As filed with the U.S. Securities and Exchange Commission on June 10, 2025.

Registration No. 333-[      ]​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

BEACH ACQUISITION CO PARENT, LLC

(Exact name of registrant as Specified in its Charter)​

c/o 3G Capital Partners L.P.
600 Third Avenue, 37th Floor
New York, New York 10016
(212) 893-6727

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Daniel Schwartz
Co-Managing Partner
3G Capital Partners L.P.
600 Third Avenue, 37th Floor
New York, New York 10016
(212) 893-6727

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

With Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and upon completion of the transactions described in the enclosed information statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this information statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission becomes effective. This information statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION DATED JUNE 10, 2025

INFORMATION STATEMENT/PROSPECTUS AND NOTICE OF ACTION BY WRITTEN CONSENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

*********

TO THE STOCKHOLDERS OF SKECHERS

           , 2025

To our Stockholders:

On behalf of the Board of Directors (the “Skechers Board”) of Skechers U.S.A., Inc., a Delaware corporation (“Skechers”), we are pleased to enclose this information statement/prospectus relating to the proposed merger by and among Skechers, Beach Acquisition Co Parent, LLC, a Delaware limited liability company (“Parent”) and Beach Acquisition Merger Sub, Inc., a Delaware corporation and a subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Parties”).

On May 4, 2025, Skechers entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”) with the Buyer Parties. Subject to the terms and conditions of the Merger Agreement and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub will merge with and into Skechers, with Skechers continuing as the surviving corporation (the “Surviving Corporation”) and becoming a subsidiary of Parent (the “Merger”).

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A common stock of Skechers, par value $0.001 per share (the “Class A Common Stock”), and each share of Class B common stock of Skechers, par value $0.001 per share (the “Class B Common Stock” and together with Class A Common Stock, the “Skechers Common Stock”) that is outstanding as of immediately prior to the Effective Time (other than any share of Skechers Common Stock that is (i) (A) held by Skechers and its subsidiaries; (B) owned by the Buyer Parties; or (C) owned by any direct or indirect subsidiary of the Buyer Parties as of immediately prior to the Effective Time (each, an “Owned Company Share”) or (ii) held by any stockholder who neither voted in favor of the Transaction (as defined herein) nor consented thereto in writing and has properly and validly exercised his, her or its statutory rights of appraisal in respect of such shares of Skechers Common Stock in accordance with Section 262 of the DGCL (such shares, the “Dissenting Company Shares”)) will be cancelled and extinguished and automatically converted into the right to receive the following consideration (collectively, the “Merger Consideration”):

(i)

an amount in cash equal to $63.00, without interest thereon, pursuant to applicable election procedures (the “Cash Election Consideration” and such election, the “Cash Election”); or

​

(ii)

an amount in cash equal to $57.00 and one common limited liability company unit of Parent (such unit, the “Common Unit” and such consideration, subject to the proration as described below, the “Mixed Election Consideration” and such election, the “Mixed Election”).

​

At the Effective Time, each restricted stock award for which vesting is only tied to service-vesting conditions (“Skechers RSA”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive the Cash Election Consideration for each share of Skechers Common Stock subject to such Skechers RSA, and each restricted stock unit award, whether vested or unvested, that is outstanding immediately prior to the Effective Time (“Skechers RSU Award”) and that was granted prior to the date of the Merger Agreement will be fully vested, cancelled and automatically converted into the right to receive the Cash Election Consideration for each share of Skechers Common Stock subject to such Skechers RSU Award. Each Skechers RSU Award that is outstanding immediately prior to the Effective Time and that was granted after

the date of the Merger Agreement will be converted into a restricted equity unit with respect to one Class P limited liability company unit of Parent (such unit, the “Class P Unit” and together with the Common Unit, the “Parent Units”) for each share of Skechers Common Stock subject to such Skechers RSU Award.

Additionally, at the Effective Time, each restricted stock award for which vesting is tied in full or in part to the achievement of performance goals or metrics (“Skechers PSA”) will be cancelled and replaced with a right to receive one Class P Unit for each share of Skechers Common Stock subject to such Skechers PSA.

Each holder of shares of Skechers Common Stock will be entitled to elect to receive, for each share of Skechers Common Stock held by such holder, the Cash Election Consideration or the Mixed Election Consideration, subject to the following:

(i)

only shares of Skechers Common Stock that, from the close of business on May 2, 2025 through the Effective Time, are continuously held and not subject to forfeiture (and beneficial ownership thereof has not been, directly or indirectly, transferred, sold, assigned or similarly disposed of, including pursuant to a short sale, derivative or hedging arrangement) (“Legacy Shares”) will be eligible to be converted into the Mixed Election Consideration;

​

(ii)

all shares of Skechers Common Stock that are not Legacy Shares will be converted into Cash Election Consideration;

​

(iii)

the number of Legacy Shares entitled to, upon election, convert into Mixed Election Consideration will be capped at 20% of the outstanding shares of Skechers Common Stock (the “Cap”);

​

(iv)

elections for Mixed Election Consideration will be subject to proration if the Legacy Shares electing to convert into Mixed Election Consideration exceed the Cap; and

​

(v)

if no election is validly made by a holder, or an election made by a holder has been revoked, deemed revoked or lost before the Election Deadline (as defined herein), such holder will automatically receive the Cash Election Consideration in exchange for Skechers Common Stock.

​

All Skechers stockholders holding Legacy Shares, including executive officers, directors and employees, will have the right to choose between the Cash Election Consideration or the Mixed Election Consideration in the Merger, subject to the conditions described in the foregoing sentence. The Greenberg Family Trust, the Skechers Voting Trust, Robert Greenberg and certain members of the Greenberg family (collectively, the “Greenberg Stockholders”) elected or agreed to elect to receive the Mixed Election Consideration. For illustrative purposes only, immediately following the consummation of the Merger (the “Closing”), (i) if all holders of Legacy Shares elect the Mixed Election Consideration, the Greenberg Stockholders would in aggregate own approximately 3.7% of issued and outstanding Parent Units and (ii) if no holders of Legacy Shares elect the Mixed Election Consideration, the Greenberg Stockholders would in aggregate own a maximum of approximately 15.2% of issued and outstanding Parent Units.

The Parent Units will not be tradable and will be subject to significant transfer restrictions. The value of Parent Units cannot be determined, is highly speculative, carries a high level of risk and uncertainty and may not result in any return. See the section entitled “Risk Factors” beginning on page [  ] of this information statement/prospectus.

At a meeting held on May 4, 2025, a committee of independent and disinterested members of the Skechers Board established by the Skechers Board pursuant to and in accordance with the requirements and procedures set forth in Section 144(b)(1) of the DGCL (the “Independent Committee”) (i)  declared that the Merger Agreement and the Merger are fair to and in the best interests of Skechers and its stockholders, (ii) declared advisable the Merger Agreement and the Merger, (iii) recommended that the Skechers Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) recommended that the Skechers Board authorize and approve the execution and delivery of the Merger Agreement and the consummation of the Merger. The Independent Committee also unanimously (i) declared the Support Agreement and the transactions contemplated therein advisable, fair to and in the best interests of Skechers and its stockholders and (ii) recommended that the Skechers Board authorize and approve the execution, delivery and performance by Skechers of the Support Agreement and the transactions contemplated therein. At a meeting of the Skechers Board held on May 4, 2025, following the meeting of the Independent Committee, the Skechers Board (i) determined that it is in the best interests of Skechers and the Skechers stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger in accordance with the DGCL upon the terms and subject to the conditions set

forth in the Merger Agreement; (ii) approved and adopted the Merger Agreement and approved the execution and delivery of the Merger Agreement by Skechers, the performance by Skechers of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that the Skechers stockholders adopt the Merger Agreement and approve the Merger in accordance with the DGCL.

The adoption of the Merger Agreement and, therefore, the approval of the Transaction, including the Merger, required the affirmative vote of holders of at least a majority of the voting power of the shares of Skechers Common Stock entitled to vote on such matters. On May 4, 2025, the Greenberg Stockholders beneficially owned approximately 58.3% of the combined voting power of the outstanding Skechers Common Stock as of May 4, 2025, the record date for determining the stockholders entitled to vote in favor of adopting the Merger Agreement and approving the Transaction, including the Merger. On May 4, 2025, the Greenberg Stockholders delivered to Skechers a written consent (the “Written Consent”) adopting and approving the Merger Agreement and, to the extent the consent of Skechers stockholders was required therefor, the Transaction, including the Merger. Accordingly, the delivery of the Written Consent was sufficient to adopt the Merger Agreement and approve the Transaction, including the Merger, on behalf of Skechers stockholders, and no further action by any Skechers stockholder is required to approve the Transaction under applicable law. Therefore, Skechers has not solicited and will not solicit your votes for the adoption or approval of the Merger Agreement or the Transaction, including the Merger, by special meeting or otherwise, and you are requested not to send a proxy. This information statement/prospectus and notice of action by written consent is being provided to you for informational purposes only and will be considered the notice required under Section 228(e) of the DGCL.

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Skechers Common Stock will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Skechers Common Stock (as determined by the Delaware Court of Chancery (the “Court of Chancery”)), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal to Skechers no later than 20 days after the mailing of this information statement, which mailing date is                  , 2025, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement/prospectus. The full text of Section 262 of the DGCL can be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/​title8/c001/sc09/index.html#262. This notice and the accompanying information statement/prospectus will constitute notice to you from Skechers of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

Skechers and the Buyer Parties are not required to complete the Transaction unless a number of conditions are satisfied or waived. These conditions to the Closing include, among others, (i) the receipt of the Written Consent (which was satisfied on May 4, 2025); (ii) the expiration or termination of the applicable waiting period under the HSR Act and the occurrence or obtainment of the approvals, clearances or expirations of waiting periods under any other applicable antitrust and foreign investment laws as set forth in the confidential disclosure letter to the Merger Agreement; (iii) the consummation of the Merger not being prohibited, made illegal or enjoined by any law or order of any governmental authority of competent jurisdiction; (iv) the effectiveness of the registration statement on Form S-4 of which this information statement/prospectus forms a part; (v) this information statement/prospectus having been mailed to the Skechers stockholders and at least 20 business days having elapsed from the date of completion of such mailing; and (vi) the absence of any Company Material Adverse Effect since the date of the Merger Agreement that has occurred that is continuing.

Assuming timely satisfaction or waiver of the conditions to the Closing, the Transaction is expected to close in the third quarter of 2025. The Closing Date (as defined herein) will be at least 20 business days after the mailing of the accompanying information statement/prospectus to Skechers stockholders.

We encourage you to read this information statement/prospectus (and any documents incorporated by reference into this information statement/prospectus) carefully and in its entirety. Please pay particular attention to the section entitled “Risk Factors” beginning on page [  ] of this information statement/​prospectus.

On behalf of Skechers, thank you for your continued support.

Robert Greenberg
Chairman of the Skechers Board and Chief Executive Officer
Skechers U.S.A., Inc.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Transaction or the securities to be issued in connection therewith, passed upon the adequacy or accuracy of this information statement/prospectus or determined if this information statement/​prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This information statement/prospectus is dated            , 2025, and is first being mailed to Skechers stockholders on            , 2025.

 

REFERENCES TO ADDITIONAL INFORMATION

This information statement/prospectus incorporates important business and financial information about Skechers from other documents that Skechers has filed with the SEC and that are contained in, or incorporated by reference into, this information statement/prospectus. For a listing of documents incorporated by reference into this information statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page [  ] of this information statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this information statement/prospectus and any of the documents incorporated by reference into this information statement/prospectus or other information concerning Skechers, without charge, by telephone or written request directed to:

Skechers U.S.A., Inc.
Attention: Investor Relations
228 Manhattan Beach Boulevard
Manhattan Beach, California 90266
investors@skechers.com
(310) 318-3100

If you request any such documents, Skechers will mail them to you by first class mail, or another equally prompt means, after receipt of your request. To ensure timely delivery, any request should be made no later than             , 2025.

We are not incorporating the contents of the websites of the SEC or Skechers or any other entity into this information statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this information statement/prospectus at these websites only for your convenience.

 

 

ABOUT THIS INFORMATION STATEMENT/PROSPECTUS

This information statement/prospectus, which forms part of a registration statement on Form S-4 (File No. 333-        ) filed with the SEC by Parent, constitutes a prospectus of Parent under Section 5 of the Securities Act with respect to the Parent Units to be issued to Skechers stockholders in connection with the Transaction.

Information contained in or incorporated by reference into this information statement/prospectus relating to Skechers has been supplied by Skechers. Information contained in this information statement/​prospectus relating to the Buyer Parties has been supplied by 3G Capital Partners L.P. (“3G Capital”). You should rely only on the information contained in or incorporated by reference into this information statement/prospectus. No person has been authorized to provide you with information that is different from what is contained in, or incorporated by reference into, this information statement/prospectus, and, if given or made by any person, such information must not be relied upon as having been authorized. This information statement/prospectus is dated             , 2025, and you should not assume that the information contained in this information statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this information statement/​prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this information statement/prospectus to Skechers stockholders nor the issuance of the Parent Units in connection with the Transaction will create any implication to the contrary.

The Skechers logo, “Skechers” and other registered or common law trademarks, tradenames or service marks appearing or incorporated by reference in this information statement/prospectus are the property of Skechers. Solely for convenience, any Skechers trademarks, tradenames or service marks referred to in this information statement/prospectus appear without the ®, TM and SM symbols, but those references are not intended to indicate, in any way, that Skechers will not assert, to the fullest extent under applicable law, their rights to these trademarks, tradenames or service marks. This information statement/prospectus and the documents incorporated herein by reference may contain additional trademarks, tradenames or service marks of other companies that are the property of their respective owners and which, for convenience, appear without the ®, TM and SM symbols.

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

 

iii

 

 

iv

 

CERTAIN DEFINITIONS

Unless otherwise indicated, each reference in this information statement/prospectus to:

“Cap” means 20% of the outstanding shares of Skechers Common Stock;

“Cash Election” means an election to receive only cash;

“Cash Election Consideration” means an amount in cash equal to $63.00, without interest thereon, pursuant to applicable election procedures;

“Cash Election Shares” means each share of Skechers Common Stock for which that stockholder makes a Cash Election that is validly made and not revoked, deemed revoked or lost;

“Class A Common Stock” means each share of Class A common stock of Skechers, par value $0.001 per share;

“Class B Common Stock” means each share of Class B common stock of Skechers, par value $0.001 per share;

“Class P Units” means the Class P limited liability company units of Parent;

“Closing” means the consummation of the Merger;

“Closing Date” means the date on which the Closing actually occurs;

“Common Units” means the common limited liability company units of Parent;

“Constructive Disposition” means, with respect to a security, a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative, swap, “put-call,” margin, securities lending or other transaction that has or reasonably would be expected to have the effect of changing, limiting, arbitraging or reallocating the economic benefits and risks of ownership of such security;

“DGCL” means the Delaware General Corporation Law;

“DLLCA” means the Delaware Limited Liability Company Act;

“DOJ” means the Antitrust Division of the U.S. Department of Justice;

“Effective Time” means effective time of the Merger;

“Election Deadline” means 5:00 p.m., Eastern time, on the date that is five business days preceding the anticipated Closing Date (or such other date that the parties to the Merger Agreement agree);

“Election Form” means a form of election provided to each holder of record of Skechers Common Stock in order to enable the holder thereof to exercise his, her or its right to make an election;

“Election Record Time” means the close of business on the business day immediately prior to the date of the Merger Agreement;

“FTC” means the Federal Trade Commission;

“Fund VI” means 3G Fund VI, L.P., a Cayman Islands exempted limited partnership;

“Greenberg Stockholders” means the Greenberg Family Trust, the Skechers Voting Trust, Robert Greenberg and certain members of the Greenberg family;

“Legacy Holders” means the holders of Legacy Shares that validly elect to receive the Mixed Election Consideration;

“Legacy Member Representative” means the representative that Legacy Members will, by majority vote of the Parent Units held by such Legacy Members, elect;

 

1

 

“Legacy Members” means the Legacy Holders and PSA Holders who will receive Parent Units;

“Legacy Shares” means shares of Skechers Common Stock that, from the close of business on May 2, 2025 through the Effective Time, are continuously held and not subject to forfeiture (and beneficial ownership thereof has not been, directly or indirectly, transferred, sold, assigned or similarly disposed of, including pursuant to a short sale, derivative or hedging arrangement);

“Merger Agreement” means the Agreement and Plan of Merger (as may be amended from time to time), by and among Skechers and the Buyer Parties, dated as of May 4, 2025, a copy of which is attached as Annex A and is incorporated by reference into this information statement/prospectus;

“Merger Consideration” means (i) the Cash Election Consideration or (ii) the Mixed Election Consideration;

“Merger Sub” means Beach Acquisition Merger Sub, Inc., a Delaware corporation and a subsidiary of Parent;

“Mixed Election” means an election to receive a mixture of cash and Common Units;

“Mixed Election Consideration” means an amount in cash equal to $57.00 and one Common Unit, subject to the proration pursuant to the Merger Agreement and as described in this information statement/​prospectus;

“Mixed Election Shares” means each share of Skechers Common Stock of each Skechers stockholder who makes a valid Mixed Election that is not revoked, deemed revoked or lost;

“Non-Election Shares” means shares of any Skechers stockholder who does not make a valid election with respect to their shares of Skechers Common Stock in the Merger or whose election has been revoked, deemed revoked or lost before the Election Deadline;

“Owned Company Share” means a share of Skechers Common Stock that is (i) held by Skechers and its subsidiaries; (ii) owned by the Buyer Parties; or (iii) owned by any direct or indirect subsidiary of the Buyer Parties as of immediately prior to the Effective Time;

“Parent” means Beach Acquisition Co Parent, LLC, a Delaware limited liability company;

“Parent A&R LLCA” means limited liability company agreement of Parent (as amended and restated), the form of which is attached as Annex D;

“Parent Units” means Common Units and Class P Units;

“Parent Written Consent” means a written consent executed and delivered by the sole stockholder of Merger Sub approving the Merger in accordance with the DGCL;

“SEC” means Securities and Exchange Commission;

“Skechers” means Skechers U.S.A., Inc., a Delaware corporation;

“Skechers A&R Charter” means the amended and restated certificate of incorporation of Skechers as in effect as of the date of this information statement/prospectus;

“Skechers Board” means the Board of Directors of Skechers;

“Skechers Bylaws” means the bylaws of Skechers as in effect as of the date of this information statement/​prospectus;

“Skechers Common Stock” means Class A Common Stock and Class B Common Stock;

“Skechers ESPP” means the Skechers U.S.A. Inc. 2018 Employee Stock Purchase Plan;

“Skechers PSA” means each restricted stock award for which vesting is tied in full or in part to the achievement of performance goals or metrics;

 

2

 

“Skechers PSA Consideration” means one Class P Unit;

“Skechers RSA” means each restricted stock award for which vesting is only tied to service-vesting conditions;

“Skechers RSU Award” means each restricted stock unit award, whether vested or unvested, that is outstanding immediately prior to the Effective Time;

“Surviving Corporation Bylaws” means the amended and restated bylaws of Skechers as in effect as of the Effective Time, the form of which is attached as Annex C;

“Surviving Corporation Charter” means the second amended and restated certificate of incorporation of Skechers as in effect as of the Effective Time, the form of which is attached as Annex B;

“Support Agreement” means the Support Agreement, dated as of May 4, 2025, by and among Skechers and Greenberg Stockholders, a copy of which is attached as Annex E and is incorporated by reference into this information statement/prospectus;

“Surviving Corporation” means Skechers after the Merger with Merger Sub;

“Transaction” means the Merger in accordance with the DGCL and upon the terms and subject to the conditions set forth in the Merger Agreement;

“Transaction Documents” means the Parent A&R LLCA and the Support Agreement;

“Transfer” means, for the purposes of the Merger Agreement, to, directly or indirectly, sell, transfer, assign, or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, including by way of Constructive Disposition, or to enter into any contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment, or similar disposition of, any Skechers Common Stock owned by a person or any interest (including a beneficial interest) in any Skechers Common Stock owned by a person; and

“Written Consent” means the written consent, dated as of May 4, 2025, adopting and approving the Merger Agreement and, to the extent required therefor, the Transaction, including the Merger.

