May 09, 2025 | Consumer Discretionary | North America | Active
On 5-May-25, footwear brand Skechers USA (“Skechers”) agreed to be taken private by 3G Capital for $9.4bn. Under the terms of the definitive agreement, 3G Capital will acquire all outstanding shares for $63.00 per share in cash, implying a 27.6% one-day takeover premium. Target shareholders may alternatively elect a mixed consideration of $57.00 in cash plus one unlisted, non-transferable LLC unit in a newly-formed private parent (“New LLC”). This option applies to both Skechers’ Class A shares (SKX US) and unlisted, super-voting Class B shares, but is subject to a cap of 20% of total shares, where any excess elections will be prorated. The default for non-electing holders is $63.00 cash and, importantly, the mixed consideration is not available for any shares transferred between 2-May-25 and closing. Upon completion, 3G will own around 80% of New LLC. Chairman, CEO and Founder Robert Greenberg, and the Greenberg Family, have entered into a support agreement to elect for the mixed consideration. Written consents from the Greenbergs and affiliated trusts, together controlling 60% of Skecher’s total voting power, means that the deal has effectively secured shareholder approval. According to a Form 13D filed on 5-May-25, Robert Greenberg beneficially owns 92.6% of Class B shares and 55.7% of the total votes. The transaction is unanimously approved by Skechers’ board, following the recommendation by a special committee of independent directors. The deal requires HSR approval in the US (filing due by 9-Jun-25) and other foreign regulatory and FDI clearances. The merger agreement includes ...
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