M&A - SKECHERS USA INC

Form Type: 425

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525112161

Filing Summary: On May 4, 2025, Skechers U.S.A., Inc. entered into a Merger Agreement with Beach Acquisition Co Parent, LLC and its subsidiary, Beach Acquisition Merger Sub, Inc. The agreement involves the merger of Merger Sub with Skechers, with Skechers continuing as the surviving corporation and becoming a subsidiary of Parent, managed by 3G Capital Partners. The board approved the merger unanimously. Shareholders will receive either cash consideration of $63.00 per share or a mixed consideration of $57.00 plus a Parent unit, contingent upon share election mechanics. All shares must be continuously held to qualify for the mixed consideration. The majority of the voting power from significant shareholders indicated support for the merger. The merger's closing is conditioned upon various regulatory and antitrust approvals, the effectiveness of a registration statement, and other customary conditions. Upon closure, Skechers intends to delist its shares and deregister under the Exchange Act. The agreement outlines defined termination rights, with a termination fee of approximately $339.88 million payable by Skechers under certain conditions. Financing commitments have been established for the transaction. A support agreement was also reached with major shareholders to bolster the merger's execution.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525112159

Filing Summary: On May 4, 2025, Skechers U.S.A., Inc. entered into a Merger Agreement with Beach Acquisition Co Parent, LLC, under which Merger Sub will merge into the Company, making it a subsidiary of Parent. The Board approved the transaction unanimously. Upon merger completion, the Company plans to delist its Class A Common Stock from the NYSE and deregister under the Exchange Act. Shareholders can elect to receive either $63.00 in cash or $57.00 plus a Parent unit for each share of Class A or B common stock, subject to election mechanics. A significant portion of shares is subject to limitations based on holders’ voting history. The transaction involves a support agreement with significant shareholders to avoid competing proposals. The transaction is contingent upon customary regulatory approvals and other conditions, including a termination date set for November 4, 2025.