 

3

 

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

The following questions and answers are intended to briefly address some commonly asked questions regarding the Merger Agreement and the Transaction. You are encouraged to carefully read the remainder of this information statement/prospectus, the annexes and exhibits attached to this information statement/prospectus and the documents that are referred to in, and incorporated by reference into, this information statement/​prospectus and to pay special attention to the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages [  ] and [  ], respectively, of this information statement/prospectus because the information contained in this section may not provide all the information that might be important to you with respect to the Merger Agreement and the Transaction. For more information, see the section entitled “Where You Can Find More Information” beginning on page [  ] of this information statement/prospectus.

Q:

What is the proposed Transaction?

​

A:

Parent and Skechers have entered into a Merger Agreement. Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Skechers, with Skechers continuing as the Surviving Corporation and becoming a subsidiary of Parent.

​

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Skechers Common Stock that is outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares or the Dissenting Company Shares) will be converted into the right to receive the following consideration:

(i)

Cash Election Consideration — an amount in cash equal to $63.00, without interest thereon, pursuant to applicable election procedures; or

​

(ii)

Mixed Election Consideration — an amount in cash equal to $57.00 and one Common Unit.

​

Each holder of shares of Skechers Common Stock will be entitled to elect to receive, for each share of Skechers Common Stock held by such holder, the Cash Election Consideration or the Mixed Election Consideration, subject to the following:

(i)

only Legacy Shares will be eligible to be converted into the Mixed Election Consideration;

​

(ii)

all shares of Skechers Common Stock that are not Legacy Shares will be converted into Cash Election Consideration;

​

(iii)

the number of Legacy Shares entitled to, upon election, convert into Mixed Election Consideration will be capped at the Cap;

​

(iv)

elections for Mixed Election Consideration will be subject to proration if the Legacy Shares electing to convert into Mixed Election Consideration exceed the Cap, as more fully described herein under “Summary of the Merger Agreement — Merger Consideration — Proration”; and

​

(v)

if no election is validly made by a holder, or an election made by a holder has been revoked, deemed revoked or lost before the Election Deadline (as defined herein), such holder will automatically receive the Cash Election Consideration in exchange for Skechers Common Stock.

​

All Skechers stockholders holding Legacy Shares, including executive officers, directors and employees, will have the right to choose between the Cash Election Consideration or the Mixed Election Consideration in the Merger, subject to the conditions described in the foregoing sentence. The Greenberg Stockholders elected or agreed to elect to receive the Mixed Election Consideration. For illustrative purposes only, immediately following the Closing, (a) if all holders of Legacy Shares elect the Mixed Election Consideration, the Greenberg Stockholders would in aggregate own approximately 3.7% of issued and outstanding Parent Units and (b) if no holders of Legacy Shares elect the Mixed Election Consideration, the Greenberg Stockholders would in aggregate own a maximum of approximately 15.2% of issued and outstanding Parent Units.

 

4

 

The Parent Units will not be tradable and will be subject to significant transfer restrictions. The value of Parent Units cannot be determined, is highly speculative, carries a high level of risk and uncertainty and may not result in any return. See the section entitled “Risk Factors” beginning on page [  ] of this information statement/prospectus.

We have included in this information statement/prospectus important information about the Transaction and the Merger Agreement (a copy of which is attached as Annex A and is incorporated by reference into this information statement/prospectus). You should carefully read this information and the documents referred to herein in their entirety.

Please note that the delivery of the Written Consent was sufficient to adopt the Merger Agreement and approve the Transaction on behalf of Skechers stockholders, and no further action by any Skechers stockholder is required to approve the Transaction under applicable law. Therefore, Skechers will not solicit the votes of its stockholders for the adoption or approval of the Merger Agreement or the Transaction by special meeting or otherwise, and you are requested not to send a proxy.

Q:

Why am I receiving this information statement/prospectus?

​

A:

Securities and corporate laws and regulations require us to provide you with notice of the Written Consent that was delivered by the Greenberg Stockholders, as well as other information regarding the Transaction, even though your vote or consent is neither required nor requested to adopt the Merger Agreement or complete the Transaction.

​

For Skechers stockholders, this information statement/prospectus contains important information about the Merger and the other actions taken in connection with the Written Consent and serves as their notice pursuant to Section 228(e) of the DGCL and Rule 14c-2 under the Exchange Act. Skechers is not asking you for a proxy and you are not requested to send Skechers a proxy.

This information statement/prospectus constitutes a prospectus of Parent and an information statement/​prospectus of Skechers. It is a prospectus because Skechers stockholders are receiving the option to receive aggregate consideration in respect of the outstanding shares of Skechers Common Stock of (i) the Cash Election Consideration or (ii) the Mixed Election Consideration, which is comprised of an amount in cash equal to $57.00 and one Parent Unit that Parent will be issuing to such stockholders. It is an information statement/prospectus because the Skechers Board is providing Skechers stockholders with important information about the Merger and the other actions taken in connection with the Written Consent.

Q:

Why did the Skechers Board establish an Independent Committee?

​

A:

The Skechers Board established the Independent Committee to, among other things, review and evaluate one or more proposals from 3G Capital (or to the extent arising from such proposal(s) from 3G Capital, from one or more other third parties), in each case with respect to a possible sale or other business transaction involving all or substantially all of Skechers’ equity or assets on a consolidated basis, including without limitation, by merger, stock purchase, asset purchase, recapitalization, reorganization, consolidation, amalgamation or other transaction and if it determines appropriate, to negotiate (or direct the negotiation of) such transaction, or, if the Independent Committee determines that such transaction is not in the best interests of Skechers and its stockholders, to reject such transaction, with the Independent Committee having the sole discretion to reject, disapprove or recommend such transaction. The Skechers Board believed that the Transaction is not a “controlling stockholder transaction” but determined that it was prudent and in the best interests of Skechers and its stockholders to establish the Independent Committee pursuant to and in accordance with the requirements and procedures set forth in Section 144(b)(1) of the DGCL. Each member of the Independent Committee has satisfied the applicable criteria for (i) determining director independence from Skechers and the Greenberg Stockholders, in each case, under the listing standards of the NYSE (in the case of the Greenberg Stockholders, as if the Greenberg Stockholders were Skechers for purposes of applying such criteria to determine independence from the Greenberg Stockholders) and (ii) being a “disinterested director” ​(as defined in Section 144(e)(4) of the DGCL). See the section entitled “The Merger — Background of the Transaction” beginning on page [  ] of this information statement/prospectus.

​

 

5

 

The members of the Independent Committee and the Skechers Board who recommended that Skechers stockholders entitled to vote adopt the Merger Agreement and approve the Transaction were aware of and considered the interests of certain Skechers’ directors, executive officers and employees, to the extent such interests existed at the time, among other matters, during their respective deliberations on the merits of the Transaction, in negotiating, evaluating and approving the Merger Agreement and the Transaction, and in making the Skechers Board’s recommendation that the Skechers stockholders entitled to vote adopt the Merger Agreement and approve the Merger. See the section entitled “Interests of Directors and Executive Officers of Skechers in the Merger” beginning on page [  ] of this information statement/prospectus.

Q:

What did the Independent Committee determine and recommend to the Skechers Board?

​

A:

At a meeting held on May 4, 2025, the Independent Committee (i) declared that the Merger Agreement and the Merger are fair to and in the best interests of Skechers and its stockholders, (ii) declared advisable the Merger Agreement and the Merger, (iii) recommended that the Skechers Board approve the Merger Agreement and the Merger and (iv) recommended that the Skechers Board authorize and approve the execution and delivery of the Merger Agreement and the consummation of the Merger. The Independent Committee also unanimously (i) declared the Support Agreement and the transactions contemplated therein advisable, fair to and in the best interests of Skechers and its stockholders and (ii) recommended that the Skechers Board authorize and approve the execution, delivery and performance by Skechers of the Support Agreement and the transactions contemplated therein.

​

For more information, see the section entitled “The Merger — Recommendations of the Independent Committee and the Skechers Board; Skechers’ Reasons for the Transaction” beginning on page [  ] of this information statement/prospectus.

Q:

Did the Skechers Board approve and recommend the Merger Agreement?

​

A:

Yes. At a meeting of the Skechers Board held on May 4, 2025, following the meeting of the Independent Committee, the Skechers Board (i) declared that the Merger Agreement and the Merger are fair to and in the best interests of Skechers and its stockholders, (ii) approved and declared advisable the Merger Agreement and the Merger, (iii) authorized and approved the execution, delivery and performance by Skechers of the Merger Agreement and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement and (iv) recommended that Skechers stockholders entitled to vote adopt the Merger Agreement. The members of the Skechers Board who were present at such meeting were Robert Greenberg, Michael Greenberg, David Weinberg, Katherine Blair, Morton Erlich, Zulema Garcia, Yolanda Macias and Richard Siskind.

​

For more information, see the section entitled “The Merger — Recommendations of the Independent Committee and the Skechers Board; Skechers’ Reasons for the Transaction” beginning on page [  ] of this information statement/prospectus.

Q:

What will Skechers stockholders receive in the Transaction?

​

A:

Each holder of shares of Skechers Common Stock will be entitled to elect to receive, for each share of Skechers Common Stock held by such holder, the Cash Election Consideration or the Mixed Election Consideration, subject to the following:

​

(i)

only Legacy Shares will be eligible to be converted into the Mixed Election Consideration;

​

(ii)

all shares of Skechers Common Stock that are not Legacy Shares will be converted into Cash Election Consideration;

​

(iii)

the number of Legacy Shares entitled to, upon election, convert into Mixed Election Consideration will be capped at the Cap;

​

(iv)

elections for Mixed Election Consideration will be subject to proration if the Legacy Shares electing to convert into Mixed Election Consideration exceed the Cap; and

​

(v)

if no election is validly made by a holder, or an election made by a holder has been revoked, deemed revoked or lost before the Election Deadline (as defined herein), such holder will automatically receive the Cash Election Consideration in exchange for Skechers Common Stock.

​

 

6

 

The Parent Units will not be tradable and will be subject to significant transfer restrictions. The value of Parent Units cannot be determined, is highly speculative, carries a high level of risk and uncertainty and may not result in any return. See the section entitled “Risk Factors — Risks Related to the Mixed Election Consideration and Ownership of Parent Units — The value of Parent Units is highly uncertain and cannot be reliably estimated.” beginning on page [  ] of this information statement/prospectus.

For more information, see the section entitled “Summary of the Merger Agreement — Merger Consideration” beginning on page [  ] of this information statement/prospectus.

Q:

Will all stockholders, including executive officers and directors, be able to elect between the Cash Election Consideration and Mixed Election Consideration?

​

A:

Yes. Each holder of Legacy Shares will be entitled to elect to receive, for each share of Skechers Common Stock held by such holder, the Cash Election Consideration or the Mixed Election Consideration.

​

See the question above entitled “What will Skechers stockholders receive in the Transaction?” for additional information. See also the section entitled “Summary of the Merger Agreement — Merger Consideration” beginning on page [  ] of this information statement/prospectus.

Q:

Will I be able to trade my Parent Units if I elect the Mixed Election Consideration?

​

A:

No. The Parent Units will not be tradable or transferable. The Legacy Members (as defined herein) will not be able to transfer their Parent Units except with the prior written consent of 3G Fund VI, L.P., a Cayman Islands exempted limited partnership (“Fund VI”), and only under narrow exceptions set forth in the Parent A&R LLCA for certain Permitted Transfers (as defined herein) (i) to affiliates, (ii) for customary estate-planning purposes, (iii) pursuant to the tag-along or drag-along provisions of the Parent A&R LLCA or (iv) in connection with a Liquidity Transaction (as defined herein) requested by the Legacy Member Representative (as defined herein). Prior to January 2, 2026, any such Permitted Transfer by a Legacy Member must be a transfer of all (but not less than all) of such Legacy Member’s units to one person. In addition, no transfer will be permitted that is reasonably expected to result in Parent having to be registered under the Securities Act or the Exchange Act. As a result, Skechers stockholders who elect to receive Parent Units as part of the Mixed Election Consideration should be prepared to hold those units indefinitely, without any assurance of liquidity or a future exit opportunity.

​

Any attempt to transfer Parent Units in violation of the Parent A&R LLCA will be void and, if intentional, would result in immediate forfeiture of any such Parent Units purported to be transferred for no consideration.

For more information, see the section entitled “Description of Parent Units — Restrictions on Transfer” beginning on page [  ] of this information statement/prospectus.

Q:

Will I get the opportunity to monetize or achieve liquidity for my Parent Unit, and if so, when might that occur?

​

A:

The Legacy Members do not have the right to compel Parent to pursue a liquidity event in respect of the Parent Units. Under the terms of the Parent A&R LLCA, only the Legacy Member Representative (and not the Legacy Members), may request that Parent pursue a Liquidity Transaction that would result in a sale of 100% of Parent Units held by Legacy Members, subject to and in accordance with the terms of the Parent A&R LLCA, and only at any time beginning five years after the Closing. If the Legacy Member Representative determines to (and does) deliver such a request to Parent, then Parent may elect to (i) pursue such Liquidity Transaction, (ii) purchase or facilitate a third-party purchase of the Parent Units held by the Legacy Members at fair market value or (iii) defer the request to initiate a Liquidity Transaction for up to nine months if the board of directors of Parent (the “Parent Board”), after consultation with its internal or external advisors, determines in good faith that market conditions or other financial, tax, regulatory or business conditions are not favorable to pursue a Liquidity Transaction. If the Legacy Member Representative does not submit a liquidity request, and neither Parent nor Fund VI initiates a liquidity event independently, the Legacy Members will have no means

​

 

7

 

to liquidate their holdings in Parent. As a result, there is a risk that Legacy Members may not be able to realize liquidity or achieve a return on their investment in the Parent Units. In addition, Parent, Fund VI or the Legacy Member Representative may seek to initiate a liquidity event at a time when some or all Legacy Members may prefer not to do so, including at a time when prevailing market conditions would result in a valuation or return that Legacy Members or other investors consider inadequate. For a discussion of risks associated with the ownership of Parent Units, see the section entitled “Risk Factors — Risks Related to the Mixed Election Consideration and Ownership of Parent Units — Parent may never pursue an initial public offering or a change of control, and even if it does, it may not provide the liquidity or return on investment Legacy Members expect.” beginning on page [  ] of this information statement/prospectus.

Q:

Did the Skechers Board receive an opinion with respect to the Parent Units as to fairness?

​

A:

No. The Skechers Board received an opinion from Greenhill & Co. LLC (“Greenhill”) as to whether the Cash Election Consideration to be received by the holders of Skechers Common Stock, other than (i) the holders of Skechers Common Stock that had entered into the Support Agreement, (ii) the holders of Owned Company Shares and (iii) the holders of Dissenting Company Shares (the holders of Common Stock in the foregoing clauses (i) through (iii), collectively, the “Excluded Holders”) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. However, the Skechers Board has not received an opinion from Greenhill or any other advisor as to the fairness, from a financial point of view, of the Mixed Election Consideration to Skechers stockholders. As a result, the Skechers Board makes no recommendation as to whether any Skechers stockholder should make a Mixed Election or regarding the Parent Units.

​

The fair market value of Parent Units cannot be determined, is highly speculative, carries a high level of risk and uncertainty and may not result in any return. For a discussion of risks associated with the ownership of Parent Units, see the section entitled “Risk Factors — Risks Related to the Mixed Election Consideration and Ownership of Parent Units — The value of Parent Units is highly uncertain and cannot be reliably estimated.” beginning on page [  ] of this information statement/prospectus. The per unit capital contribution amount of the Parent Units is $29 as described in the sections entitled “Background of the Transactions” and “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:

What will be my rights if I elect the Mixed Election Consideration?

​

A:

Upon completion of the Transaction, Skechers stockholders that validly elect the Mixed Election Consideration will become Legacy Members by virtue of owning Parent Units, and their rights as members will be governed by the terms of the Parent A&R LLCA. Parent Units will represent an interest in a limited liability company and are fundamentally different from shares of common stock in a corporation. Legacy Members will not have the same rights typically available to corporate shareholders, including statutorily mandated voting rights, fiduciary protections, access to information, attendance at and receipt of information relating to annual meetings or the ability to nominate or elect directors.

​

Following the Transaction, Fund VI expects to control approximately 80% of the voting power of the Parent Units and will have the ability to control Parent, including with the following rights described therein: (i) the sole discretion to consent to any transfer of Parent Units held by any Legacy Member and their Permitted Transferees (as defined in the Parent A&R LLCA) (other than to a Permitted Transferee) prior to certain Liquidity Transactions, (ii) the sole right to determine the number of directors on the Parent Board and appoint and remove all of the other directors (other than the Legacy Member Representative) on the Parent Board and (iii) in the case of the Legacy Member Representative’s removal, resignation or inability to act, the sole right to approve his, her or its successor (who will be elected by majority vote of the Legacy Members, subject to the approval of Fund VI). This concentration of ownership and voting power may subject the Legacy Members to decisions that materially adversely affect their interests, including decisions related to distributions, strategic transactions, the sale of assets and the operations of Parent, without meaningful input or recourse and could materially adversely affect the value of the Parent Units held by the Legacy Members and the ability of the Legacy Members to realize a return on their investment.

 

8

 

In addition, only the Legacy Member Representative will have limited information rights with respect to the books and records or operations of Parent. The Legacy Members will have waived their information rights under the Parent A&R LLCA. The Parent Units will not be tradable and Legacy Members will not be able to transfer their Parent Units except with Fund VI’s prior written consent, and only under narrow exceptions set forth in the Parent A&R LLCA for certain Permitted Transfers (i) to affiliates, (ii) for customary estate-planning purposes and (iii) pursuant to the tag-along or drag-along provisions of the Parent A&R LLCA.

For more information, see the section entitled “Description of Parent Units” beginning on page [  ] of this information statement/prospectus and “Comparison of Stockholder and Unitholder Rights” beginning on page [  ] of this information statement/prospectus. See also the question above entitled “Will I be able to trade my Parent Units if I elect the Mixed Election Consideration?”. For a discussion of risks associated with the ownership of Parent Units, see the section entitled “Risk Factors — Risks Related to the Mixed Election Consideration and Ownership of Parent Units — Parent will be controlled by Fund VI. The Legacy Member Representative will have limited rights pursuant to the Parent A&R LLCA and will have no ability to control or direct the policies of Parent” and “— Parent and Fund VI will not have any direction or control over the appointment of the Legacy Member Representative. Legacy Members will be bound by certain of the Legacy Member Representative’s decisions.” beginning on page [  ] of this information statement/prospectus.

