Skechers Merger Finalized: What Investors Need to Know (SKX)

Skechers is making a big move. The lifestyle and performance footwear giant is going private after entering into a merger agreement with 3G Capital, a well-known global investment firm. This isn't just a routine acquisition; it's a carefully structured transaction that impacts shareholders directly.

Here's a plain-English breakdown of what the merger means, the options you have as a Skechers shareholder, and the actions you may need to take before the September 5, 2025, election deadline.

The Basics: What’s Happening with Skechers?

On May 4, 2025, Skechers U.S.A., Inc. signed a definitive merger agreement with 3G Capital through its affiliates: Beach Acquisition Co Parent, LLC and Beach Acquisition Merger Sub, Inc.

If all goes according to plan, Skechers will merge into Beach Acquisition Merger Sub, Inc., becoming a wholly owned subsidiary of 3G Capital. The transaction is expected to close on September 12, 2025, assuming all remaining conditions are met.

And yes, all required regulatory approvals have already been received as of August 28.

Shareholder Options: What You Can Choose

Here’s where it gets interesting for shareholders.

If you hold Skechers common stock, you’re entitled to receive Merger Consideration in one of two forms:

1. Cash Election Consideration You receive $63.00 per share in cash, no questions asked. It’s simple, clean, and final.

2. Mixed Election Consideration

   You receive $57.00 in cash plus one equity unit in the new parent company. This equity unit is not tradable, not listed on any exchange, and comes with significant transfer restrictions.

But there's a catch - or a few:

• Only 20% of all outstanding shares (called Legacy Shares) will be eligible for the Mixed Election Consideration.

• To qualify, your shares must be continuously held from May 2, 2025 through the Effective Time (the closing date).

• If too many shareholders go for the mixed option, the number of units issued will be prorated.

• If you don’t make a valid election or miss the deadline, you’ll automatically get the $63.00 per share cash option.

What Are Legacy Shares?

Not all Skechers shares are created equal in this deal.

Legacy Shares are those that:

• Were held as of the close of business on May 2, 2025

• Have not been transferred, sold, assigned, or otherwise disposed of in any way, including through hedging or derivatives

• Are still held at the time of the merger

Only Legacy Shares are eligible for the Mixed Election Consideration, and again, only up to the 20% cap.

Important Dates to Remember

• Election Deadline: September 5, 2025, at 5:00 p.m. Eastern TimeThis is your last chance to choose between the two consideration options.

• Expected Closing Date: September 12, 2025That's when the transaction is expected to be finalized, pending any last-minute delays.

Why This Merger Is Unique

This isn't your typical public shareholder vote situation. Here’s why:

• On May 4, 2025, Greenberg Stockholders (founders and insiders) owned 58.3% of the voting power.

• They signed a written consent, effectively approving the merger without the need for a shareholder meeting.

• So, you won’t be asked to vote, and no proxy solicitation is taking place.

You're simply being informed and given a choice of how you’d like to be compensated.

Risks with the Mixed Consideration Option

Before you jump at the idea of becoming a unit holder in the new parent company, consider these risks:

• The equity unit is not tradable

• No public market will exist for the Parent Units

• Valuation is speculative

• Units are subject to major transfer restrictions

• Parent company plans to suspend SEC reporting obligations post-transaction

This is more like private equity than public stock. If liquidity or transparency is important to you, the all-cash option may be the better fit.

Ownership Post-Merger

If no other shareholder besides the Greenberg group opts for the Mixed Election:

• Greenberg Stockholders would own up to 15.5% of Parent Units

If more Legacy Shareholders opt in and hit the 20% cap:

• The Greenberg family’s ownership could drop to around 3.8%

Still, 3G Capital will control the lion’s share, around 78.6% of the voting power, regardless of shareholder elections.

Where to Get Help or More Information

If you’re a shareholder with questions or need help completing your election:

• Call D.F. King & Co., Inc. at (888) 564-8149

• Email: skechers@dfking.com

Make sure to check with your broker or financial institution if you hold shares in “street name”, your deadlines may differ.

Key Takeaways

• You don’t need to vote, thanks to written consent from the majority holder

• You do need to act if you want the Mixed Election option

• Cash Option: $63 per share

• Mixed Option: $57 cash + one illiquid equity unit

• Deadline to choose: September 5, 2025

• Merger closing: Expected September 12, 2025

Final Thoughts

This merger is one of the largest strategic moves in Skechers’ history. For shareholders, the choices are clear but require timely action. Whether you want out with cash or you're curious about holding equity in the new private entity, it’s crucial to weigh the risks, liquidity, and timing.

No proxy needed. No vote required. But don’t sleep on the election deadline.

Frequently Asked Questions (FAQ)

Do I need to do anything if I want the cash option?

Technically, no. If you don’t make an election, your shares will automatically be converted to the $63.00 per share cash consideration.

Can I choose the Mixed Election for all my shares?

Only if they qualify as Legacy Shares and fall within the 20% cap. Otherwise, you’ll be prorated or defaulted to the cash option.

What if I sold some shares after May 2, 2025?

Those shares are no longer considered Legacy Shares and will only qualify for the cash consideration.

What happens if the merger doesn’t close?

The agreement includes typical closing conditions. If those aren’t met, the merger may be delayed or canceled. As of now, it’s on track.

Where can I read the full documents?

Visit the SEC’s website and search for Skechers merger filings, or contact Skechers Investor Relations.

Skechers SKX Merger

Skechers SKX Merger

Financial Disclaimer

This article is for informational purposes only and does not constitute financial or investment advice. Readers should consult with a licensed financial advisor before making any investment decisions. The author is not responsible for any investment decisions made based on the content of this article.