Announcement • Sep 12

+ 1 more update

3G Fund Vi, L.P., fund managed by 3G Capital, Inc completed the acquisition of Skechers U.S.A., Inc. (NYSE:SKX) from Skechers Voting Trust, FMR LLC, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Greenberg Family Trust and others.

3G Fund Vi, L.P., fund managed by 3G Capital, Inc. entered into an Agreement and Plan of Merger to acquire Skechers U.S.A., Inc. (NYSE:SKX) from Skechers Voting Trust, FMR LLC, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Greenberg Family Trust and others for $9.7 billion on May 4, 2025. Under the terms of the definitive merger agreement (the “Merger Agreement”), 3G Capital has agreed to pay $63.00 per share in cash for all outstanding shares of Skechers, representing a premium of 30% to Skechers’ 15-day volume-weighted average stock price. The transaction includes the option for existing shareholders of Skechers to instead receive $57.00 in cash and one unlisted, non-transferable equity unit (the “LLC Unit”) in a newly-formed, privately held company that, following the closing of the transaction, will be the parent company of Skechers (the “New LLC”). Both the Cash Consideration and Mixed Election Consideration are available to each share of Skechers stock on the same terms, regardless of whether it is Class A or Class B shares of Skechers stock. In connection with entering into the Merger Agreement, on May 4, 2025, Skechers entered into a support agreement with Robert Greenberg and other members of the Greenberg Family (each, a “Supporting Stockholder”), pursuant to which each Supporting Stockholder has agreed to, among other things, elect to receive the Mixed Election Consideration in the transaction. The Skechers Board formed an independent committee of independent directors to evaluate the transaction. Following the completion of the transaction, Skechers will continue to execute its ongoing strategic initiatives including designing award-winning and innovative product, international development, direct-to-consumer expansion, domestic wholesale growth, and strategic investments in global distribution, infrastructure and technology. Upon completion of the transaction, the Company’s common stock will no longer be listed on the New York Stock Exchange, and Skechers will become a private company. The transaction will be financed through a combination of cash provided by 3G Capital as well as debt financing that has been committed by JPMorgan Chase Bank, N.A. In addition, in connection with the Merger Agreement, Parent has entered into an amended and restated debt commitment letter, dated as of May 23, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Debt Commitment Letter”) with certain financial institutions, including JPMorgan Chase Bank, N.A. acting as lead left arranger (collectively, the “Debt Financing Sources”), pursuant to which the Debt Financing Sources have committed to provide debt financing consisting of an approximately $2.1 billion first lien term loan facility, an approximately $1.6 billion first lien revolving facility, an approximately $1.9 billion senior secured bridge facility and an approximately $2.5 billion junior debt facility (collectively, the “Debt Financing” and together with the Equity Financing, the “Financing”). Parent currently expects to borrow approximately $165.0 million less first lien debt than the committed amount of first lien term loans and bridge loans. The obligations of the Debt Financing Sources to provide the Debt Financing under the Debt Commitment Letter are subject to a number of customary conditions. In case of termination, Skechers will be required to pay 3G Capital, Inc. a termination fee of $339,883,891. In addition, 3G Capital, Inc. will be required to pay the Company a termination fee of $534,103,258. As of May 6, 2025 the transaction does not trigger any variations or changes to Accent’s distribution agreement with Skechers. As of June 27, 2025, the Federal Trade Commission approved the transaction. The transaction is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the Registration Statement has become effective in accordance with the provisions of the Securities Act of 1933, as amended. The transaction is expected to close in the third quarter of 2025. Skechers stockholders holding approximately 60% of the combined voting power of the outstanding shares of Skechers common stock have approved the transaction by written consent. As a result, no further actions by other Skechers stockholders will be required to approve the transaction. This transaction was unanimously approved by the Skechers board of directors. As on August 19, 2025, the transaction has been approved by Competition Commission of India. As of August 28, 2025, announced that all regulatory approvals required to complete the acquisition of Skechers by 3G Capital have now been received. The parties currently anticipate the Transaction will close on September 12, 2025, subject to the satisfaction of customary closing conditions contained in the parties’ definitive merger agreement. Greenhill & Co., LLC acted as exclusive financial advisor to Skechers. Under the terms of Greenhill’s engagement with Skechers, Skechers has agreed to pay Greenhill a fee of approximately $19.5 million, of which $3.0 million became payable upon delivery of Greenhill’s opinion and the remainder of which is contingent and payable only upon the consummation of the Merger. Steven Stokdyk, Josh Dubofsky, Andrew Clark, Blair Connelly, Maj Vaseghi, James Robinson, Mandy Reeves, Michael Egge, Patrick English, Francesca Pisano, Héctor Armengod, Philipp Studt, Catherine Hein, Andrew Galdes, Dennis Lamont, Pardis Zomorodi, Christine Mainguy, Michelle Gross, Aron Potash and Achraf Farraj of Latham & Watkins LLP with offices in the US and Brussels acted as lead legal counsels to Skechers. The Company Board has received the written opinion of Greenhill & Co., LLC. J.P. Morgan Securities LLC acted as exclusive financial advisor and Laura Turano, Dotun Obadina, Scott Barshay, Bradley Brown, John Kennedy, Patricia Vaz de Almeida, David Marshall, Mohammed Alvi, Nathan Mitchell, Jarrett Hoffman, Claudine Meredith-Goujon, Jeffrey Samuels, Robert Killip, Alyssa Wolpin, Peter Fisch, Marta Kelly, Chad de Souza and Stefanie Gitler of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as lead legal counsels to 3G Capital. Scott Rolnik, Jay M. Ptashek, Andrew Wright and Nadia Murad of Kirkland & Ellis LLP serving as legal counsel to 3G Capital. D.F. King & Co., Inc. served as information agent to Skechers. 3G Fund Vi, L.P., fund managed by 3G Capital, Inc completed the acquisition of Skechers U.S.A., Inc. (NYSE:SKX) from Skechers Voting Trust, FMR LLC, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Greenberg Family Trust and others on September 12, 2025.

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3G Fund Vi, L.P., fund managed by 3G Capital, Inc completed the acquisition of Skechers U.S.A., Inc. (NYSE:SKX) from Skechers Voting Trust, FMR LLC, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Greenberg Family Trust and others.

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