Q:

Is the per unit capital contribution amount of the Parent Units indicative of the fair market value of the Parent Units?

​

A:

No. The per unit capital contribution amount of the Parent Units is determined for structuring purposes only (i.e., solely for purposes of determining the pro forma equity ownership percentage of the Parent a Parent Unit represents and not for purposes of expressing fair market value) and does not reflect an independent third-party appraisal or a market-based determination of the fair market value of the Parent Units. The actual fair market value of the Parent Units has not been determined and may be significantly lower than the per unit capital contribution amount due to a number of factors, including the premium paid in the transaction, the significant debt placed on the post-closing company, the illiquid nature of the Parent Units, the absence of a public trading market for the Parent Units, significant contractual restrictions on transfer of the Parent Units, and the limited rights and lack of control or influence associated with holding a minority interest in Parent, a private limited liability company. Further, there can be no assurance that any future liquidity event will occur or that, if one does occur, the Parent Units will provide a return consistent with the per unit capital contribution amount.

​

Q:

Is the per unit capital contribution of the Parent Units amount a fixed amount?

​

A:

The per unit capital contribution amount of the Parent Units is not fixed in the Merger Agreement. It will not be fixed until immediately prior to the Closing and could vary significantly, including based on the following factors: the equity used by 3G Capital to fund the Transaction, the number of outstanding Parent Units and the number of shares of Skechers Common Stock converting into the Mixed Election Consideration in the Transaction. 3G Capital expects the per unit capital contribution amount to be $29.00 (but such per unit capital contribution amount is not indicative of fair market value and could vary significantly as described above). Such per unit capital amount assumes that (i) 3G Capital capitalizes Parent with approximately $3.6 billion of equity in connection with the Transaction, (ii) immediately following the consummation of the Transaction, 155.4 million of Parent Units are issued and outstanding and (iii) 20% of the issued and outstanding shares of Skechers Common Stock elect to receive the Mixed Election Consideration.

​

Q:

What are the differences between holding Skechers Common Stock and Parent Units?

​

A:

Holders of Parent Units will not have the same rights or protections typically afforded to shareholders of a corporation and are subject to significant transfer restrictions. The terms of Parent’s certificate of formation and the Parent A&R LLCA will be materially different than the terms of the Skechers A&R Charter and the Skechers Bylaws (see the section entitled “Comparison of Stockholder and Unitholder Rights” beginning on page [  ] of this information statement/prospectus for a discussion of the different rights associated with shares of Skechers Common Stock and the Parent Units before and after the Transaction.

​

 

9

 

Q:

What are the powers of the Legacy Member Representative?

​

A:

Fund VI will control Parent. Pursuant to the terms of the Parent A&R LLCA, Fund VI will have sole discretion to consent to any transfer of Parent Units held by any Legacy Member and their Permitted Transferees (other than to a Permitted Transferee) prior to certain Liquidity Transactions, the sole right to determine the number of directors on the Parent Board and appoint and remove directors (other than the Legacy Member Representative), and in the case of the Legacy Member Representative’s removal, resignation or inability to act, has the sole right to approve his, her or its successor (who will be elected by majority vote of the Legacy Members, subject to the approval of Fund VI). As a result, although the Legacy Member Representative will serve on the Parent Board to represent the Legacy Members, the Parent Board will be made up of such number of directors as may be determined by Fund VI.

​

The Legacy Member Representative will have very limited rights under the Parent A&R LLCA and his, her or its role will be very different from that of a director of a public corporation. He, she or it will have no ability to control or direct the policies of Parent, no ability to control or influence the Parent’s actions, no governance rights and no right to a seat on any of the Parent Board’s committees. The Legacy Member Representative may, five years following the date of the Parent A&R LLCA, request that Parent pursues an initial public offering or change of control that would result in a sale of 100% of Parent Units held by Legacy Members. He, she or it will also have certain consent rights over Parent’s ability to enter into any related person transactions, redeem or repurchase any equity securities and declare any distributions (other than on a pro rata, pari passu basis); and enter into amendments that would adversely and disproportionately affect the Legacy Members as compared to Fund VI, and amendments that would adversely impact any rights or obligations of the Legacy Members or adversely affect the rights of the Legacy Member Representative as a director on the Parent Board. Any decisions made by the Legacy Member Representative pursuant to the Parent A&R LLCA will be binding upon the Legacy Members.

For more information, see the section entitled “Description of Parent Units — Legacy Member Representative; Legacy Member Representative Consent Requirements; Liquidity Rights” beginning on page [  ] of this information statement/prospectus.

For a discussion of risks associated with the ownership of Parent Units and the appointment of the Legacy Member Representative, see the section entitled “Risk Factors — Risks Related to the Mixed Election Consideration and Ownership of Parent Units — Parent will be controlled by Fund VI. The Legacy Member Representative will have limited rights pursuant to the Parent A&R LLCA and will have no ability to control or direct the policies of Parent.” and “— Parent and Fund VI will not have any direction or control over the appointment of the Legacy Member Representative. Legacy Members will be bound by certain of the Legacy Member Representative’s decisions.” beginning on page [  ] of this information statement/prospectus.

Q:

How do I elect the type of Merger Consideration that I prefer to receive?

​

A:

Each Skechers stockholder will, until the Election Deadline, be entitled to make a Cash Election or Mixed Election, as described above, subject to proration procedures described herein and in further detail in the Merger Agreement attached as Annex A to this information statement/prospectus. At least 30 days prior to the anticipated Election Deadline, Skechers will provide a form of election (the “Election Form”) to each holder of record of Skechers Common Stock in order to enable the holder thereof to exercise his, her or its right to make an election. The “Election Deadline” is 5:00 p.m., Eastern time, on the date that is five business days preceding the anticipated Closing Date (or such other date that the parties to the Merger Agreement agree).

​

Any Mixed Election or Cash Election will be deemed properly made only if the exchange agent for the Merger (the “Exchange Agent”) has received such Mixed Election or Cash Election at its designated office by the Election Deadline:

•

an Election Form duly completed and validly executed;

​

•

certificates representing the Skechers Common Stock to which such Election Form relates;

​

 

10

 

•

in the event of any Mixed Election, a validly executed joinder to the Parent A&R LLCA pursuant to which the Skechers stockholder agrees to be bound by the terms and conditions of the Parent A&R LLCA;

​

•

in the event of any Mixed Election, evidence that such holder held the Skechers Common Stock on which the Mixed Election is made on the Election Record Time (as defined herein) and has continuously held such Skechers Common Stock since such time;

​

•

a letter of transmittal in customary form; and

​

•

instructions for use in effecting the surrender of the certificates representing the Skechers Common Stock and uncertificated Skechers Common Stock, as applicable, in exchange for the Merger Consideration, payable in respect thereof pursuant to the terms of the Merger Agreement.

​

If you own Skechers Common Stock in “street name” through a bank, brokerage firm or other nominee and you wish to make an election, you should follow the instructions provided by your bank, brokerage firm or other nominee when making your election.

Any Skechers stockholder who does not make a valid election with respect to their shares of Skechers Common Stock in the Merger or whose election has been revoked, deemed revoked or lost before the Election Deadline, will be deemed not to have made an election and such shares will be converted into the right to receive the Cash Election Consideration.

For more information regarding the election procedure, see the section entitled “Summary of the Merger Agreement — Merger Consideration; Election Procedures” beginning on page [  ] of this information statement/prospectus.

Q:

Can I make one election for some of my shares of Skechers Common Stock and another election for the rest?

​

A:

Yes, subject to the proration mechanism described below. The election form will permit you to specify, among the shares of Skechers Common Stock you hold, the number of shares of Skechers Common Stock for which (i) you are electing to receive the Cash Election Consideration, (ii) you are electing to receive the Mixed Election Consideration or (iii) you make no election.

​

The number of Legacy Shares electing to convert into the Mixed Election Consideration may not exceed the Cap. The Mixed Election Consideration payable to holders of Skechers Common Stock in the Merger will be subject to proration pursuant to the terms of the Merger Agreement if the Legacy Shares electing to convert into Mixed Election Consideration exceed the Cap.

Accordingly, a holder of Skechers Common Stock may receive an amount less than the Mixed Election Consideration selected by such holder and such difference may be significant. See the section entitled “Risk Factors — Risks Related to the Mixed Election Consideration and Ownership of Parent Units — Skechers stockholders may receive a form of consideration different from what they elect, and the form of consideration that they receive may have a lower value or different tax consequences than the form of consideration that they elect to receive.” beginning on page [  ] of this information statement/​prospectus.

Q:

What happens if I do not make a valid Merger Consideration election?

​

A:

Holders of Skechers Common Stock who fail to make a valid election (or such election has been revoked, deemed revoked or lost before the Election Deadline), will be deemed to have made no election and will receive the Cash Election Consideration in exchange for such holders’ shares of Skechers Common Stock. Parent will determine, in its reasonable discretion, whether any election is properly or timely made and to disregard immaterial defects in the election form in respect of any shares of Skechers Common Stock. None of Skechers, Parent, Merger Sub or the Exchange Agent is under any duty to notify you of any defect with respect to any election.

​

 

11

 

Q:

Can I change my election after I submit an election form?

​

A:

Yes. You may change your election of the applicable Merger Consideration with respect to all or a portion of your shares of Skechers Common Stock by delivering written notice to the Exchange Agent prior to the Election Deadline. In addition, prior to the Election Deadline, you may revoke your election by delivering written notice to the Exchange Agent. If you instructed a bank, brokerage firm or other nominee to submit an election for your shares, you must follow its directions for changing those instructions. In addition, any election of applicable Merger Consideration you make will automatically be revoked if the Merger Agreement is terminated.

​

Skechers stockholders will not be entitled to change or revoke their election following the Election Deadline. As a result, if you make an election, you will be unable to change or revoke your election during the period between the Election Deadline and the Closing Date.

Q:

May I transfer my shares of Skechers Common Stock once I have made an election?

​

A:

Yes, however, if the beneficial ownership of a Skechers Common Stock is transferred after a holder has made an election, then such Skechers Common Stock will automatically be deemed to have made “no election” and be a Non-Election Share (as defined herein) and any Mixed Election made in respect of such Skechers Common Stock will be deemed to be revoked.

​

Q:

What happens if I sell my shares before the completion of the Transaction?

​

A:

If you directly or indirectly, transfer, sell, assign or similarly dispose of, including pursuant to a short sale, derivative or hedging arrangement your shares of Skechers Common Stock after you made an election and before the completion of the Transaction, then such Skechers Common Stock will automatically be deemed to have made “no election” and be a Non-Election Share and any Mixed Election made in respect of such Skechers Common Stock will be deemed to be revoked. In order to receive the applicable Mixed Election Consideration, you must continuously hold your shares of Skechers Common Stock through the Effective Time and such shares should be Legacy Shares.

​

Q:

What will holders of Skechers equity awards receive in the Transaction?

​

A:

Each restricted stock award for which vesting is only tied to service-vesting conditions (“Skechers RSA”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive the Cash Election Consideration for each share of Skechers Common Stock subject to such Skechers RSA, subject to any applicable withholding taxes. Each Skechers PSA will be cancelled and replaced with a right to receive one Class P Unit (as defined herein) for each share of Skechers Common Stock subject to such Skechers PSA, and such award will be subject to (i) the same service-based vesting conditions as were applicable to the replaced Skechers PSA and (ii) all other terms and conditions as applicable to the corresponding Skechers PSAs as of immediately prior to the Effective Time (excluding the performance-based vesting terms and including any accelerated vesting terms upon a qualifying termination of service contained in such Skechers PSA), with performance measured (a) with respect to any Skechers PSAs for which performance is measured based on relative total shareholder return, based on actual performance through the Effective Time (or, if earlier, based on actual performance through the measurement date of such Skechers PSAs) and (b) with respect to any Skechers PSAs for which performance is measured based on earnings per share, based on target performance where the applicable performance period has not ended as of the Effective Time, and otherwise, based on actual performance. Each restricted stock unit award, whether vested or unvested, that is outstanding immediately prior to the Effective Time (“Skechers RSU Award”) and that was granted prior to the date of the Merger Agreement will be fully vested, cancelled and automatically converted into the right to receive the Cash Election Consideration for each share of Skechers Common Stock subject to such Skechers RSU Award, subject to any applicable withholding taxes payable in respect thereof. Each Skechers RSU Award that is outstanding immediately prior to the Effective Time and that was granted after the date of the Merger Agreement will be converted into a restricted equity unit with respect to one Class P Unit (with the same service-based vesting conditions as were applicable to the replaced Skechers RSU Award).

​

 

12

 

See the section entitled “Interests of Directors and Executive Officers of Skechers in the Merger — Treatment of Outstanding Skechers Equity Awards” beginning on page [  ] of this information statement/​prospectus.

Q:

Should I do anything at this time with my shares of Skechers Common Stock held in book-entry form to receive the applicable Merger Consideration?

​

A:

No. If you are a registered holder of Skechers Common Stock on the records of Skechers’ transfer agent, or if you are a beneficial holder of Skechers Common Stock — that is, in street name through a bank, brokerage firm or other nominee — you will not be required to take any specific action to receive the Merger Consideration, although you will receive an Election Form and may make an election to receive the Cash Election Consideration or Mixed Election Consideration. Promptly following the Closing (but in no event later than three business days thereafter), Parent and the Surviving Corporation will cause the Exchange Agent to mail to each holder of record of Skechers Common Stock as of immediately prior to the Effective Time appropriate transmittal materials and instructions for effecting the surrender of such shares in exchange for the applicable Merger Consideration. Similarly, if you are a beneficial holder of Skechers Common Stock, your bank, brokerage firm or other nominee will effect the exchange of the shares of Skechers Common Stock you own beneficially for the applicable Merger Consideration. In either case, there is nothing for you to do. For more information, see the section entitled “Summary of the Merger Agreement — Merger Consideration” beginning on page [  ] of this information statement/prospectus.

​

Q:

Is the Merger subject to the fulfillment of certain conditions?

​

A:

Yes. Before the Merger can be completed, Skechers, Parent and Merger Sub must fulfill or, if permissible, waive, several closing conditions, including the expiration or termination of the applicable waiting period under the HSR Act and other applicable antitrust and foreign investment laws. If these conditions are not satisfied or waived, the Merger will not be completed. See “Summary of the Merger Agreement — Conditions to the Closing of the Merger” beginning on page [  ].

​

Q:

If I hold physical share certificates representing my shares of Skechers Common Stock, should I send in my share certificates now to receive the applicable Merger Consideration?

​

A:

No. If you hold physical share certificates of Skechers Common Stock, you will be sent a letter of transmittal promptly after the Closing describing how you may exchange your certificated shares of Skechers Common Stock for the applicable Merger Consideration, and the Exchange Agent will forward to you the applicable Merger Consideration to which you are entitled to after receiving the proper documentation from you. For more information, see the section entitled “Summary of the Merger Agreement — Merger Consideration” beginning on page [  ] of this information statement/prospectus. Alternatively, you may send your certificated shares at the moment you make your election to receive applicable Merger Consideration. See the question above entitled “How do I elect the type of Merger Consideration that I prefer to receive?” for additional information.

​

Q:

Is Parent’s obligation to complete the Merger subject to Parent receiving financing?

​

A:

No. Parent’s obligations under the Merger Agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the Merger.

​

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

 

13

 

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.

Q:

When do you expect the Transaction to be completed?

​

A:

Skechers and Parent are working to complete the Transaction as soon as possible. For more information, see the section entitled “Summary of the Merger Agreement — Conditions to the Closing of the Merger” beginning on page [  ] of this information statement/prospectus.

​

Assuming timely satisfaction or waiver of the conditions to the Closing, the Transaction is expected to close in the third quarter of 2025. The Closing Date will be at least 20 business days after the mailing of this information statement/prospectus to Skechers stockholders. Neither Skechers nor Parent can predict, however, the actual date on which the Transaction will be completed because it is subject to conditions beyond each company’s control.

Q:

Can the Merger Agreement be terminated?

​

A:

The Merger Agreement contains termination rights for Skechers and Parent, including, among others, by either Skechers or Parent (i) if any permanent injunction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger is in effect, or any action has been taken by any governmental authority of competent jurisdiction that, in each case, prohibits, makes illegal or enjoins the consummation of the Merger and has become final and non-appealable; (ii) if the Merger has not been consummated by 11:59 p.m., Eastern time, on November 4, 2025 (the “Termination Date”), subject to an automatic extension to February 4, 2026 in accordance with the terms of the Merger Agreement; or (iii) if the other party breaches its representations, warranties or covenants in the Merger Agreement in any material respect in a manner that would result in a failure of an applicable condition to the Closing, subject in certain cases to the right of the breaching party to cure the breach.

​

If the Merger Agreement is terminated under certain specified circumstances, including in connection with Skechers’ entry into a Superior Proposal (as defined herein), Skechers will be required to pay Parent a termination fee of $339,883,891 (the “Company Termination Fee”). For more information, see the section entitled “Summary of the Merger Agreement — Termination of the Merger Agreement” beginning on page [  ] of this information statement/prospectus.

Q:

What happens if the Transaction is not completed?

​

A:

If the Transaction is not completed for any reason, Skechers stockholders will retain their shares of Skechers Common Stock and not receive any Merger Consideration. Instead, Skechers will remain an independent public company, Class A Common Stock will continue to be listed and traded on NYSE and registered under the Exchange Act and Skechers will continue to file periodic reports with the SEC. Under specific circumstances, Skechers may be required to pay Parent the Company Termination Fee of $339,883,891, or, Parent may be required to pay Skechers a termination fee of $534,103,258 (the “Parent Termination Fee”).

​

For more information, see the section entitled “Summary of the Merger Agreement — Termination of the Merger Agreement; Company Termination Fee” beginning on page [  ] of this information statement/​prospectus.

Q:

Why am I not being asked to vote on the Transaction? What approval by Skechers stockholders is required to adopt the Merger Agreement and, therefore, approve the Transaction?

​

A:

The adoption of the Merger Agreement and, therefore, the approval of the Transaction, required the affirmative approval of a majority of the outstanding Skechers Common Stock. On May 4, 2025, the Greenberg Stockholders beneficially owned approximately 58.3% of the aggregate voting power of the outstanding Skechers Common Stock as of May 4, 2025, the record date for determining the stockholders entitled to vote in favor of adopting the Merger Agreement and approving the Transaction. On May 4, 2025, the Greenberg Stockholders delivered to Skechers the Written Consent adopting and approving the Merger Agreement and, to the extent the consent of Skechers stockholders was required therefor, the Transaction. Accordingly, the delivery of the Written Consent was sufficient to adopt the

​

 

14

 

Merger Agreement and approve the Transaction on behalf of Skechers stockholders, and no further action by any Skechers stockholder is required to approve the Transaction under applicable law. Therefore, Skechers will not solicit the votes of its stockholders for the adoption or approval of the Merger Agreement or the Transaction, by special meeting or otherwise, and you are requested not to send a proxy. This information statement/prospectus and notice of action by written consent is being provided to you for informational purposes only and will be considered the notice required under Section 228(e) of the DGCL.

Q:

What are the expected United States federal income tax consequences of the Transaction for holders of Skechers Common Stock?

