of 1934.
• Reporting Persons will receive $57.00 in cash and one limited liability company unit of Parent for each share of Class A or Class B Common Stock, subject to election mechanics and proration.
• In connection with the merger, the Reporting Persons also entered into a Support Agreement, agreeing to vote against any actions that would prevent or delay the merger and to elect the Mixed Election Consideration, waiving appraisal rights.

Sentiment

Score: 9

Explanation: The sentiment is highly positive as a definitive merger agreement has been reached, approved by the board, and crucially, secured irrevocable consent from stockholders representing 60% of voting power, indicating a very high likelihood of successful completion for shareholders at a specified value.

Positives

• The merger agreement has been approved by the Skechers Board of Directors, based on the unanimous recommendation of an independent committee.
• Key stockholders, including Robert Greenberg and the Skechers Voting Trust, holding approximately 60% of the combined voting power, have provided irrevocable written consent, significantly de-risking the stockholder approval process.
• The transaction provides a clear path for shareholders to receive a combination of cash and equity in the acquiring entity.
• The fixed cash component of $57.00 per share offers certainty of value for a portion of the consideration.

Negatives

• The Class A Common Stock will be delisted from the New York Stock Exchange and deregistered, ending public trading of Skechers shares.
• Shareholders will no longer hold direct equity in a publicly traded Skechers U.S.A., Inc. after the merger.
• The consideration includes limited liability company units of Parent, which may not be as liquid as publicly traded stock and are subject to election mechanics and proration.

Risks

• The consummation of the merger is subject to other conditions set forth in the Merger Agreement, which, if not met, could prevent or delay the transaction.
• There is a risk of any action or agreement that could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement.
• There is a risk of any Acquisition Proposal or other proposal, transaction, agreement, or action made in opposition to or in competition with the Merger Agreement or the Transaction.

Future Outlook

Upon consummation of the merger, Skechers U.S.A., Inc. intends to delist its Class A Common Stock from the New York Stock Exchange and deregister it under the Securities Exchange Act of 1934, transitioning to a privately held subsidiary of Beach Acquisition Co Parent, LLC.

Management Comments

• The Board of Directors of Skechers U.S.A., Inc. approved the Merger Agreement and the transactions contemplated thereby, acting on the unanimous recommendation of an independent committee of the Board.

Industry Context

This announcement signifies a significant private equity acquisition in the consumer goods/apparel industry, where established brands are often targeted for take-private transactions by firms like 3G Capital Partners L.P. to implement strategic changes away from public market pressures.

Corporate Governance

Related Party Transactions

• Robert Greenberg, a Reporting Person and key beneficial owner (55.7% of combined voting power), along with the Skechers Voting Trust (42.5% of combined voting power) and the Greenberg Family Trust, are part of the 'Required Stockholders' who executed and delivered the irrevocable written consent for the merger.
• The Issuer entered into a Support Agreement with the Reporting Persons (Robert Greenberg and Skechers Voting Trust), obligating them to vote in favor of the merger and against any competing proposals, and to elect the Mixed Election Consideration while waiving appraisal rights.

Stakeholder Impact

• Shareholders: Will receive a combination of $57.00 cash and one limited liability company unit of Parent per share, and will no longer hold publicly traded Skechers stock.
• Employees: The company will become a privately held entity under new ownership (3G Capital affiliates), which may lead to operational or structural changes.
• Customers and Suppliers: The core business operations of Skechers are expected to continue, but strategic direction may evolve under private ownership.

Next Steps

• Consummation of the merger, subject to the satisfaction of remaining conditions set forth in the Merger Agreement.
• Delisting of Skechers Class A Common Stock from the New York Stock Exchange following the merger.
• Deregistration of Skechers Class A Common Stock under the Securities Exchange Act of 1934 following the merger.

Key Dates

Recommendation

Keywords

Skechers, Merger, Acquisition, 3G Capital, Private Equity, Schedule 13D, Common Stock, Delisting, Corporate Governance, Stockholder Consent