The acquisition of Skechers U.S.A., Inc. (SKX) by 3G Capital, for a closing value of $10.63 billion. Under the terms of the agreement, Skechers shareholders can elect to receive either $63.00 per share in cash; or $57.00 per share 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. (Press Release)

Expected to close in the third quarter of 2025, for a closing value of $10.63 billion. Under the terms of the agreement, Skechers (SKX) shareholders can elect to receive either $63.00 per share in cash; or $57.00 per share 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.

Both options will be available on the same terms to all shares of Skechers stock, whether Class A or Class B.

Shares of Skechers that are sold between the close of trading on May 2, 2025, and the closing of the transaction will not be eligible to receive the Mixed Election Consideration. The availability of the Mixed Election Consideration is limited to 20% of the total outstanding shares of Skechers’ common stock. If elections for the Mixed Election Consideration exceed this threshold, those elections will be subject to proration. Additionally, any shares for which no election is made will automatically be converted into the Cash Election Consideration.

Press Release, Merger Agreement

Termination Fee:

Skechers to 3G Capital (Company Termination Fee): $339.88 million

3G Capital to Skechers (Parent Termination Fee): $534.10 million

Outside Date: November 4, 2025 (might extend to February 4, 2026)

Skechers U.S.A., Inc. Investor Relations

3G Capital Investor Relations

Update(s):

May 5, 2025: Skechers stockholders representing about 60% of the combined voting power of the company’s outstanding common stock have approved the transaction through written consent. As a result, no additional approval from other Skechers stockholders is required to complete the transaction.

May 5, 2025: Bloomberg reported that JPMorgan Chase (JPM) is set to lead about $5 billion in debt financing to support private equity firm 3G Capital’s purchase of footwear maker Skechers (SKX). The debt sale is expected to launch after the Memorial Day holiday, which occurs on May 26.

May 30, 2025: Reuters reported that a Skechers (SKX) shareholder has sued the footwear maker for more details about its $9.4 billion buyout by private equity firm 3G Capital, saying the decision by Skechers' founder and controlling shareholder to sell raises "red flags." According to a complaint filed on Thursday in Los Angeles federal court, founder Robert Greenberg and his family, who hold about 60% of Skechers' voting power, appear to have "controlled the sales process to a single bidder and deprived the minority stockholders of any legitimate bidding process." Florida-based Key West Police Officers & Firefighters Retirement Plan said the buyout should not close until Skechers makes required disclosures with the U.S. Securities and Exchange Commission to help shareholders decide if the terms are fair.

June 24, 2025: The Federal Trade Commission granted early termination of the waiting period under the HSR Act for the acquisition of Skechers (SKX) by 3G Capital.

July 1, 2025: The European Commission approved, under the EU Merger Regulation, the acquisition of sole control of Skechers USA (SKX) by 3G Capital. The transaction relates primarily to the design, manufacture and sale of lifestyle and performance footwear. The Commission concluded that the notified transaction would not raise competition concerns, given that the companies are not active in the same or vertically related markets. The notified transaction was examined under the simplified merger review procedure. The companies filed a merger notification on June 4, 2025.

August 5, 2025: Skechers (SKX) filed a definitive information statement. The companies expect the merger to be completed in the third quarter of 2025. The parties filed a notification and report form with the FTC and DOJ on May 29, 2025. The waiting period under the HSR Act expired on June 30, 2025. Between the signing of the merger agreement on May 4, 2025 and July 13, 2025, Skechers has not received any acquisition proposals.