​

A:

As described in more detail in the section entitled “Material United States Federal Income Tax Consequences” beginning on page [   ] of this information statement/prospectus, for U.S. federal income tax purposes, the Merger (i) with respect to holders of Skechers Common Stock who elect Mixed Election Consideration, is intended to qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to which such holders should recognize gain but not loss to the extent of the lesser of the amount of cash received and their built-in gain in their Skechers Common Stock and (ii) with respect to holders of Skechers Common Stock who elect Cash Election Consideration, should generally be treated as such holders selling their Skechers Common Stock in a taxable transaction in which capital gain or loss should be recognized.

​

You are strongly urged to consult your tax advisor to determine the particular U.S. federal, state, local or non-U.S. income or other tax consequences of the Merger to you.

Q:

Are Skechers stockholders entitled to dissenters’ or appraisal rights in connection with the Transaction?

​

A:

Yes. Under Section 262 of the DGCL, stockholders who did not provide a consent to the adoption of the Merger Agreement (i.e., stockholders other than the Greenberg Stockholders) are entitled to exercise appraisal rights in connection with the Merger with respect to their shares of Skechers Common Stock if they meet certain conditions and comply with the applicable statutory procedures for demanding and perfecting appraisal rights and do not subsequently validly withdraw or lose such rights. For more information, see the section entitled “Appraisal Rights” beginning on page [  ] of this information statement/prospectus.

​

Q:

Are there any important risks about the Transaction or Skechers’ business of which I should be aware?

​

A:

Yes, there are risks involved. You are encouraged to carefully read in its entirety the section entitled “Risk Factors” beginning on page [  ] of this information statement/prospectus.

​

Q:

Where can I find more information about Skechers?

​

A:

Skechers files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC, including Skechers, which can be accessed at https://www.sec.gov. In addition, you may also access Skechers’ filings and other information about Skechers through the “Investors” page of Skechers’ website, at https://investors.skechers.com/​. Information contained on Skechers’ website or connected thereto is provided for textual reference only and does not constitute part of, and is not incorporated by reference into, this information statement/prospectus, the registration statement of which it forms a part or any future documents that may be filed with the SEC. For a more detailed description of the available information, see the section entitled “Where You Can Find More Information” beginning on page [  ] of this information statement/prospectus.

​

 

15

 

Q:

Who do I contact if I have further questions about the Transaction or the Merger Agreement?

​

A:

Skechers stockholders who have questions about the Transaction or the Merger Agreement or who desire additional copies of this information statement/prospectus or other additional materials should contact:

​

Skechers U.S.A., Inc.
Attention: Investor Relations
228 Manhattan Beach Boulevard
Manhattan Beach, California 90266
investors@skechers.com
(310) 318-3100

If a bank, brokerage firm or other nominee holds your shares, you should also contact your bank, brokerage firm or other nominee for additional information.

 

16

 

17

 

​

18

 

​

19

 

20

 

21

 

22

 

23

 

​

24

 

25

 

26

 

​

27

 

28

 

29

 

30

 

RISK FACTORS

This section describes various risks and uncertainties related to the Transaction and the businesses and results of operations of Skechers and Parent. In addition to the other information included in, or incorporated by reference into, this information statement/prospectus, the annexes and exhibits attached to this information statement/prospectus, and the documents that are referred to in, or incorporated by reference into, this information statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [   ] of this information statement/prospectus, you should carefully consider the following risks relating to the Transaction. You should also read and consider the risk factors described in Skechers’ Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 28, 2025, and its subsequently filed Quarterly Reports on Form 10-Q, each of which is incorporated by reference into this information statement/prospectus. For further information, see the section entitled “Where You Can Find More Information” beginning on page [   ] of this information statement/prospectus. Additional risks and uncertainties not presently known to Skechers or Parent or that are not currently considered to be material may also adversely affect the Transaction or the businesses or results of operations of Skechers or Parent.

Risks Related to the Mixed Election Consideration and Ownership of Parent Units

The Parent Units will not be tradable or transferable.

There is no public market for the Parent Units and one is not expected to develop. While Parent could pursue an initial public offering in the future, it is under no obligation to do so and may never undertake one. Additionally, Legacy Members are generally prohibited from selling, transferring, pledging or otherwise disposing of their Parent Units, except in very limited circumstances and only with the prior written consent of Fund VI. As a result, Skechers stockholders who elect to receive Parent Units as part of the Mixed Election Consideration should be prepared to hold those Parent Units indefinitely, without any assurance of liquidity or a future exit opportunity.

The value of Parent Units is highly uncertain and cannot be reliably estimated.

The fair market value of the Parent Units cannot be determined at this time and is highly speculative. Parent’s investment strategies and long-term plans for Skechers involve numerous risks, depend on assumptions that are inherently uncertain and are subject to many factors outside of Parent’s control. These include changes in market and macroeconomic conditions, political or economic instability, trade policies and tariffs and fluctuations in Skechers’ performance, which could materially impact Skechers’ operations and financial results. As a result, the value of the Parent Units could fluctuate significantly — or significantly decline — over time.

Investing in Parent Units is highly speculative, carries a high level of risk and uncertainty and may not result in any return. Legacy Members should be aware that they may never realize a return on their investment.

The per unit capital contribution amount of the Parent Units is not indicative of the fair market value of the Parent Units.

The per unit capital contribution amount of the Parent Units is determined for structuring purposes only (i.e., solely for purposes of determining the pro forma equity ownership percentage of the Parent a Parent Unit represents and not for purposes of expressing fair market value) and does not reflect an independent third-party appraisal or a market-based determination of the fair market value of the Parent Units. The actual fair market value of the Parent Units has not been determined and may be significantly lower than the per unit capital contribution amount due to a number of factors, including the premium paid in the transaction, the significant debt placed on the post-closing company, the illiquid nature of the Parent Units, the absence of a public trading market for the Parent Units, significant contractual restrictions on transfer of the Parent Units, and the limited rights and lack of control or influence associated with holding a minority interest in Parent, a private limited liability company. Further, there can be no assurance that any future liquidity event will occur or that, if one does occur, the Parent Units will provide a return consistent with the per unit capital contribution amount.

 

31

 

The per unit capital contribution amount of the Parent Units is not fixed in the Merger Agreement and will not be fixed until immediately prior to the Closing.

The per unit capital contribution amount of the Parent Units is not fixed in the Merger Agreement. It will not be fixed until immediately prior to the Closing and could vary significantly, including based on the following factors: the equity used by 3G Capital to fund the Transaction, the number of outstanding Parent Units and the number of shares of Skechers Common Stock converting into the Mixed Election Consideration in the Transaction. 3G Capital expects the per unit capital contribution amount to be $29.00 (but such per unit capital contribution amount is not indicative of fair market value and could vary significantly as described above). Such per unit capital contribution amount assumes that (i) 3G Capital capitalizes Parent with approximately $3.6 billion of equity in connection with the Transaction, (ii) immediately following the consummation of the Transaction, 155.4 million of Parent Units are issued and outstanding and (iii) 20% of the issued and outstanding shares of Skechers Common Stock elect to receive the Mixed Election Consideration.

Parent may never pursue an initial public offering or a change of control, or realize the anticipated benefits of its strategy, and even if it does, it may not provide the liquidity or return on investment Legacy Members expect.

Legacy Members do not have the right to compel Parent to pursue a liquidity event such as an initial public offering or a change of control transaction. Pursuant to the terms of the Parent A&R LLCA, only the Legacy Member Representative (and not the individual Legacy Members) may request that Parent pursue a Liquidity Transaction that would result in the sale of 100% of the Parent Units held by Legacy Members, subject to and in accordance with the terms of the Parent A&R LLCA, and only at any time beginning five years after the Closing.

If the Legacy Member Representative makes such a request, Parent may, at its discretion (i) initiate a Liquidity Transaction, (ii) purchase or facilitate a third-party purchase of the Parent Units held by Legacy Members at fair market value or (iii) defer the request for up to nine months if, after consulting with its advisors, the Parent Board determines in good faith that market conditions or other financial, tax, regulatory or business considerations are not favorable.

If the Legacy Member Representative does not submit a liquidity request, and neither Parent nor Fund VI initiates a liquidity event independently, the Legacy Members will have no means to liquidate their holdings in Parent. As a result, there is a risk that Legacy Members may be unable to realize liquidity or achieve a return on their investment in the Parent Units. In addition, Parent, Fund VI or the Legacy Member Representative may seek to initiate a liquidity event at a time when some or all Legacy Members may prefer not to do so, including at a time when prevailing market conditions would result in a valuation or return that Legacy Members or other investors consider inadequate.

In addition, Parent expects to realize approximately $250 million in annual cost savings over the period of three years after Closing. These anticipated cost savings are based on a number of assumptions, including assumptions about Skechers’ operations and expenses and ability to improve various business functions, each of which may prove to be inaccurate. Parent can provide no assurance that it will be able to implement its planned initiatives in the manner or on the schedule currently contemplated, or at all. Additionally, there are significant risks inherent to implementing these initiatives, such as business disruptions to Skechers’ operations, and Skechers’ ability to attract and retain key personnel during the pendency of, or following, the Transaction. Failure to achieve anticipated cost savings, delays in their realization, or negative impacts associated with the implementation of these initiatives, could materially adversely affect Parent’s financial performance and the value of the investment. As a result, there is a risk that Legacy Members may be unable to realize liquidity or achieve a return on their investment in the Parent Units.

Additional tariffs on products imported to the U.S., retaliatory trade actions taken by other countries and resulting trade wars may have a material adverse impact on Skechers’ business.

Skechers’ business is subject to risks related to tariffs and other trade policies put in place by the U.S. or other countries. In 2025, the U.S. government announced the intention to impose additional tariffs on certain goods imported from numerous countries, and multiple nations, including China, responded with reciprocal tariffs and other trade actions. The U.S market accounted for 38% of Skechers’ global sales in fiscal

 

32

 

year 2024, with a substantial amount of its products imported to the U.S. primarily sourced from China, Vietnam and other Asian countries.

The recent enactment of tariffs by the U.S. government, along with the unpredictability of the rates, poses a significant risk to Skechers’ business operations and may materially increase Skechers’ costs and reduce Skechers’ margins. The tariffs may also lead to higher pricing for Skechers’ products, potentially reducing consumer demand and impacting Skechers’ sales volume. Skechers and Parent are actively monitoring the impact of any tariffs that become effective, as well as potential retaliatory tariffs imposed by other countries. Skechers and Parent are currently analyzing strategies that can be taken to moderate or minimize the effects of these trade actions, including evaluating the country of origin for sourcing product into the U.S., negotiating with suppliers and adjusting Skechers’ pricing strategies. However, there can be no assurance that these measures will be successful, or that they will offset the negative impact of the tariffs on Skechers’ business.

Given the uncertainty regarding scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the U.S. or other countries, the specific impact to Skechers’ and Parent’s business, results of operations, cash flows and financial condition is uncertain but could be material.

The Parent Units will not be listed on any securities exchange and, accordingly, holders of the Parent Units will not have the benefit of certain corporate governance protections.

After the Closing, the Parent Units will not be listed on any national securities exchange, and there are currently no plans to list the Parent Units in the future. As a result, Parent will not be subject to the governance standards imposed by the national stock exchanges, including the requirement to have a majority independent board of directors and a fully independent compensation committee and nominating and governance committee, subject to certain exceptions. Following the Closing, 3G Capital will have the authority to appoint and remove all directors (other than the right of the Legacy Member Representative to be appointed to the Parent Board) and to determine the membership of all board committees. Given this structure, there will be no independent oversight of the Parent Board or management of Parent, and Parent will not be subject to the same governance requirements or regulatory oversight applicable to publicly traded companies, and decisions may be made solely in the interest of 3G Capital (and the Legacy Members will have limited or no recourse if they disagree with those decisions).

Legacy Members that hold Parent Units will not have the same rights or protections as shareholders of a corporation and will be subject to transfer restrictions.

Upon completion of the Transaction, Skechers stockholders who validly elect the Mixed Election Consideration will become Legacy Members of Parent and will hold Parent Units. These Parent Units will be governed by the terms of the Parent A&R LLCA. The Parent A&R LLCA and Parent’s certificate of formation and the protections afforded to Legacy Members thereunder differ materially from Skechers’ current governing documents and the protections currently afforded to Skechers stockholders. See the section entitled “Comparison of Stockholder and Unitholder Rights” beginning on page [  ] for a discussion of the different rights associated with shares of Skechers Common Stock and the Parent Units before and after the Transaction. Parent Units will represent ownership in a limited liability company and are fundamentally different from shares of common stock in a corporation. Legacy Members will not have the same rights typically available to corporate shareholders, including voting rights, fiduciary protections, access to information, attendance at and receipt of information relating to annual meetings or the ability to nominate or elect directors. In particular, only the Legacy Member Representative will have limited information rights with respect to the books and records or operations of Parent. The Legacy Members will have waived their information rights under the Parent A&R LLCA and will not be able to transfer their Parent Units except with Fund VI’s prior written consent and only under narrow exceptions outlined in the Parent A&R LLCA. Any transfers in violation of the Parent A&R LLCA will be deemed void and any Parent Units intentionally purported to be transferred in violation of the Parent A&R LLCA will be subject to forfeiture. Certain Legacy Members may also be subject to post-closing restrictions, including non-compete, non- solicitation and non-hire obligations, as described in “Description of Parent Units” beginning on page [  ].

The Parent A&R LLCA will also provide that, to the fullest extent permitted by law, the doctrine of “corporate opportunity” will not apply against any member or its affiliates, including any directors and

 

33

 

officers of Parent affiliated with or designated by such member, in a manner that would prohibit them from investing in competing businesses or doing business with Parent’s clients or customers. To the extent that any member, including Fund VI, or its respective affiliates invests in other businesses, they may have differing interests than holders of Parent Units. These differing interests may influence Parent’s strategic direction and impact the value of the Parent Units.

Parent will be controlled by Fund VI. The Legacy Member Representative will have limited rights pursuant to the Parent A&R LLCA and will have no ability to control or direct the policies of Parent.

Fund VI expects to control approximately 80% of the voting power of Parent. Pursuant to the terms of the Parent A&R LLCA, Fund VI will have sole discretion to consent to any transfer of Parent Units held by any Legacy Member and their Permitted Transferees (other than to a Permitted Transferee) prior to certain Liquidity Transactions, the sole right to determine the number of directors on the Parent Board and appoint and remove directors (other than the Legacy Member Representative), and in the case of the Legacy Member Representative’s removal, resignation or inability to act, has the sole right to approve his, her or its successor (who will be elected by majority vote of the Legacy Members, subject to the approval of Fund VI). As a result, although the Legacy Member Representative will serve on the Parent Board to represent the Legacy Members, the Parent Board will be made up of such number of directors as may be determined by Fund VI.

The Legacy Member Representative will have very limited rights under the Parent A&R LLCA and its role will be very different from that of a director of a public corporation. He, she or it will have no ability to control or direct the policies of Parent, no ability to control or influence the Parent’s actions, no governance rights and no right to sit on any of the Parent Board’s committees. The Legacy Member Representative may, five years following the date of the Parent A&R LLCA, request that Parent pursues an initial public offering or change of control that would result in a sale of 100% of Parent Units held by Legacy Members. He, she or it will also have certain consent rights over Parent’s ability to enter into any related person transactions, redeem or repurchase any equity securities and declare any distributions (other than on a pro rata, pari passu basis), amendments that would adversely and disproportionately affect the Legacy Members as compared to Fund VI, and amendments that could adversely impact any rights or obligations of the Legacy Members or adversely affect the rights of the Legacy Member Representative as a director on the Parent Board. Any decisions made by the Legacy Member Representative pursuant to the Parent A&R LLCA will be binding upon the Legacy Members.

Fund VI’s concentration of ownership and voting power in Fund VI may subject the Legacy Members to decisions that materially adversely affect their interests, including decisions related to distributions, strategic transactions, the sale of assets and the operations of Parent, without meaningful input or recourse and could materially adversely affect the value of the Parent Units held by the Legacy Members and the ability of the Legacy Members to realize a return on their investment.

Parent and Fund VI will not have any direction or control over the appointment of the Legacy Member Representative. Legacy Members will be bound by certain of the Legacy Member Representative’s decisions.

The Legacy Members will, by a majority vote of the Parent Units held by such Legacy Members, elect the Legacy Member Representative to sit on the Parent Board. For so long as a Legacy Member Representative is serving in such capacity, the Legacy Member Representative will serve as a director, and Fund VI will be entitled to appoint all of the other directors on the Parent Board. Any replacement Legacy Member Representative will be elected by a majority vote of the Legacy Members and will be subject to the approval of Fund VI. Notwithstanding such approval right, only the Legacy Members (and not Parent or Fund VI) will be able to vote the Legacy Member Representative, and Parent and Fund VI will not have the ability to appoint or remove the Legacy Member Representative from the Parent Board. The Legacy Member Representative may resign at any time and may be removed by a majority vote of the Parent Units held by the Legacy Members. There can be no assurance that the Legacy Member Representative will be one of the Greenberg Stockholders or otherwise be a director, officer, employee or any other person formerly employed by or associated with Skechers, or familiar with Skechers’ business or the industry in which it operates.

 

34

 

Any decisions made by the Legacy Member Representative pursuant to the Parent A&R LLCA will be binding upon the Legacy Members, including the decision to, at least five years after the Closing, request that Parent pursue a Liquidity Transaction and any consent of the Legacy Member Representative over Parent’s ability to enter into any related person transactions, redeem or repurchase any equity securities, declare any distributions other than on a pro rata, pari passu basis and amendments to the Parent A&R LLCA that would adversely and disproportionately affect the Legacy Members as compared to Fund VI, adversely impact any rights or obligations of the Legacy Members or adversely affect the rights of the Legacy Member Representative as a director on the Parent Board. For more information, see the section entitled “Description of Parent Units — Legacy Member Representative; Legacy Member Representative Consent Requirements; Liquidity Rights” beginning on page [ ] of this information statement/​prospectus. The Legacy Member Representative may have differing priorities and objectives from the other Legacy Members regarding the Parent Units, the exercise of the Liquidity Transaction right and the other consent rights available to the Legacy Member Representative. These differing interests may influence the Legacy Member Representative’s decision-making, which will nonetheless be binding upon the Parent Units held by the Legacy Members and may impact Parent’s business and the value of the Parent Units.

Skechers will no longer be an SEC reporting company, and Parent intends to terminate or suspend its reporting obligations under the Exchange Act, as promptly as practicable following the Transaction. In addition, the Parent A&R LLCA affords no information rights to Legacy Members.

Upon completion of the Transaction, the Class A Common Stock will be delisted, Skechers will deregister, and Skechers will cease to file Exchange Act periodic reports with the SEC. Subject to applicable Exchange Act rules, Parent intends to terminate or suspend its reporting obligations under the Exchange Act (that have arisen as a result of the Transaction) as promptly as practicable following the Transaction. Furthermore, Legacy Members will have no information rights under the Parent A&R LLCA. As a result, Legacy Members will have no visibility into Skechers’ operations, financial performance or material risks, which will significantly impair their ability to assess the potential value of the Parent Units.

Legacy Members will not be entitled to receive distributions.

