8-K
filed September 12, 2025, 7:59 PM ET
CIK 0001065837
M&A
confidence high
sentiment neutral
materiality 0.75
SKECHERS USA INC: M&A transaction — 3G Capital completes $63/sh ($57+unit) acquisition of Skechers; shares cease trading on NYSE
SKECHERS USA INC
- Merger consideration: $63 cash per share or $57 cash plus one Parent unit; shares ceased trading Sept 12, 2025.
- New debt issued: €1B 5.25% Senior Secured Notes due 2032, $2.2B 10%/10.75% PIK Toggle Notes due 2033, and $3.005B Term Loan plus $1.6B Revolver.
- CEO Robert Greenberg and President Michael Greenberg remain in their roles post-closing.
- Five directors resigned; Merger Sub directors became directors of the surviving corporation.
- RSAs and RSUs converted to cash; PSAs replaced with Class P units retaining service-based vesting.
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
SKECHERS USA INC incurred revolving credit of $1,600.0 million with JPMorgan Chase Bank, N.A..
- Instrument
- revolving credit
- Principal
- $1,600.0 million
- Counterparty
- JPMorgan Chase Bank, N.A.
- Event
- incurrence
Exact text from the filing
a $1,600.0 million first lien cash flow revolving facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”)
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
SKECHERS USA INC incurred senior notes of €1.0 billion with Beach Acquisition Bidco, LLC at 5.250% maturing due 2032.
- Instrument
- senior notes
- Principal
- €1.0 billion
- Counterparty
- Beach Acquisition Bidco, LLC
- Rate
- 5.250%
- Maturity
- due 2032
- Event
- incurrence
Exact text from the filing
i) an indenture, dated as of July 14, 2025 (the “Secured Notes Indenture”), in connection with the issuance and sale of €1.0 billion in aggregate principal amount of 5.250% Senior Secured Notes due 2032 (the “Senior Secured Notes”)
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
SKECHERS USA INC incurred term loan of aggregate USD equivalent of $3,005.0 million with JPMorgan Chase Bank, N.A..
- Instrument
- term loan
- Principal
- aggregate USD equivalent of $3,005.0 million
- Counterparty
- JPMorgan Chase Bank, N.A.
- Event
- incurrence
Exact text from the filing
a $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”)
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
SKECHERS USA INC incurred senior notes of $2.2 billion with Beach Acquisition Bidco, LLC at 10.000% / 10.750% maturing due 2033.
- Instrument
- senior notes
- Principal
- $2.2 billion
- Counterparty
- Beach Acquisition Bidco, LLC
- Rate
- 10.000% / 10.750%
- Maturity
- due 2033
- Event
- incurrence
Exact text from the filing
ii) an indenture, dated as of July 14, 2025 (the “PIK Notes Indenture” and, together with the Secured Notes Indenture, the “Indentures”), in connection with the issuance and sale of $2.2 billion in aggregate principal amount of 10.000% / 10.750% Senior PIK Toggle Notes due 2033 (the “Senior PIK Notes” and, together with the Senior Secured Notes, the “Notes”)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SKECHERS USA INC: Amended and restated bylaws at effective time of merger.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the Effective Time, were each amended and restated in its entirety, as set forth in Exhibits 3.1 and 3.2
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SKECHERS USA INC: Amended and restated certificate of incorporation at effective time of merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the Effective Time, were each amended and restated in its entirety, as set forth in Exhibits 3.1 and 3.2
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SKECHERS USA INC underwent a change of control involving Beach Acquisition Co Parent, LLC and affiliates of 3G Capital Partners L.P. for $63.00 in cash or $57.00 in cash and one unlisted limited liability company unit of Parent (closed 2025-09-12).
- Action
- change of control
- Counterparty
- Beach Acquisition Co Parent, LLC and affiliates of 3G Capital Partners L.P.
- Consideration
- $63.00 in cash or $57.00 in cash and one unlisted limited liability company unit of Parent
- Closing
- 2025-09-12
Exact text from the filing
the right to receive the following consideration (collectively, the “Merger Consideration”), subject to the election mechanics described below: (a) an amount in cash equal to $63.00, without interest thereon, pursuant to applicable election procedures (the “Cash Election Consideration”); or (b) an amount in cash equal to $57.00 and one unlisted limited
View on SEC.gov
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