Skechers to be acquired by 3G capital for $63.00 per share in cash

Skechers (SKX) announced that it has agreed to be acquired by 3G Capital. Following the completion of the transaction, Skechers will continue to execute its ongoing strategic initiatives. This transaction, which was unanimously approved by the Skechers board of directors including an independent committee of independent directors, is a long-term partnership opportunity for Skechers. The company’s senior management team will lead that transition alongside 3G Capital. Further, the company will continue to be led by chairman and CEO Robert Greenberg, president Michael Greenberg, and the rest of the current management team. It will remain headquartered in its hometown of Manhattan Beach, California where it was founded over 30 years ago. Under the terms of the definitive 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 in a newly-formed, privately held company that, following the closing of the transaction, will be the parent company of Skechers. Under the terms of the merger agreement, subject to the conditions set forth therein and election mechanics described below, Skechers shareholders can elect to receive: $63.00 per share in cash; or $57.00 per share in cash and one LLC Unit. 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, Skechers entered into a support agreement with Robert Greenberg and other members of the Greenberg Family, 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. The independent committee reviewed, negotiated, unanimously approved and recommended the transaction for approval by the Skechers Board. Following approval by the Skechers board, the merger agreement was signed. 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. The transaction is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals. The transaction is expected to close in the third quarter of 2025. 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. 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.