The Parent Board may — but will not be obligated to — direct Parent to make distributions to the members at any time or from time to time, as determined by the Parent Board in its sole and absolute discretion. No distributions on the Parent Units following the Transaction are currently contemplated. In addition, it is anticipated that the terms of any debt instruments that Parent will enter into in order to finance the Transaction will prohibit or otherwise restrict any future payment of distributions.

The Skechers Board has not made any recommendation with respect to whether a Skechers stockholder should make a Mixed Election, attempted to value the Parent Units or received an opinion from a financial advisor with respect to the Parent Units.

The Skechers Board makes no recommendation as to whether any Skechers stockholder should make a Mixed Election and makes no recommendation regarding the Parent Units. The Skechers Board has not received an opinion from Greenhill or any other advisor as to the fairness, from a financial point of view, of the Mixed Election Consideration to Skechers stockholders. The Skechers Board did not obtain an independent valuation or appraisal of the value of the Mixed Election Consideration or the consolidated assets and liabilities of Parent subsequent to the completion of the Transaction. A stockholder’s determination to make a Mixed Election is a purely voluntary decision and subject to significant risks due to the highly speculative nature of the value of the Parent Units. In making this decision, Skechers stockholders will not have the benefit of any recommendation of the Skechers Board or any opinion of its financial advisor.

Skechers stockholders may receive a form of consideration different from what they elect, and the form of consideration that they receive may have a lower value or different tax consequences than the form of consideration that they elect to receive.

The number of Legacy Shares entitled to elect to receive Mixed Election Consideration will be subject to the Cap. If the number of Legacy Shares electing to receive Mixed Election Consideration exceeds the Cap, such elections for Mixed Election Consideration will be subject to proration. Accordingly, some of the

 

35

 

Merger Consideration received by a Skechers stockholder may differ from the type of consideration selected, and such difference may be significant. This may result in, among other things, tax consequences that differ from those that would have resulted if such holder of Skechers Common Stock had received solely the form of Merger Consideration elected. A discussion of the proration mechanism can be found under the section entitled “Summary of the Merger Agreement — Merger Consideration” beginning on page [  ] of this information statement/prospectus, and a discussion of the material U.S. federal income tax consequences of the Merger can be found under the section entitled “Material United States Federal Income Tax Consequences” beginning on page [  ] of this information statement/prospectus.

Skechers stockholders are being asked to make an investment decision before the terms of the Financing are final.

The final terms, structure and amount of the equity and debt financing have not yet been determined and will not be determined before Skechers stockholders make an investment decision with respect to the form of Merger Consideration they elect to receive. The terms of the Financing contemplated by the Equity Commitment Letter (as defined herein) and the Debt Commitment Letter described in this information statement/prospectus are subject to change (whether as a result of market conditions, alternative financing arrangements or otherwise). Parent and Merger Sub have not yet entered into definitive agreements with respect to any debt financing and the debt financing remains subject to negotiation and completion of such definitive documentation. Accordingly, since the final terms, structures and amounts of the actual financing arrangements have not been agreed upon and may not be determined until shortly before the Effective Time, the final terms, structures and amounts of any or all of the actual equity and debt financing arrangements may differ materially from the terms described in this information statement/prospectus. See “Summary of the Merger Agreement — Financing of the Merger” for additional information regarding the anticipated financing of the Transaction. Skechers stockholders are being asked to make an investment decision before the terms, structures and amounts of these financing arrangements are final. While Skechers stockholders may change or modify their election to receive Cash Election Consideration or Mixed Election Consideration prior to the Election Deadline, if these terms differ materially from those described in this document following the Election Deadline, Skechers stockholders will not be able to change or modify their election to receive Cash Election Consideration or Mixed Election Consideration.

Skechers stockholders that elect the Cash Election Consideration will not be able to participate in any future growth of Skechers’ business or benefit from any appreciation in Parent’s equity value, if any.

Skechers stockholders that elect the Cash Election Consideration will forgo any opportunity to participate in a potential IPO (which may never occur), liquidity event or any future appreciation in the value of Parent Units, if any. While there can be no assurance that an IPO or other liquidity event will ever occur or be successful, Skechers stockholders that elect the Mixed Election Consideration may benefit from such an event if one of these events occurs. By electing the Cash Election Consideration, Skechers stockholders will receive a fixed amount when the Transaction closes and will not share in any potential future growth, value creation or public market upside associated with Skechers’ business, if any.

Parent expects to obtain financing in connection with the Transaction and cannot guarantee that it will be able to obtain such financing on favorable terms or at all.

Parent has obtained commitments for Equity Financing and Debt Financing for the Transaction. See “Summary of the Merger Agreement — Financing of the Merger” for additional information regarding the anticipated financing of the Transaction. Parent’s ability to obtain any such financing will depend on, among other factors, prevailing market conditions and other factors beyond Parent’s control. If the committed Financing is not available, the Transaction may not be completed. In the event that the committed financing becomes unavailable and alternative financing is obtained, such alternative financing might be on less favorable terms and conditions than those contemplated by the Commitment Letters (as defined herein). Parent can make no assurances that it will be able to obtain new equity or debt financing on terms acceptable to it, in a timely manner or at all, and any such failure could jeopardize the consummation of the Transaction.

 

36

 

The opinion of Greenhill, Skechers’ financial advisor, will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Transaction.

Skechers has received an opinion from its financial advisor in connection with the signing of the Merger Agreement, but has not obtained any updated opinion from its financial advisor as of the date of this information statement/prospectus. Changes in the operations and prospects of Parent or Skechers, general market and economic conditions and other factors that may be beyond the control of Parent and Skechers, and on which Skechers’ financial advisor’s opinion was based, may significantly alter the value of Parent and Skechers or the Parent Units or shares of Skechers Common Stock by the time the Transaction is completed. The opinion does not express any view as to what the actual value of the Parent Units will be when issued pursuant to the Transaction. Because Skechers does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Transaction is completed.

For a description of the opinion that Skechers received from its financial advisor see the section entitled “The Merger — Opinion of the Financial Advisor of the Skechers Board” beginning on page [ ]. A copy of the opinion of Greenhill, Skechers’ financial advisor, is attached as Annex F to this information statement/prospectus.

Risks Related to the Transaction

The Transaction is subject to certain conditions, some or all of which may not be satisfied, and the Transaction may not be completed on a timely basis, if at all.

The obligations of Parent and Skechers to complete the Transaction are subject to the satisfaction or waiver of a number of conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the HSR Act and the approval, clearance or expiration under certain specified antitrust laws and foreign investment laws and (ii) the absence of any Company Material Adverse Effect (as defined herein) since the date of the Merger Agreement that has occurred that is continuing. For a more detailed discussion regarding conditions to the Transaction, see the section entitled “Summary of the Merger Agreement — Conditions to the Closing of the Merger” beginning on page [  ].

Although Parent and Skechers have agreed in the Merger Agreement to use their reasonable best efforts to complete the Transaction as promptly as practicable, many of the closing conditions are not within Parent’s or Skechers’ control, and neither company can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to November 4, 2025, which deadline may be extended to February 4, 2026 in certain circumstances, it is possible that the Merger Agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the Transaction for a significant period of time or prevent it from occurring. Any delay in completing the Transaction could cause Parent not to realize some or all of the benefits that it expects to achieve if the Transaction is successfully completed within their expected timeframe. There can be no assurance that the closing conditions will be satisfied or waived or that the Transaction will be completed.

In the event that the parties determine to waive any of the conditions to the Closing, such decision may have an adverse effect on Parent and Skechers and their respective stockholders. For example, if Parent waives the condition that there be no Company Material Effect that has occurred and is continuing, the value of the consideration received by Skechers stockholders who elect to receive the Mixed Election Consideration could be materially diminished.

Failure to complete the Transaction could negatively affect the stock price and the future business and financial results of Skechers.

If the Transaction is not completed, Skechers’ ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the Transaction, Skechers will be subject to a number of risks, including the following:

•

the market price of Class A Common Stock could decline to the extent that the current market price reflects a market assumption that the Transaction will be completed;

​

 

37

 

•

Skechers may experience negative reactions from its employees and may not be able to retain key management personnel and other key employees;

​

•

Skechers will have incurred, and will continue to incur, significant non-recurring costs in connection with the Transaction that it may be unable to recover;

​

•

Skechers may experience negative reactions from the financial markets or from suppliers, customers and regulators;

​

•

time and resources committed by Skechers’ management to matters relating to the Transaction could otherwise have been devoted to pursuing other beneficial opportunities for Skechers;

​

•

Skechers could owe the Company Termination Fee of $339,883,891 to Parent under certain circumstances;

​

•

if the Merger Agreement is terminated and the Skechers Board seeks another business combination, Skechers stockholders cannot be certain that Skechers will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms to which Parent has agreed in the Merger Agreement; and

​

•

litigation related to any failure to complete the Transaction or related to any enforcement proceeding commenced against Skechers or Parent to perform their respective obligations pursuant to the Merger Agreement.

​

If any of these risks materialize it could materially adversely impact Skechers’ ongoing business, financial condition, financial results and stock price. Similarly, delays in the completion of the Transaction could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Transaction.

The Merger Agreement contains provisions that limit Skechers’ ability to pursue alternatives to the Transaction, which could discourage a potential competing acquiror of Skechers from making a favorable alternative transaction proposal.

The Merger Agreement contains provisions that make it more difficult for Skechers to sell its business to a party other than Parent. These provisions include a general prohibition on Skechers participating in discussions and negotiations regarding any Acquisition Proposal (as defined herein) that has been made following the Threshold Date, which was May 24, 2025. See “Summary of the Merger Agreement —  Solicitation of Other Offers” beginning on page [  ] for more information.

Moreover, in connection with entering into the Merger Agreement, on May 4, 2025, Skechers entered into the Support Agreement with the Greenberg Stockholders, pursuant to which each Greenberg Stockholder has agreed to, among other things, vote against (i) any action or agreement that would reasonably be expected to prevent or materially delay the consummation of the Transaction, and (ii) any Acquisition Proposal or approval of any other proposal, transaction, agreement or action, made in opposition to or in competition with, or that would reasonably be expected to prevent, materially delay or impede the consummation of, the Merger Agreement or the Transaction. For more information, see “Summary of the Merger Agreement — Support Agreement” beginning on page [  ].

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Skechers or pursuing an alternative transaction from considering or proposing such a transaction, even if such third-party acquiror or merger partner were prepared to pay a consideration with a higher per share cash or market value than the value proposed to be received or realized in the Transaction.

Skechers is subject to business uncertainties and contractual restrictions while the proposed Transaction is pending, which could adversely affect Skechers’ business and operations.

Under the terms of the Merger Agreement, Skechers is subject to certain restrictions on the conduct of its business prior to completing the Transaction, which may restrict Skechers’ ability to execute certain of its business strategies, without Parent’s prior written consent (which consent may not be unreasonably

 

38

 

withheld, conditioned or delayed), except as expressly contemplated by the Merger Agreement or required by applicable law, or as set forth in the confidential disclosure letter to the Merger Agreement, including restrictions on Skechers’ ability to incur additional indebtedness, issue or repurchase equity, pay certain dividends, acquire or dispose of certain assets or securities, enter into, modify or terminate material contracts or make certain capital expenditures. Skechers may find that these and other contractual restrictions in the Merger Agreement may delay or prevent Skechers from responding, or limit its ability to respond, effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if Skechers’ management believes such responses may be advisable, in each case subject to certain exceptions, limitations and qualifications. Such limitations could adversely affect Skechers’ business and operations prior to the completion of the Transaction. See the section entitled “Summary of the Merger Agreement — Conduct of Business Pending the Merger” beginning on page [  ]. Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Transaction.

The business relationships of Skechers and its subsidiaries may be subject to disruption due to uncertainty associated with the Transaction, which could have an adverse effect on the results of operations, cash flows and financial position of Parent and Skechers.

Parties with which Skechers, or its subsidiaries, do business may be uncertain as to the effects the Transaction may have on them, including with respect to current or future business relationships with Skechers or its subsidiaries. These relationships may be subject to disruption as customers, suppliers and other persons with whom Skechers has a business relationship may delay or defer certain business decisions or might decide to terminate, change or renegotiate their relationships with Skechers or consider entering into business relationships with parties other than Skechers or its respective subsidiaries. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of Skechers and Parent, including an adverse effect on Parent’s ability to realize its expected benefits of the Transaction. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Transaction or termination of the Merger Agreement.

The Transaction is subject to the expiration of applicable waiting periods and the receipt of approvals or clearances from regulatory authorities in the United States and certain other jurisdictions that may impose conditions that could have an adverse effect on Parent or Skechers or, if not obtained, could prevent completion of the Transaction.

Before the Transaction may be completed, certain waiting periods (or extensions thereof) applicable to the Transaction must have expired or been terminated, and certain approvals or clearances required in connection with the Transaction must have been obtained, in each case, under the HSR Act and under the antitrust laws of certain other jurisdictions. In addition, the Transaction may be reviewed under antitrust or foreign direct investment regimes of other governmental authorities. In deciding whether to grant the required regulatory approval or clearance, the relevant governmental entities will consider the effect of the Transaction on competition within their relevant jurisdictions. If these waiting periods have not expired, or if certain approvals or clearances have not been received, Parent and Skechers may not be able to complete the Transaction.

The terms and conditions of the approvals, consents and clearances that are granted may impose requirements, limitations or costs or place restrictions on the conduct of Parent’s business following the completion of the Transaction. Under the Merger Agreement, (i) Parent and Skechers have agreed to use their reasonable best efforts to obtain such approvals or clearances and (ii) Parent and its affiliates must commit to, and effectuate, any and all remedy actions with respect to Skechers and its subsidiaries to obtain such approvals or clearances (except those that would individually or in the aggregate result in, or reasonably be expected to result in, a material adverse effect on the financial condition, business, assets or continuing results of operations of Skechers and its subsidiaries, taken as a whole) and therefore may be required to comply with conditions, terms, obligations or restrictions imposed by governmental authorities. There can be no assurance that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the Transaction or imposing additional material costs on or materially limiting the revenues of Parent following the completion of the Transaction. In addition, neither Parent nor Skechers can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or

 

39

 

abandonment of the Transaction. For a more detailed description of the regulatory review process, see the section entitled “The Merger — Regulatory Approvals Required for the Merger” beginning on page [  ].

Executive officers and directors of Skechers may have interests in the Transaction that are different from, or in addition to, those of Skechers stockholders.

Although all Skechers stockholders holding Legacy Shares, including Skechers’ executive officers and directors, have the right to choose between the Mixed Election Consideration or the Cash Election Consideration in the Transaction, Skechers’ executive officers and directors may have interests in the Transaction that are different from, or in addition to, those of Skechers stockholders. These interests include the conversion of Skechers PSAs into Class P Units and certain other outstanding equity awards into cash. In addition, Skechers’ executive officers and directors also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the Transaction. While no definitive arrangements have been negotiated or entered into, these interests include the expected continued employment of Skechers’ current Chairman and Chief Executive Officer Robert Greenberg, President Michael Greenberg and the rest of the current management team following the Transaction. The Skechers Board and the Independent Committee were aware of these interests and considered them, among other matters, in approving the Merger Agreement and the Transaction. For a description of the interests of Skechers’ executive officers and directors in the Transaction, please see “The Merger — Interests of Skechers Directors and Executive Officers in the Transaction” beginning on page [  ].

Parent and Skechers will incur direct and indirect costs as a result of the Transaction, which may be more expensive to complete than anticipated.

Parent and Skechers will incur substantial expenses in connection with and as a result of effecting the Transaction. The Transaction may be more expensive to complete than anticipated as a result of unexpected factors or events, including, but not limited to, delays in consents or approvals or developments in the political environment. Following completion of the Transaction, Parent expects to incur additional expenses in connection with the post-Closing operational planning. Parent and Skechers may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the Transaction, and/or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees. Parent and Skechers will also incur transaction fees and costs related to formulating operational plans, and the execution of these plans may lead to additional unanticipated costs and time delays. Factors beyond the control of both Parent and Skechers could materially affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

Uncertainties associated with the Transaction may cause a loss of Skechers employees during the pendency of the Transaction and under Parent’s ownership following the Transaction.

Skechers’ current and prospective employees may experience uncertainty about their future roles under Parent’s management following the Transaction, which may materially adversely affect Skechers’ ability to attract and retain key personnel during the pendency of the Transaction. The success of Parent will depend in part on the ability of Skechers to attract and retain key employees. Key personnel may depart Skechers because of issues relating to the uncertainty and difficulty of the post-Closing operations of Skechers’ business or a desire not to remain with Skechers under Parent’s management following the Transaction. Accordingly, no assurance can be given that Skechers and/or Parent will be able to retain key employees to the same extent that Skechers has been able to in the past. Skechers may lose significant expertise and talent relating to the business of Skechers, and Parent’s ability to realize the anticipated benefits of the Transactions may be adversely affected. The loss of any member of the senior management team could impair Skechers’ ability to execute its business plan and growth strategy, have a negative impact on its revenues and the effective working relationships that its executive management have developed and cause employee morale problems and the loss of additional key employees, agents, managers and clients.

Legal proceedings against Skechers and Parent could result in substantial costs, an injunction preventing the completion of the Transaction and/or a judgment resulting in the payment of damages.

On May 29, 2025, a purported holder of Class A Common Stock filed the Key West Action. The Key West Action brings claims under Section 13(e) of the Exchange Act against Skechers and certain of the

 

40

 

Greenberg Stockholders and seeks, among other things, additional disclosures, to enjoin Skechers from enforcing the Election Deadline and from Closing the Merger until additional disclosures are filed, as well as attorneys’ fees and costs. Skechers and Parent believe that the Merger fully complies with all applicable laws and that the claims asserted in the complaint are without merit. For further information on litigation relating to the Transaction, see the section entitled “The Transaction — Litigation Relating to the Transaction” beginning on page [  ] of this information statement/prospectus.

It is possible that additional litigation against Skechers, Parent, their respective affiliates and/or their respective boards of directors and management and the Independent Committee may be filed in the future. Even if a lawsuit is unsuccessful, including the complaint described in the section entitled “The Merger — Litigation Relating to the Transaction” beginning on page [  ] of this information statement/​ prospectus, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Skechers’ liquidity and financial condition. These lawsuits could prevent or delay the completion of the Transaction and result in significant costs to Skechers and/or Parent, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Skechers may waive one or more of the conditions to the Closing without re-obtaining stockholder approval.

Skechers has the right to waive, in whole or in part, certain of the conditions to the Closing, to the extent permitted by applicable law. Any such waiver may not require re-obtaining the approval of Skechers’ stockholders (which has already been obtained via the Written Consent), in which case Skechers will have the ability to complete the Transaction without seeking additional stockholder approval. Additionally, if a new stockholder approval were to be required for any such waiver, the Greenberg Stockholders’ approval would be sufficient. Any determination as to whether to waive any condition to the Closing, whether stockholder approval would be re-obtained as a result of any such waiver or whether this information statement/prospectus would be amended as a result of any waiver will be made by Skechers at the time of such waiver based on the facts and circumstances as they exist at that time, and any such waiver could have an adverse effect on Skechers and the current Skechers stockholders.

Completion of the Transaction may trigger change in control or other provisions in certain agreements to which Skechers or any subsidiary or affiliated entity is a party, which may have an adverse impact on Parent’s business and results of operations after the Transaction.

