Beach Acquisition Co Parent, LLC: M&A transaction — 3G Capital closes $63/57+unit acquisition of Skechers; SKX delisted from NYSE

Beach Acquisition Co Parent, LLC

Skechers shareholders received $63 cash per share or $57 cash plus one Parent Unit.
Acquisition financed with $3.005B term loans, $1.6B revolver, €1B 5.25% senior secured notes due 2032, and $2.2B 10%/10.75% PIK notes due 2033.
Skechers stock ceases trading on NYSE (SKX) as of September 12, 2025.
Robert Greenberg remains CEO; Michael Greenberg as President; new board includes Alexandre Behring and Daniel S. Schwartz.
Legacy holders receive Parent Units with transfer restrictions, tag-along/drag-along rights, and ability to request IPO or sale after five years.

item 1.01 item 2.01 item 9.01 item 2.03 item 5.02 item 5.03 item 8.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Beach Acquisition Co Parent, LLC incurred revolving credit of $1,600.0 million first lien cash flow revolving facility with JPMorgan Chase Bank, N.A..

Instrument: revolving credit
Principal: $1,600.0 million first lien cash flow revolving facility
Counterparty: JPMorgan Chase Bank, N.A.
Event: incurrence

Exact text from the filing

$1,600.0 million first lien cash flow revolving facility (the “Revolving Credit Facility”

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Beach Acquisition Co Parent, LLC incurred credit facility of $1,555.0 million USD first lien term loan facility and €1,250.0 million Euro first lien term loan facility, for an aggre with JPMorgan Chase Bank, N.A..

Instrument: credit facility
Principal: $1,555.0 million USD first lien term loan facility and €1,250.0 million Euro first lien term loan facility, for an aggre
Counterparty: JPMorgan Chase Bank, N.A.
Event: incurrence

Exact text from the filing

$1,555.0 million USD first lien term loan facility and €1,250.0 million Euro first lien term loan facility, for an aggregate USD equivalent of $3,005.0 million (together, the “Term Loan Facility”)

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Beach Acquisition Co Parent, LLC incurred senior notes of $2.2 billion in aggregate principal amount of 10.000% / 10.750% Senior PIK Toggle Notes due 2033 with JPMorgan Chase Bank, N.A. at 10.000% / 10.750% maturing due 2033.

Instrument: senior notes
Principal: $2.2 billion in aggregate principal amount of 10.000% / 10.750% Senior PIK Toggle Notes due 2033
Counterparty: JPMorgan Chase Bank, N.A.
Rate: 10.000% / 10.750%
Maturity: due 2033
Event: incurrence

Exact text from the filing

$2.2 billion in aggregate principal amount of 10.000% / 10.750% Senior PIK Toggle Notes due 2033 (the “Senior PIK Notes”

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Beach Acquisition Co Parent, LLC incurred senior notes of €1.0 billion in aggregate principal amount of 5.250% Senior Secured Notes due 2032 with JPMorgan Chase Bank, N.A. at 5.250% maturing due 2032.

Instrument: senior notes
Principal: €1.0 billion in aggregate principal amount of 5.250% Senior Secured Notes due 2032
Counterparty: JPMorgan Chase Bank, N.A.
Rate: 5.250%
Maturity: due 2032
Event: incurrence

Exact text from the filing

€1.0 billion in aggregate principal amount of 5.250% Senior Secured Notes due 2032 (the “Senior Secured Notes”)

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Beach Acquisition Co Parent, LLC: Amended and restated limited liability company agreement effective as of closing to provide for new equity rights and restrictions for Parent Units and Legacy Holders.

Change: charter amendment

Exact text from the filing

As of the closing, the Company amended and restated its limited liability company agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein, to provide for, among other things, the issuance of the Parent Units to the holders of Skechers Common Stock that validly elected to receive the Mixed Election Consideration (subject to proration as set forth in the Merger Agreement) (collectively, the “Legacy Holders”), and 3G Fund VI, L.P., a Cayman Islands exempted limited partnership (“Fund VI”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Beach Acquisition Co Parent, LLC completed an acquisition involving Skechers U.S.A., Inc. (closed 2025-09-12).

Action: acquisition
Counterparty: Skechers U.S.A., Inc.
Closing: 2025-09-12

Exact text from the filing

On September 12, 2025, the registrant, Beach Acquisition Co Parent, LLC, a Delaware limited liability company (the “Company,” “we,” “us,” or “our”), acquired Skechers U.S.A., Inc., a Delaware corporation (“Skechers”), pursuant to that certain Agreement and Plan of Merger, dated as of May 4, 2025

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Source: SEC EDGAR

accession 0000950142-25-002428

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