--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-201846" form_type: "8-K" ticker: null cik: "0001065837" company_name: "SKECHERS USA INC" filed_at: "2025-09-12T23:59:59+00:00" generated_at: "2026-05-17T06:42:58.797580+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # 3G Capital completes $63/sh ($57+unit) acquisition of Skechers; shares cease trading on NYSE ## Summary - 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. ## SEC filing metadata - accession: 0001193125-25-201846 - form_type: 8-K - cik: 0001065837 - company_name: SKECHERS USA INC - filed_at: 2025-09-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1065837/000119312525201846/0001193125-25-201846-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1065837/000119312525201846/d41926d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-201846 - JSON: https://secwatch.observer/filing/0001193125-25-201846.json - Plain text: https://secwatch.observer/filing/0001193125-25-201846.txt ## Source-grounded claims - claim_id: 1895258d9b158fd34e203df5ffbc36d4999c1a25 claim: SKECHERS USA INC incurred revolving credit of $1,600.0 million with JPMorgan Chase Bank, N.A.. evidence_excerpt: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1065837/000119312525201846/0001193125-25-201846-index.htm - claim_id: 85c996500f39eb2da17d5ba633143d0269e43b25 claim: SKECHERS USA INC incurred senior notes of €1.0 billion with Beach Acquisition Bidco, LLC at 5.250% maturing due 2032. evidence_excerpt: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1065837/000119312525201846/0001193125-25-201846-index.htm - claim_id: 98d3a121cb3a4f50e5f8d3524cc052bc09d52043 claim: SKECHERS USA INC incurred term loan of aggregate USD equivalent of $3,005.0 million with JPMorgan Chase Bank, N.A.. evidence_excerpt: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1065837/000119312525201846/0001193125-25-201846-index.htm - claim_id: c387079d75cd81a24efb6f8ea9b0decc1bf74a43 claim: SKECHERS USA INC incurred senior notes of $2.2 billion with Beach Acquisition Bidco, LLC at 10.000% / 10.750% maturing due 2033. evidence_excerpt: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1065837/000119312525201846/0001193125-25-201846-index.htm - claim_id: 46facdb419499f37ae84116a6279d6b830098b8e claim: SKECHERS USA INC: Amended and restated bylaws at effective time of merger. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1065837/000119312525201846/0001193125-25-201846-index.htm - claim_id: 679c0e45e7bc2cb2f5ef491b8426ffe504ffa78c claim: SKECHERS USA INC: Amended and restated certificate of incorporation at effective time of merger. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1065837/000119312525201846/0001193125-25-201846-index.htm - claim_id: 81c2679110a96191bcdf42e1a0b40429dd12a58d claim: 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). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1065837/000119312525201846/0001193125-25-201846-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.