The completion of the Transaction may trigger change in control and other provisions in certain agreements to which Skechers or any subsidiary or affiliated entity is a party, including, among others, agreements with certain joint venture partners, license agreements and certain credit facilities and working capital facilities. If Skechers and Parent are unable to negotiate amendments or waivers of change in control provisions under other contracts where applicable, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Skechers and Parent are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Skechers or Parent following the Transaction. Any changes to material agreements may impact the future business and financial results of Skechers or Parent.

The unaudited pro forma condensed combined financial information included in this information statement/​ prospectus is preliminary and the actual financial condition and results of operations after the Transaction may differ materially from them.

The unaudited pro forma condensed combined financial information included in this information statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Parent’s actual financial condition or results of operations would have been had the Transaction been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon assumptions, preliminary estimates and accounting reclassifications, to record Skechers’ identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. In particular, Parent and Skechers cannot predict how many of the Skechers

 

41

 

stockholders holding Legacy Shares will exercise the Mixed Election. Therefore, in view of the uncertain nature of any prediction as to the number of shares of Skechers Common Stock that will be subject to valid and effective Mixed Elections, the unaudited pro forma condensed combined financial information has been prepared using the assumption that approximately 17% of Skechers stockholders will elect the Mixed Election. The approximately 17% represents the mid-point between an estimated minimum of approximately 14% (represents the Greenberg Stockholders who have elected or agreed to elect to receive the Mixed Election Consideration) and the Cap of 20% including in the Merger Agreement.

Parent intends to fund the cash portion of the Merger Consideration and repayment of a portion of Skechers’ existing debt with proceeds from new debt and equity financing. The unaudited pro forma condensed combined financial information is prepared assuming Parent or a wholly-owned subsidiary of Parent will issue the Debt Financing, and new common equity proceeds of approximately $3.6 billion to fund the Transaction. This is Parent management’s best estimate based on currently available information and existing Commitment Letters.

The purchase price allocation reflected in this information statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Skechers as of the date of the completion of the Transaction. Accordingly, due to the uncertainty associated with the assumptions underlying the unaudited pro forma condensed combined financial information (in particular, Parent’s inability to predict how many of the Skechers stockholders holding Legacy Shares will exercise the Mixed Election), the final accounting adjustments as a result of the Transaction may differ materially from the pro forma adjustments reflected in this information statement/​prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page [  ].

Skechers’ financial projections reflect numerous variables, estimates and assumptions and are inherently uncertain and may prove to be wrong, which may cause the actual results for Skechers’ business after the Transaction to be materially different than the results reflected in the financial projections.

As further described below in the section entitled “Skechers Management Unaudited Prospective Financial Information” beginning on page [  ] in connection with the Independent Committee’s and the Skechers Board’s evaluation of the Transaction, preliminary internal financial projections for Skechers were prepared by Skechers’ management, for use by Skechers’ financial advisor, Greenhill, in connection with the rendering of its opinion and performing its related financial analyses, as described under “The Merger — Opinion of the Financial Advisor of the Skechers Board” beginning on page [  ], for consideration by the Independent Committee and the Skechers Board in evaluating the Transaction, and, with respect to the portions thereof through the year ending December 31, 2024, made available to Parent in connection with Parent’s due diligence review of Skechers. Although presented with numerical specificity, these financial projections reflect numerous variables, estimates, and assumptions made by Skechers’ management at the time the initial financial projections were prepared by Skechers. If any of these variables, estimates and assumptions prove to be wrong, the actual results for Skechers’ business following the Transaction may differ materially from the results reflected in the financial projections. If the assumptions reflected in the estimates prove untrue, the actual results of Skechers’ business will differ materially from the results reflected in the financial projections. The financial projections also do not reflect general business, economic, market and financial conditions and any changes in any of these conditions over the period of the projections could result in the actual results differing materially from the results reflected in the financial projections.

Risks Related to Skechers and Parent Following the Transaction

Parent’s substantial indebtedness could adversely affect its financial health and its ability to execute its business strategy.

Skechers’ aggregate indebtedness as of March 31, 2025 was approximately $584.0 million. Parent’s pro forma indebtedness as of March 31, 2025, after giving effect to the Transaction and the anticipated incurrence of indebtedness in connection therewith, is expected to be approximately $6.8 billion (excluding finance and operating leases). Parent will also have approximately $1.6 billion of revolving credit commitments. In addition, subject to the limits contained in the documents governing such indebtedness,

 

42

 

Parent may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions or for other purposes. If Parent does so, the risks related to its substantial indebtedness will intensify. Specifically, Parent’s substantial indebtedness could have important consequences, including, among others:

•

increasing its vulnerability to adverse general economic and industry conditions;

​

•

limiting its flexibility in planning for, or reacting to, changes in the economy and the footwear industry;

​

•

increasing Parent’s cost of borrowing and causing it to incur substantial fees from time to time in connection with debt amendments or refinancings;

​

•

making it more difficult to obtain additional financing in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes; and

​

•

potentially requiring Parent to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of its cash flow to fund its other business needs.

​

Parent anticipates approximately $2.1 billion of its indebtedness to be incurred in connection with the Transaction will bear interest at variable interest rates. If interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect Parent’s cash flows.

After the Transaction is consummated, Parent expects that its principal sources of liquidity will be cash flow from operations and borrowings under the revolving credit portion of its senior secured credit facilities. Parent anticipates that its principal uses of liquidity will be to provide working capital, meet debt service requirements, finance capital expenditures and finance its strategic plans.

While Parent believes that its cash flows will be sufficient to service its debt, there may be circumstances in which required payments of principal and/or interest on this new debt could adversely affect its cash flows and operating results. If Parent is unable to generate sufficient cash flow from operations in the future to service its debt, Parent may have to refinance all or a portion of its debt or to obtain additional financing, and Parent may default under certain debt covenants. There can be no assurance that any refinancing of this kind would be possible or that any additional financing could be obtained.

The documents governing Parent’s indebtedness will contain, and agreements governing future indebtedness may contain, restrictions that limit Parent’s ability to access sufficient capital and flexibility in operating Skechers’ business.

The definitive documentation governing Parent’s currently anticipated Debt Financing is expected to contain various covenants that limit Parent’s ability to engage in specified types of transactions. These covenants are expected to limit Parent’s ability to, among other things, incur or guarantee additional indebtedness, incur or permit liens, merge or consolidated with or into, another company, sell assets, make distributions and other payments in respect of the Parent Units, including to redeem or repurchase the Parent Units, make certain acquisitions and investments and enter into transactions with affiliates. Parent’s inability to access sufficient capital or maintain flexibility in the operations of Skechers may have a material adverse effect on the business, results of operations and financial condition of Parent and Skechers.

Parent’s failure to comply with the covenants in the documents governing the terms of Parent’s indebtedness could be an event of default. Parent cannot guarantee that it will be able to obtain waivers from lenders or investors and/or amend the covenants in the event of any such failure.

In addition to covenants imposing restrictions on Parent’s business and operations, certain of the definitive financing documentation that Parent enters into in connection with the Debt Financing is expected to include covenants relating to financial ratios and tests. Parent’s ability to comply with these covenants may be affected by events beyond its control, including prevailing economic, financial, credit and industry conditions, and the other factors described in these “Risk Factors”. The breach of any covenants set forth in Parent’s definitive financing documentation could result in an event of default which, if not waived or amended, subject to applicable cure periods, could trigger acceleration of its indebtedness and an

 

43

 

increase in the interest rates applicable to such indebtedness, and may result in a cross-default or cross-acceleration of Parent’s other debt and agreements containing cross-default or cross-acceleration provisions. The acceleration of Parent’s indebtedness could have a material adverse effect on the business, results of operations, and financial condition of Parent and Skechers. In the event of any default under Parent’s existing or future credit facilities, including those entered into in connection with the Debt Financing, the applicable lenders could elect to terminate borrowing commitments and declare all borrowings and loans outstanding, together with accrued and unpaid interest and any fees and other obligations, to be due and payable and to refuse to lend additional amounts to Parent and require deposit of cash collateral in respect of outstanding letters of credit. In addition, Parent will grant a security interest in a significant portion of its assets to secure its obligations under the Debt Financing. During the existence of an event of default under the Debt Financing, the applicable lenders could exercise their rights and remedies thereunder, including by way of initiating foreclosure proceedings against any assets constituting collateral for Parent’s obligations under the Debt Financing.

Parent’s foreign currency indebtedness may subject Parent to foreign currency exchange risk, which could cause its indebtedness service obligations to increase significantly.

Certain of Parent’s indebtedness may be denominated in currencies other than U.S. dollars and the terms thereunder may require payment in currencies other than in U.S. dollars. As a result, fluctuations in the value of the U.S. dollar compared to other currencies may have a material impact on Parent’s ability to make interest payments and repay such debt facilities. Parent does not currently engage in hedging activities with respect to currency exchange rate risks, but may in the future engage in such activities.

The future success of Parent will depend on its ability to maintain Skechers brand name and image with consumers.

Skechers success to date has largely been due to the strength of the Skechers brand. Following the Transaction, maintaining, promoting and growing the brand will depend on Parent’s ability to develop high-quality, innovative and fashion forward products, as well as Parent’s ability to create fresh and relevant marketing and advertising campaigns, for Skechers. The inability to execute or adverse developments in these areas could negatively impact the Skechers brand. The brand could also be negatively impacted if Parent, Skechers or any of their products were to receive negative publicity including as a result of the Transaction. If Parent is unable to maintain, promote and grow the Skechers brand, its business, financial condition, results of operations and cash flows could be materially and adversely affected.

The future success of Parent and Skechers’ business will depend on Parent’s ability to respond to changing consumer preferences, identify and interpret consumer trends, and successfully market new products.

The footwear industry is subject to rapidly changing consumer preferences. The continued popularity of Skechers footwear will require Parent to accurately identify changing consumer preferences and effectively respond in a timely manner. Demand for and market acceptance of existing and new products are uncertain and depend on the following factors:

•

substantial investment in product innovation, design and development;

​

•

execution of product quality; and

​

•

significant and sustained marketing efforts and expenditures, including with respect to the monitoring of consumer trends.

​

Skechers has often been required to make decisions about product designs and marketing expenditures several months in advance of when consumer acceptance can be determined. Following the Transaction, Parent may not be successful in responding to shifting consumer preferences with new products that achieve market acceptance. If Parent fails to identify and effectively respond to changing consumer preferences, Skechers’ business could experience excess inventories, higher than normal markdowns, returns, order cancellations or an inability to profitably sell its products, and the business, financial condition, results of operations and cash flows of Parent and Skechers could be materially and adversely affected.

 

44

 

Skechers’ business faces intense competition, including competition from companies in the footwear industry and with significantly greater resources.

Skechers faces intense competition from other established companies in the footwear industry in the areas of product offerings, pricing, costs of production, and advertising and marketing expenditures. Consumer demand for Skechers’ products may decline significantly if Parent and Skechers do not adequately and timely anticipate and respond to such competitors. Some of these competitors have significantly greater financial, technological, engineering, manufacturing, marketing and distribution resources than Parent and Skechers. Their greater capabilities in these areas may enable them to better withstand periodic downturns in the footwear industry, compete more effectively on price and production, more effectively keep up with rapid changes in footwear technology, and more quickly develop new products. New companies may also enter the markets in which Skechers competes, further increasing competition. Skechers may not be able to compete successfully in the future, and increased competition may result in price reductions, cost increases, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand Skechers’ development and marketing of new products, which would materially and adversely affect the business, financial condition, results of operations and cash flows of Parent and Skechers.

Parent’s strategies will involve a number of risks that could prevent or delay the successful opening of new Skechers stores as well as negatively impact the performance of existing Skechers stores.

Skechers’ ability to successfully open and operate new stores depends on many factors, including Parent’s ability to identify suitable store locations, the availability of which is outside of the control of Parent and Skechers; negotiate acceptable lease terms, including desired tenant improvement allowances; source sufficient levels of inventory to meet the needs of new stores; hire, train and retain store personnel; successfully integrate new stores into Skechers’ existing operations; and satisfy the fashion preferences in new geographic areas.

In addition, new stores could be opened in regions in which Skechers currently have few or no stores. Any expansion into new markets may present competitive, merchandising and distribution challenges that are different from those encountered by Skechers in its existing markets. Any of these challenges could adversely affect the business and results of operations of Parent and Skechers. In addition, any new store openings in existing markets could result in reduced sales in existing stores in those markets. Parent and Skechers may decide to close stores that experience sales declines, which could result in additional costs, expenses, asset impairments or asset write-downs.

Skechers’ global retail business has required, and will continue to require, a substantial investment and commitment of resources and is subject to numerous risks and uncertainties.

Skechers’ global retail business has required substantial investments in leasehold improvements, inventory, and personnel. Skechers has also made significant operating lease commitments for retail space worldwide. Due to the high fixed-cost structure associated with Skechers’ global retail business, the poor performance or closure of stores could result in significant lease termination costs, write-offs or impairments of leasehold improvements, and employee-related termination costs. The success of Skechers’ global retail operations will also depend on Parent’s and Skechers’ ability to identify and adapt to changes in consumer spending patterns and retail shopping preferences globally, including the shift from brick and mortar to digital and mobile channels. Parent’s failure to successfully respond to these factors could adversely affect Skechers’ retail business, as well as damage its brand and reputation, and could materially and adversely affect the business, financial condition, results of operations and cash flows of Parent and Skechers.

Skechers’ retail stores depend on the customer traffic generated by shopping and factory outlet malls or by tourism.

Skechers has concept stores in shopping malls and factory outlet stores in outlet malls. Skechers depends on obtaining prominent locations and the overall success of the malls to generate customer traffic. The overall success of the malls can be negatively impacted by factors outside of the control of Parent and Skechers, such as store closures by other retailers. Some of Skechers’ concept stores occupy street locations that are heavily dependent on customer traffic generated by tourism. Tourism can be adversely affected by external factors such as an economic slowdown or social or political events. Any substantial

 

45

 

decrease in customer traffic generated by malls or tourism has, and may continue to have, an adverse effect on sales in Skechers’ existing stores or hinder Skechers’ ability to open retail stores in new markets, which could materially and adversely affect the business, financial condition, results of operations and cash flows of Parent and Skechers.

Parent will depend on key personnel to manage Skechers’ business effectively in a rapidly changing market, and if Skechers is unable to retain key personnel, its business could be harmed.

Parent will depend upon the continued services of key personnel, including Robert Greenberg, Chief Executive Officer; Michael Greenberg, President; and David Weinberg, Executive Vice President and Chief Operating Officer. Parent will also depend on its ability to identify, attract and retain additional qualified personnel. Competition for employees in the footwear industry is intense, and Parent may not be successful in attracting and retaining such personnel following the Transaction. The loss of the services of senior management and other key personnel or the failure to attract additional personnel and execute a succession plan could materially and adversely affect the business, financial condition, results of operations and cash flows of Parent and Skechers.

Skechers has a significant work force and is subject to risks related to human capital management.

Skechers employs approximately 20,100 employees worldwide and a significant portion of its operating expenses relate to compensation and benefits. Although Skechers spends a significant amount of time and expense on human capital management, neither Parent nor Skechers can ensure that Skechers will be able to maintain a happy and productive workforce. If Skechers is unable to offer competitive compensation and benefits, appropriate training and development, and a compelling work environment or sustain employee satisfaction, Skechers’ culture may be adversely affected, Skechers’ reputation may be damaged, and Parent and Skechers may incur costs related to turnover.

Skechers’ business could be harmed if Skechers fails to maintain appropriate inventory levels.

Skechers places orders with its manufacturers for some of its products prior to the time it receives customer orders. Skechers has done this to minimize purchasing costs, the time necessary to fill customer orders, and the risk of non-delivery. Skechers also maintains an inventory of certain products that it anticipates will be in greater demand. Unanticipated declines in the popularity of Skechers footwear or other unforeseen circumstances may make it difficult for Skechers and its customers to accurately forecast demand, and Skechers may be unable to sell the products it has ordered in advance from manufacturers or that it has in its inventory. Inventory levels exceeding customer demand may result in inventory write-downs and the sale of excess inventory at discounted prices, which could significantly impair Skechers’ brand image and have a material adverse effect on the operating results, financial condition and cash flows of Parent. Conversely, if Skechers underestimates consumer demand for its products or if Skechers’ manufacturers fail to supply products when Skechers needs them, Skechers may experience inventory shortages. Inventory shortages might delay shipments to customers, negatively impact retailer and distributor relationships, and diminish brand loyalty.

Skechers’ international sales and manufacturing operations are subject to the risks of doing business abroad, particularly in China and Vietnam, which could affect the ability of Skechers to manufacture or sell Skechers’ products, obtain products from foreign suppliers or control the costs of Skechers’ products.

Substantially all of Skechers’ sales during the year ended December 31, 2024 were derived from sales of footwear, apparel and accessories manufactured in foreign countries, with most manufactured in China and Vietnam. Skechers also sells its products in foreign countries and plans to increase its international sales efforts as part of its growth strategy. Foreign manufacturing and sales are subject to a number of risks, including the following: political and social unrest, including terrorism; changing economic conditions, including higher labor costs; increased costs of raw materials; currency exchange rate fluctuations; labor shortages and work stoppages, including those due to the outbreak of a disease leading to an epidemic or pandemic spread; electrical shortages; transportation delays; loss or damage to products in transit; expropriation; nationalization; the adjustment, elimination or imposition of domestic and international duties, tariffs, quotas, import and export controls and other non-tariff barriers; exposure to different legal

 

46

 

standards (particularly with respect to intellectual property); compliance with foreign laws; changes in domestic and foreign governmental policies; and the potential for circumstances where Skechers may have to incur premium freight charges to expedite the delivery of product to its customers. Apart from the impacts of the COVID-19 pandemic, including supply chain constraints, Skechers has not, to date, been materially affected by any such risks, but neither Parent nor Skechers can predict the likelihood of such developments occurring or the resulting long-term adverse impact on the business, financial condition, results of operations and cash flows of Parent and Skechers.

In particular, because most of Skechers’ products are manufactured in China and Vietnam, the possibility of adverse changes in trade or political relations with China or Vietnam, political instability in China or Vietnam, increases in labor costs, the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon in China or Vietnam, or the outbreak of a pandemic disease in China or Vietnam could severely interfere with the manufacturing and/or shipment of Skechers’ products and would have a material adverse effect on the operations of Skechers. The business operations of Skechers may be adversely affected by the current and future political environment in China. The government of China has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. The ability of Skechers to operate under China may be adversely affected by changes in Chinese laws and regulations, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property and other matters. Under its current leadership, the government of China has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the government of China will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice. A change in policies by the government of China could adversely affect the interests of Skechers by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises.

Skechers relies on independent contract manufacturers and, as a result, is exposed to disruptions in product supply.

Skechers’ footwear products are currently manufactured by independent contract manufacturers. During the year ended December 31, 2024, the top five manufacturers of Skechers’ products produced approximately 42.4% of its total purchases. One manufacturer accounted for 20.4% of total purchases for the year ended December 31, 2024.

Skechers competes with other footwear companies for production facilities, and it does not have long-term contracts with any of its contract manufacturers. Under Skechers’ current arrangements with them, these manufacturers generally may unilaterally terminate their relationship with Skechers at any time. If Skechers’ current manufacturers cease doing business with Skechers, Skechers could experience an interruption in the manufacture of its products. Although Skechers believes that they could find alternative manufacturers, Skechers may be unable to establish relationships with alternative manufacturers that will be as favorable as the relationships that Skechers has now. For example, new manufacturers may have higher prices, less favorable payment terms, lower manufacturing capacity, lower quality standards or higher lead times for delivery. If Parent and Skechers are unable to provide products consistent with Skechers’ standards or the manufacture of Skechers’ footwear is delayed or becomes more expensive, the business, financial condition, results of operations and cash flows of Parent and Skechers could be materially and adversely affected.

The ability of Skechers to deliver Skechers’ products to the market could be disrupted if Skechers encounters problems affecting its logistics and distribution systems.

Skechers has relied on owned or independently operated distribution facilities to transport, warehouse and ship products to its customers. Skechers’ logistics and distribution systems include computer-controlled and automated equipment, which may be subject to risks related to security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures. Substantially all of Skechers products are distributed from a few locations. Therefore, Skechers’ operations could be interrupted by travel restrictions, earthquakes, floods, fires or other natural disasters near its distribution centers.

 

47

 

Skechers’ business interruption insurance may not adequately protect Skechers from the potential adverse effects of significant disruptions to its distribution system, such as the long-term loss of customers or an erosion of brand image. In addition, Skechers’ distribution capacity is dependent on the timely performance of services by third parties, including the transportation of product to and from its distribution facilities. If Skechers encounters problems affecting its distribution system, the ability of Skechers to meet customer expectations, manage inventory, complete sales and achieve operating efficiencies could be materially adversely affected.

The uncertainty of global market conditions.

The uncertain state of global economic and political conditions, including the impact of inflation and challenging consumer retail market, may negatively impact Skechers’ business, which depends on the general economic environment and levels of consumers’ discretionary spending. If the economic situation weakens, Skechers may not be able to maintain or increase its sales to existing customers, make sales to new customers, open and operate new retail stores, maintain sales levels at its existing stores, maintain or increase its international operations on a profitable basis, or maintain or improve its earnings from operations as a percentage of sales. Additionally, if there is an unexpected decline in sales, Skechers’ results of operations will depend on Skechers’ and Parent’s ability to implement a corresponding and timely reduction in Skechers’ costs and manage other aspects of its operations. These challenges include (i) managing Skechers’ infrastructure, (ii) hiring and maintaining, as required, the appropriate number of qualified employees, (iii) managing inventory levels and (iv) controlling other expenses.

The impact of wars, acts of war and other conflicts around the world may result in subsequent economic sanctions imposed by the U.S., NATO and other countries. Conflicts may impact global economic conditions or Skechers’ ability to sell products to customers in the affected regions. Conflicts could also have broader implications on economics outside the directly impacted regions, such as the global inflationary impact of a potential boycott of Russian oil and gas by other countries. Furthermore, any unfavorable developments in global political, social and regulatory conditions, including geopolitical conflicts, political unrest, civil strife, terrorist activity, acts of war, public corruption, expropriation, nationalism and other economic or political uncertainties in the U.S. or internationally, could also impact Skechers’ business. Any negative sentiment toward the U.S. as a result of any such developments could also adversely affect Skechers’ business and reputation. If the uncertain global market conditions continue for a significant period or worsen, Skechers’ business and Skechers’ and Parent’s financial condition, results of operations and cash flows could be materially and adversely affected.

Skechers’ business could be adversely affected by changes in the business or financial condition of its customers due to global economic conditions.

A global financial crisis could affect the banking system and financial markets and result in a tightening in the credit markets, more stringent lending standards and terms, higher inflation, and higher volatility in fixed income, credit, currency and equity markets. In addition, Skechers’ business could be adversely affected by other economic conditions, such as the insolvency of certain of its key distributors, which could impair its distribution channels, or the diminished liquidity or an inability to obtain credit to finance purchases of its product by its significant customers. Skechers’ customers may also experience weak demand for its products or other difficulties in their businesses. If economic, financial or political conditions in global markets deteriorate in the future, demand may be lower than forecasted and insufficient to achieve Skechers’ anticipated financial results. Any of these events would likely materially and adversely affect Skechers’ and Parent’s business, financial condition, results of operations and cash flows.

Skechers’ sales are influenced by economic conditions and uncertainty that impact consumer spending and consumer confidence.

Consumer confidence and spending on discretionary items generally declines during periods of economic uncertainty or recession. Skechers’ wholesale customers anticipate and respond to adverse changes in economic conditions and uncertainty by reducing inventories and/or increasing promotional activity. Skechers’ retail stores are also affected by these conditions and may experience declines in consumer traffic and spending. As a result, factors that diminish consumer confidence and spending, particularly

 

48

 

deterioration in general economic conditions, consumer credit availability, consumer debt levels, inflation, the impact of foreign currency exchange fluctuations on tourism and tourist spending, volatility in investment returns, fear of unemployment, increases in energy costs or taxes or interest rates, housing market downturns, fear about and impact of pandemic illness, and other factors such as acts of war, natural disasters or terrorist or political events that impact consumer confidence, have had, and may continue to have a material adverse effect on the operations and financial condition of Skechers through their negative impact on Skechers’ wholesale customers as well as decreased spending in Skechers’ retail stores and potentially via Skechers’ e-commerce business.

Natural disasters, the effects of climate change, pandemics, and other events beyond Skechers’ control.

Natural disasters or other catastrophic events may cause damage or disruption to Skechers’ operations, international commerce, and the global economy, and thus could have a negative effect on Skechers. Skechers’ business operations are subject to interruption from earthquakes, hurricanes, tornadoes, floods, fires, extreme weather events, power shortages, pandemics, telecommunications failure, vandalism, cyber-attacks, the effects of climate change, and other events beyond its control. Although Skechers maintains disaster recovery plans, such events could disrupt its operations or those of its customers and suppliers, including through the inability of employees and contract professionals to work, destruction of facilities, loss of life, and adverse effects on supply chains, power, infrastructure and the integrity of information technology (“IT”) systems, all of which could materially increase its costs and expenses, delay or decrease revenue from Skechers’ customers and disrupt its ability to maintain business continuity. Skechers could incur significant costs to improve the climate-related resiliency of its infrastructure and otherwise prepare for, respond to, and mitigate the effects of climate changes. Skechers’ insurance may not be sufficient, or cover losses or additional expenses that Skechers may sustain. A significant natural disaster or other event that disrupts Skechers’ operations or those of its customers or suppliers could have a material adverse effect on Skechers’ business and Parent’s and Skechers’ results of operations, financial condition and cash flows.

Adverse conditions or changes in California could increase Skechers’ operating expenses or adversely affect its sales.

A substantial portion of Skechers’ operations are in California, including 106 of its retail stores, its headquarters in Manhattan Beach and its North America distribution center in Rancho Belago. A decline in the economic conditions, or increase in regulations or the cost of doing business in California could have a material adverse impact on Skechers’ business. Furthermore, a natural disaster or other catastrophic event in California, such as an earthquake or wildfire, could significantly disrupt Skechers’ business including the operation of its only domestic distribution center. Skechers may be more susceptible to these issues than its competitors whose operations are not as concentrated in California.

Foreign currency exchange rate fluctuations.

Foreign currency fluctuations affect Skechers’ sales and profitability. Changes in currency exchange rates may impact Skechers’ financial results positively or negatively in one period and not another, which may make it difficult to compare Skechers’ operating results from different periods. Currency exchange rate fluctuations may also adversely impact third parties that manufacture Skechers’ products by making their costs of raw materials or other production costs more expensive and more difficult to finance, thereby raising prices for Skechers, its distributors and/or its licensees. Skechers does not currently engage in hedging activities with respect to these currency exchange rate risks. For a more detailed discussion of the risks related to foreign currency fluctuation, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of Skechers’ Annual Report on Form 10-K for the year ended December 31, 2024.

In addition, Skechers’ foreign subsidiaries purchase products in U.S. dollars, which causes the cost of those products to vary depending on the foreign currency exchange rates and impacts the price charged to customers. Skechers’ foreign distributors also purchase products in U.S. dollars and sell in local currencies, which impacts the price to foreign consumers. As the U.S. dollar strengthens relative to foreign currencies, Skechers’ sales and profits are reduced when translated into U.S. dollars and its margins may be negatively impacted by the increase in product costs due to foreign currency exchange rates. Although Skechers typically works to mitigate the impact of exchange rate fluctuations through price increases and further actions to

 

49

 

reduce costs, it may not be able to fully offset the impact, if at all. Skechers’ success depends, in part, on its ability to manage or mitigate these foreign currency impacts, as changes in the value of the U.S. dollar relative to other currencies could materially and adversely affect its business, financial condition, results of operations and cash flows.

Skechers’ environmental, social and governance commitments and disclosures may expose Skechers to reputational risks and legal liability.

Skechers’ brand and reputation are associated with its public commitments to various corporate ESG initiatives, including its goals relating to sustainability and its employees. Skechers’ disclosures on these matters and any failure or perceived failure to achieve or accurately report on its commitments, could harm the reputation of Parent and Skechers and adversely affect client relationships or recruitment and retention efforts, as well as expose Parent and Skechers to potential legal liability. Increasing focus on ESG matters has resulted in, and is expected to continue to result in, the adoption of legal and regulatory requirements designed to mitigate the effects of climate change on the environmental, as well as legal and regulatory requirements requiring climate-related disclosures. If new laws or regulations are more stringent than current legal or regulatory requirements, Skechers may experience increased compliance burdens and costs to meet such obligations. Skechers’ selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or may not meet the expectations of investors or other stakeholders. Skechers’ processes and controls for reporting ESG matters across its operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by European and other regulators, and such standards may change over time, which could result in significant revisions to Skechers’ current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

There may be tax consequences of the Merger that may adversely affect holders of Skechers Common Stock if the Merger fails to qualify as a tax-deferred exchange pursuant to Section 351 of the Code for U.S. federal income tax purposes.

The exchange of Skechers Common Stock for Mixed Election Consideration pursuant to the Merger is intended to qualify as a tax-deferred exchange pursuant to Section 351 of the Code for U.S. federal income tax purposes, pursuant to which holders of Skechers Common Stock should recognize gain but not loss to the extent of the lesser of the amount of cash received and their built-in gain in their Skechers Common Stock. If such an exchange fails to qualify as a transaction described in Section 351 of the Code, then a U.S. Holder (as that term is defined in the section entitled “Material United States Federal Income Tax Consequences” beginning on page [   ] of this information statement/prospectus) would recognize gain (or loss) in an amount equal to the difference between (i) the fair market value of the Parent Units plus the amount of cash received over (ii) such U.S. Holder’s adjusted tax basis in its Skechers Common Stock. Any such gain would be capital gain and generally would be long-term capital gain if the U.S. Holder’s holding period for the Skechers Common Stock exceeded one year at the time of the Merger. The U.S. federal income tax consequences to a U.S. Holder receiving Cash Election Consideration will be the same, as described in the section entitled “Material United States Federal Income Tax Consequences” beginning on page [   ] of this information statement/prospectus, whether or not the Transaction qualifies as a tax-deferred exchange pursuant to Section 351 of the Code.

Changes in tax laws or the potential imposition of additional duties, quotas, tariffs and other trade restrictions.

Skechers’ products manufactured overseas and imported into the U.S., the European Union (“EU”) and other countries are subject to customs duties. Skechers and Parent are unable to predict whether there may be unfavorable changes in tax laws in the U.S. or overseas, additional customs duties, quotas, tariffs, anti- dumping duties, safeguard measures, cargo restrictions to prevent terrorism or other trade restrictions imposed on the importation of Skechers’ products in the future. Such actions could adversely affect Skechers’ ability to produce and market footwear at competitive prices and might have an adverse impact on Skechers’ sales and results of operations.

In addition, changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project that was undertaken by the Organization for Economic Cooperation and

 

50

 

Development (“OECD”). The OECD, which represents a coalition of member countries, recommended changes to long-standing tax principles related to transfer pricing and has developed model rules including establishing a global minimum corporate income tax tested on a jurisdictional basis (the “Pillar Two”). Many jurisdictions have adopted or announced an intention to adopt Pillar Two for tax years beginning in 2024. There can be no assurance that Skechers’ effective tax rate, tax payments or conditional reduced tax rates will not be adversely affected as countries independently amend their tax laws to adopt Pillar Two. Changes in U.S. or foreign tax laws, including new or modified guidance with respect to existing tax laws, could materially and adversely affect Skechers’ and Parent’s business, financial condition, results of operations and cash flows.

Skechers’ business could be harmed if Skechers’ contract manufacturers, suppliers or licensees violate labor, trade or other laws.

Skechers requires its independent contract manufacturers, suppliers and licensees to operate in compliance with applicable laws and regulations. Manufacturers are required to certify that neither convicted, forced or indentured labor (as defined under U.S. law) nor child labor (as defined by law in the manufacturer’s country) is used in the production process, that compensation is paid in accordance with local law and that their factories are in compliance with local safety regulations. Although Skechers promotes ethical business practices and its sourcing personnel periodically visit and monitor the operations of its independent contract manufacturers, suppliers and licensees, neither Parent nor Skechers controls them or their labor practices. If one of Skechers’ independent contract manufacturers, suppliers or licensees violates labor or other laws or diverges from those labor practices generally accepted as ethical in the U.S., it could result in adverse publicity for Skechers, damage Skechers’ reputation in the U.S., or render Skechers’ conduct of business in a particular foreign country undesirable or impractical, any of which could harm the business of Parent and Skechers.

In addition, if Skechers or its foreign manufacturers violate U.S. or foreign trade laws or regulations, Skechers may be subject to extra duties, significant monetary penalties, the seizure and the forfeiture of the products Skechers is attempting to import, or the loss of Skechers’ import privileges. Possible violations of U.S. or foreign laws or regulations could include inadequate record-keeping of Skechers’ imported products, misstatements or errors as to the origin, quota category, classification, marketing or valuation of Skechers’ imported products, fraudulent visas, or labor violations. The effects of these factors could render and Skechers’ conduct of business in a particular country undesirable or impractical, and Skechers’ business and Parent’s and Skechers’ financial condition, results of operations and cash flows could be materially and adversely affected.

The disruption, expense and potential liability associated with existing and unanticipated future litigation against Skechers.

In addition to the legal matters included in Skechers’ reserve for loss contingencies, Skechers occasionally becomes involved in litigation and investigations, and Skechers is unable to determine the extent of any liability that may arise from any such matters. Skechers has no reason to believe that there is a reasonable possibility or that it is probable that it may incur a material loss, or a material loss in excess of a recorded accrual, with respect to any other such loss contingencies. However, the outcome of litigation and investigation is inherently uncertain and assessments and decisions on defense and settlement can change significantly in a short period of time. Therefore, although Skechers considers the likelihood of such an outcome to be remote with respect to those matters for which it has not reserved an amount for loss contingencies, if one or more of these legal matters were resolved against Skechers in the same reporting period for amounts in excess of its expectations, Skechers’ consolidated financial statements of a particular reporting period could be materially adversely affected. Further, any unanticipated litigation or investigation in the future, regardless of its merits, could also significantly divert management’s attention from Skechers’ operations and result in substantial legal fees being incurred. Such disruptions, legal fees and any losses resulting from these unanticipated future matters could materially and adversely affect Skechers’ business and Parent’s and Skechers’ financial condition, results of operations and cash flows.

Skechers’ ability to compete could be jeopardized if Skechers is unable to protect its intellectual property rights or if Skechers is sued for intellectual property infringement.

Skechers believes that its trademarks, design patents and other proprietary rights are important to Skechers’ success and competitive position. Skechers uses trademarks on nearly all its products and believe

 

51

 

that having distinctive marks that are readily identifiable is an important factor in creating a market for Skechers’ goods, in identifying Skechers and in distinguishing Skechers’ goods from the goods of others.

Skechers considers the ®, ®, ®, ®, ®, Skechers®, Skechers Slip-ins®, Skechers Hands Free Slip-ins®, Skechers Performance™, Skechers GOrun®, Skechers GOwalk®, Skechers GOgolf®, Skechers Viper Court Pro™, Ultra GO®, Skechers on-the-GO®, Skechers Cali®, Skechers Street™, Skechers USA®, Skechers Active™, Skechers Sport Active™, Skechers Work™, Skechers Outdoor™, Max Cushioning®, Massage Fit®, Mark Nason®, Skechers Modern Comfort®, D’Lites®, BOBS®, BOBS Sport™, Our Planet Matters®, Glide Step®, Skech-Air®, Skechers Kids™, Twinkle Toes®,S Lights®, Relaxed Fit®, Arch Fit®, Hyper Burst®, and Air-Cooled Memory Foam® trademarks to be among Skechers’ most valuable assets, and Skechers has registered these trademarks in many countries. In addition, Skechers owns many other trademarks that it utilizes in marketing its products. Skechers also has a number of design patents and utility patents covering components and features used in various shoes. Skechers believes that its patents and trademarks are sufficient to permit Skechers to carry on its business as presently conducted. While Skechers will continue to vigorously protect its trademarks against infringement, Parent and Skechers cannot guarantee that they will be able to secure patents or trademark protection for Skechers’ intellectual property in the future or that protection will be adequate for future products. Further, Skechers has been involved with litigation in the past for patent and trademark infringement and cannot be sure that its activities do not and will not infringe on the intellectual property rights of others. If Skechers is compelled to prosecute infringing parties, defend Skechers’ intellectual property or defend themselves from intellectual property claims made by others, Skechers may face significant expenses and liability as well as the diversion of management’s attention from Skechers’ business, which could negatively impact Parent’s and Skechers’ business or financial condition.

In addition, the laws of foreign countries where Skechers sources and distributes its products may not protect intellectual property rights to the same extent as do the laws of the U.S. Skechers cannot be assured that the actions it has taken to establish and protect its trademarks and other intellectual property rights outside the U.S. will be adequate to prevent imitation of Skechers’ products by others or, if necessary, successfully challenge another party’s counterfeit products or products that otherwise infringe on Skechers’ intellectual property rights on the basis of trademark or patent infringement. Continued sales of counterfeit products could adversely affect Skechers’ sales and Skechers’ brand and result in the shift of consumer preference away from Skechers’ products. Skechers may face significant expenses and liability in connection with the protection of Skechers’ intellectual property rights outside the U.S., and if Skechers is unable to successfully protect Skechers’ rights or resolve intellectual property conflicts with others, Skechers’ business and Parent’s and Skechers’ financial condition, results of operations and cash flows could be materially and adversely affected.

Breaches or compromises of Skechers’ information security systems, information technology systems and Skechers’ infrastructure to support Skechers’ business could result in disruption of Skechers’ business and damage to the reputation of Skechers.

As a routine part of its business, Skechers utilizes information security and IT systems and websites that allow for the secure storage and transmission of proprietary or private information regarding Skechers’ customers, employees, vendors and others. A security breach of Skechers’ network, hosted service providers, or vendor systems, may expose Skechers to a risk of loss or misuse of this information, litigation and potential liability. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks, and the retail industry has been the target of many recent cyber-attacks. Although Parent and Skechers plan to take measures to safeguard this sensitive information, Parent and Skechers may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks targeted at Skechers, its customers, or others who have entrusted Skechers with information. Actual or anticipated attacks may cause Parent and Skechers to incur costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants.

 

52

 

Skechers invests in industry standard security technology to protect personal information. Advances in computer capabilities, new technological discoveries, or other developments may result in the technology used by Skechers to protect against transaction or other data being breached or compromised. Although Skechers maintains insurance designed to provide coverage for cyber risks related to what Skechers believes to be adequate and collectible insurance in the event of theft, loss, fraudulent or unlawful use of customer, employee or company data, any compromise or breach of Skechers’ cyber security systems could result in private information exposure and a violation of applicable privacy and other laws, significant potential liability including legal and financial costs, and loss of confidence in Skechers’ security measures by customers, which could result in damage to the Skechers brand and have an adverse effect on the business, financial condition and reputation of Parent and Skechers. In addition, Skechers must comply with increasingly complex and rigorous regulatory standards enacted to protect business data. Compliance with existing and proposed laws and regulations can be costly, and any failure to comply with these regulatory standards could subject Skechers to legal and reputational risks.

Privacy breaches and other cyber security risks related to Skechers’ business could negatively affect the reputation, credibility and business of Skechers.

Skechers is dependent on IT systems and networks for a significant portion of its direct-to-consumer sales, including its e-commerce sites and retail business credit card transaction authorization and processing. Skechers is responsible for storing data relating to its customers and employees and also relies on third-party vendors for the storage, processing and transmission of personal and company information. Consumers, lawmakers and consumer advocates alike are increasingly concerned over the security of personal information transmitted over the Internet, as consumer identity theft and privacy and the retail industry, in particular, have been the target of many recent cyber-attacks. Skechers generally requires that third-party service providers implement reasonable security measures to protect its employees’ and customers’ identity and privacy, but Skechers does not control these third-party service providers and cannot guarantee the elimination of electronic or physical computer break-ins or security breaches in the future. Cybersecurity breaches, including physical or electronic break-ins, security breaches due to employee error or misconduct, attacks by hackers, phishing scams, malicious software programs such as viruses and malware, and other breaches outside of the control of Parent and Skechers, could result in unauthorized access or damage to Skechers’ IT systems and the IT systems of its third-party service providers. Despite the efforts of Skechers and its third-party service providers to secure Skechers’ and their IT systems, attacks on these systems do occur from time to time. As the techniques used to obtain unauthorized access to IT systems become more varied and sophisticated (as cyber criminals are finding new ways to launch their attacks) and if the occurrence of such security breaches becomes more frequent, Parent, Skechers and their third-party service providers may be unable to adequately anticipate these techniques and implement appropriate preventative measures. There can be no assurance that Skechers’ cybersecurity risk management program and processes, including its policies, controls or procedures, will be fully implemented, complied with or effective in protecting Skechers’ systems and information. While Skechers maintains cyber risk insurance to provide some coverage for certain risks associated with cybersecurity incidents, there is no assurance that such insurance would cover all or a significant portion of the costs or consequences associated with a cybersecurity incident. A significant breach of customer, employee or company data could damage the reputation of Parent and Skechers, its relationship with customers and the Skechers brands, and could result in lost sales, sizable fines, significant breach-notifications and other costs and lawsuits, as well as adversely affect the results of operations of Parent and Skechers.

Additionally, Parent and Skechers may incur increased costs and experience a significant strain on their resources to account for implementation of additional required security measures and technologies to protect personal data and confidential information or to comply with current and new state, federal and international laws governing the unauthorized disclosure of confidential information which are continuously being enacted and proposed, such as the General Data Protection Regulation in the EU, various consumer privacy and data privacy and protection acts in the U.S., including, but not limited to, the American Data Privacy and Protection Act, the California Consumer Privacy Act and the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, the Connecticut Data Privacy Act and the Iowa Consumer Data Protection Act, and the Personal Information Protection Law in China.

 

53

 

Increased scrutiny by federal regulators, such as the FTC, and state attorney generals focused on the retail industry may lead to increased privacy and cybersecurity costs such as organizational changes, deploying additional personnel, acquiring and implementing enhanced privacy and security technologies on e-commerce sites, mandatory employee training for those handling customer and employee personal data, and engaging third-party experts and consultants, and the unauthorized use of proprietary information may materially and adversely affect the business, financial condition, results of operations, and cash flows of Parent and Skechers.

A material delay or disruption in Skechers’ information technology systems or e-commerce websites or Skechers’ failure or inability to upgrade its information technology systems precisely and efficiently could negatively affect Skechers’ business.

Skechers relies extensively on its IT systems to track inventory, manage its supply chain, record and process transactions, manage customer communications, summarize results and manage its business. The failure of Skechers’ IT systems to operate properly or effectively, problems with transitioning to upgraded or replacement systems, or difficulty in or failure to implement new systems, could adversely affect Skechers’ business. Skechers also operates a number of e-commerce websites throughout the world. Skechers’ IT systems and e-commerce websites may be subject to damage and/or interruption from power outages, computer, network and telecommunications failures, malicious software, such as viruses and malware, attacks by hackers, security breaches, usage errors or misconduct by Skechers’ employees and bad acts by Skechers’ customers and website visitors which could materially adversely affect Skechers’ business.

Skechers is undergoing a multi-year Enterprise Resource Planning (“ERP”) implementation. The implementation of the ERP will require a significant investment in human and financial resources. Implementing new systems also carries substantial risk, including failure to operate as designed, failure to properly integrate with other systems, potential loss of data or information, cost overruns, implementation delays and disruption of operations. Third-party vendors are also relied upon to design, program, maintain and service Skechers’ ERP implementation program. Any failures of these vendors to properly deliver their services could similarly have a material adverse effect on Skechers’ business. In addition, any disruptions or malfunctions affecting Skechers’ ERP implementation plan could cause critical information upon which Skechers relies to be delayed, defective, corrupted, inadequate, inaccessible or lost or otherwise cause delays or disruptions to Skechers’ operations, and Parent and Skechers may have to make significant investments to fix or replace impacted systems.

Other Risk Factors

The businesses of Parent and Skechers are and will be subject to all the risks described above. In addition, Skechers is and will continue to be subject to all the risks described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into, this information statement/prospectus. For the location of information incorporated by reference into this information statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page [  ].

 

54

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement/prospectus includes certain disclosures which contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act including but not limited to those statements related to the Transaction, such as financial estimates and statements as to the expected timing, benefits and effects of the Transaction, the likelihood of completion of the Transaction, and information regarding the businesses of Skechers and Parent, including Parent’s and Skechers’ objectives, plans and strategies for future operations. In most cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “confidence,” “could,” “estimate,” “expect,” “guidance,” “intend,” “indicate,” “may,” “plan,” “potential,” “project,” “outlook,” “should,” “will” and “would,” or similar words or expressions that refer to future events or outcomes. These forward-looking statements, including statements regarding the Transaction, are based largely on information currently available to management of Skechers and/or Parent and their current expectations and assumptions, and are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those expressed or implied by such forward-looking statements. Although Skechers and Parent believe their expectations are based on reasonable estimates and assumptions, such expectations are not guarantees of performance. There is no assurance that Skechers’ and Parent’s expectations will occur or that their estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements.

Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to:

•

the completion of the Transaction on the anticipated terms and timing or at all, including obtaining regulatory clearances, and the satisfaction of other conditions to the completion of the Transaction;

​

•

potential litigation relating to the Transaction, including the effects of any outcomes related thereto;

​

•

the risk that disruptions from the Transaction will harm Skechers’ business, including current plans and operations during the pendency of the Transaction;

​

•

the ability of Skechers to retain and hire key personnel;

​

•

the diversion of Skechers and Parent management’s time and attention from ordinary course business operations to completion of the Transaction;

​

•

potential business uncertainty and changes to existing business relationships, during the pendency of the Transaction;

​

•

the ability of Parent to cause an initial public offering or another liquidity event, or to realize the anticipated benefits of and implementing its strategy following the Transaction within the expected time period or at all, or the risk that the successful implementation of such a strategy will not result in improved operating results or that Legacy Members may never realize a return on their investment;

​

•

the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

​

•

the risk that there may be liabilities that are not known, probable or estimable at this time or unexpected costs, charges or expenses, including unexpected capital expenditures;

​

•

certain restrictions during the pendency of the Transaction that may impact Skechers’ ability to pursue certain business opportunities or strategic transactions;

​

•

unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or pandemics and other public health issues, as well as the response of management of Skechers and/or Parent to any of these events;

​

•

global economic, political, legislative, regulatory and market conditions (including competitive pressures), including the effects of tariffs, trade policies, trade wars, inflation and foreign currency exchange rate fluctuations around the world, the challenging consumer retail market in the United States and the impact of war and other conflicts around the world;

​

 

55

 

•

the ability to obtain the necessary financing arrangements set forth in the Commitment Letters received in connection with the Transaction;

​

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction;

​

•

the risk that Skechers’ stock price may decline significantly upon this announcement and while the Transaction is pending;

​

•

Parent’s ability to maintain Skechers’ brand name and image with customers;

​

•

Parent’s ability to respond to changing consumer preferences, identify and interpret consumer trends, and successfully market new products;

​

•

the potential impact of the announcement or consummation of the Transaction on Skechers’ relationships with suppliers, customers, employers and regulators;

​

•

those risks and uncertainties set forth under the headings “Special Note on Forward-Looking Statements” and “Risk Factors” in Skechers’ most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by Skechers with the SEC from time to time, which are available via the SEC’s website at www.sec.gov; and

​

•

other risks and uncertainties indicated from time to time in this information statement/prospectus relating to the Transaction.

​

Consequently, all of the forward-looking statements contained or incorporated by reference in this information statement/prospectus are qualified by factors, risks and uncertainties, including those set forth under the headings titled “Risk Factors” beginning on page [  ] of this information statement/prospectus and other filings with the SEC that are incorporated by reference into this information statement/prospectus. For more information, please read the section entitled “Where You Can Find More Information” beginning on page [  ] of this information statement/prospectus.

The list of factors presented in this information statement/prospectus are considered representative and should not be considered to be a complete statement of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this information statement/prospectus or the date of the applicable document incorporated by reference into this information statement/prospectus. Neither Parent nor Skechers undertakes to update or revise, and expressly disclaims any obligation to update or revise, any of their forward-looking statements, whether resulting from circumstances or events that arise after the date the statements are made, new information, or otherwise, except as required by law. If one or more of these or other risks or uncertainties materialize, or if Parent or Skechers’ underlying assumptions prove to be incorrect, Parent’s or Skechers’ actual results may vary materially from what the parties may have expressed or implied by these forward-looking statements. Parent and Skechers caution that you should not place undue reliance on any of the parties’ forward-looking statements. You should specifically consider the factors identified in this information statement/​prospectus that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for Parent and Skechers to predict those events or how they may affect Parent or Skechers.

 

56

 

THE PARTIES TO THE MERGER

Skechers

Skechers designs, develops and markets a diverse range of footwear, apparel, and accessories. For over 30 years, it has expanded its product offering and grown its sales while substantially increasing the breadth of its consumer and customer base. Its objective is to profitably grow its operations worldwide by delivering stylish, comfortable, innovative and high-quality products at a reasonable price. Skechers is the third largest athletic footwear company in the world due to its innovative comfort technology products, supported by impactful marketing, as well as a diverse distribution strategy, a dedicated global employee base and a loyal network of partners.

Class A Common Stock is currently listed on NYSE under the symbol “SKX.” Class B Common Stock is held under private ownership and not publicly traded on an exchange or registered under the Exchange Act. Skechers’ principal office is located at 228 Manhattan Beach Blvd., Manhattan Beach, California 90266, and its telephone number is (310) 318-3100. Skechers’ internet address is about.skechers.com. The information contained on Skechers’ website is not incorporated by reference into this information statement/prospectus, the registration statement of which it forms a part or any future documents that may be filed with the SEC and should not be considered part of this information statement/prospectus.

For a more detailed description of the business of Skechers, see Skechers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025. Additional information about Skechers is included in documents incorporated by reference in this information statement/​prospectus. See “Where You Can Find More Information” beginning on page [  ].

For Skechers’ Management’s Discussion and Analysis of Results of Operations and Financial Condition, see Skechers’ Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 2, 2025.

Parent

Parent is a Delaware limited liability company and a direct, wholly-owned subsidiary of Fund VI, which is an affiliate of investment funds managed by 3G Capital. Parent was formed on April 28, 2025, solely for the purpose of effecting the Transaction, including the issuance of Parent Units for the Mixed Election Consideration.

Parent has not conducted any business operations other than such operations that are incidental to its formation and in connection with the Transaction. As of the date of this information statement/prospectus, Parent does not have any assets or liabilities other than as contemplated by the Merger Agreement, including contractual commitments it has made in connection therewith.

Parent’s principal executive offices are located at 600 Third Avenue, 37th Floor, New York, NY 10016 and its telephone number is (212) 893-6727.

Merger Sub

Merger Sub is a Delaware corporation and a direct, wholly-owned subsidiary of Parent. Merger Sub was incorporated on April 28, 2025, solely for the purpose of effecting the Merger. As a result of the Merger, Merger Sub will merge with and into Skechers, with Skechers surviving the Merger and becoming a direct, wholly-owned subsidiary of Parent. Upon the consummation of the Merger, Merger Sub will cease to exist.

Merger Sub has not conducted any business operations other than such operations that are incidental to its formation and in connection with the Transaction.

Merger Sub’s principal executive offices are located at 600 Third Avenue, 37th Floor, New York, NY 10016 and its telephone number is (212) 893-6727.

 

57

 

THE MERGER

This section describes the Merger. The descriptions of the Merger Agreement in this section and elsewhere in this information statement/prospectus are qualified in their entirety by reference to the complete text of the agreement, a copy of which is attached as Annex A and all of which is incorporated by reference into this information statement/prospectus. This summary is not intended to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to carefully read the Merger Agreement in its entirety. This section is not intended to provide you with any factual information about Skechers, Parent or Merger Sub. Such information can be found elsewhere in this information statement/prospectus and in the public filings that Skechers makes with the SEC that are incorporated by reference into this information statement/prospectus, as described in the section entitled “Where You Can Find More Information” beginning on page [   ] of this information statement/prospectus.

Terms of the Merger

The Skechers Board and Fund VI, the sole member of Parent, have each unanimously approved the Merger Agreement. Under the Merger Agreement, Merger Sub will merge with and into Skechers, with Skechers continuing as the Surviving Corporation and becoming a wholly-owned subsidiary of Parent.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each Skechers Common Stock that is outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares or the Dissenting Company Shares) will be converted into the right to receive the following consideration:

(i)

Cash Election Consideration — an amount in cash equal to $63.00, without interest thereon, pursuant to applicable election procedures; or

​

(ii)

Mixed Election Consideration — an amount in cash equal to $57.00 and one Parent Unit.

​

Each holder of shares of Skechers Common Stock will be entitled to elect to receive, for each share of Skechers Common Stock held by such holder, the Cash Election Consideration or the Mixed Election Consideration, subject to the following:

(i)

only the Legacy Shares will be eligible to be converted into the Mixed Election Consideration;

​

(ii)

all shares of Skechers Common Stock that are not Legacy Shares will be converted into Cash Election Consideration;

​

(iii)

the number of Legacy Shares entitled to, upon election, convert into Mixed Election Consideration will be capped at the Cap;

​

(iv)

elections for Mixed Election Consideration will be subject to proration if the Legacy Shares electing to convert into Mixed Election Consideration exceed the Cap, as more fully described herein under “Summary of the Merger Agreement — Merger Consideration — Proration”; and

​

(v)

if no election is validly made by a holder, or an election made by a holder has been revoked, deemed revoked or lost before the Election Deadline, such holder will automatically receive the Cash Election Consideration in exchange for Skechers Common Stock.

​

All Skechers stockholders holding Legacy Shares, including executive officers, directors and employees, will have the right to choose between the Cash Election Consideration or the Mixed Election Consideration in the Merger, subject to the conditions described in the foregoing sentence. The Greenberg Stockholders elected or agreed to elect to receive the Mixed Election Consideration. For illustrative purposes only, immediately following the Closing, (i) if all holders of Legacy Shares elect the Mixed Election Consideration, the Greenberg Stockholders would in aggregate own approximately 3.7% of Parent Units and (ii) if no holders of Legacy Shares elect the Mixed Election Consideration, the Greenberg Stockholders would in aggregate own a maximum of approximately 15.2% of Parent Units.

The Parent Units will not be tradable and will be subject to significant transfer restrictions. The value of Parent Units cannot be determined, is highly speculative, carries a high level of risk and uncertainty and may not result in any return. See the section entitled “Risk Factors” beginning on page [   ] of this information statement/prospectus.

 

58

 

Prior to the execution of the Merger Agreement, the sole member of Parent approved the issuance of the Parent Units. Shortly following the execution of the Merger Agreement, the Greenberg Stockholders, who beneficially own approximately 58.3% of the combined voting power of the outstanding Skechers Common Stock and are entitled to vote on such matters as of May 4, 2025, executed the Written Consent in lieu of a meeting, adopting and approving the Merger Agreement and, to the extent the consent of Skechers stockholders was required therefor, the Transaction, and the issuance of Parent Units. As a result, no further action by any Skechers stockholder is required in connection with the approval by Skechers stockholders of the issuance of Parent Units.

See “Summary of the Merger Agreement” for additional and more detailed information regarding the legal documents that govern the Merger, including information about conditions to the completion of the Merger and provisions for terminating or amending the Merger Agreement.

Treatment of Outstanding Skechers Equity Awards

The Merger Agreement provides that, at the Effective Time, by virtue of the Merger:

•

Skechers RSAs.   Each Skechers RSA, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be fully vested, cancelled and automatically converted into the right to receive the Cash Election Consideration for each share of Skechers Common Stock subject to such Skechers RSA, subject to any applicable withholding taxes.

​

•

Skechers PSAs.   Each Skechers PSA will be cancelled and replaced with a right to receive one Class P Unit for each share of Skechers Common Stock subject to such Skechers PSA, and such award will be subject to (i) the same service-based vesting conditions as were applicable to the replaced Skechers PSA and (ii) all other terms and conditions as applicable to the corresponding Skechers PSAs as of immediately prior to the Effective Time (excluding the performance-based vesting terms and including any accelerated vesting terms upon a qualifying termination of service contained in such Skechers PSA).

​

Performance for the Skechers PSAs will be: (i) with respect to any Skechers PSAs for which performance is measured based on relative total shareholder return, based on actual performance through the Effective Time (or, if earlier, based on actual performance through the measurement date of such Skechers PSAs) and (ii) with respect to any Skechers PSAs for which performance is measured based on earnings per share, based on target performance where the applicable performance period has not ended as of the Effective Time, and otherwise, based on actual performance.

•

Skechers RSU Awards.   Each Skechers RSU Award that was granted prior to the date of the Merger Agreement will be fully vested, cancelled and automatically converted into the right to receive the Cash Election Consideration for each share of Skechers Common Stock subject to Skechers RSU Award, subject to any applicable withholding taxes payable in respect thereof. Each Skechers RSU Award that is outstanding immediately prior to the Effective Time and that was granted after the date of the Merger Agreement will be converted into a restricted equity unit with respect to one Class P Unit (with the same service-based vesting conditions as were applicable to the replaced Skechers RSU Award).

​

Background of the Transaction

The following chronology summarizes key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalog every contact or communication involving Skechers, the Skechers Board, Skechers management or any other parties, including their respective representatives.

As part of their ongoing evaluation of Skechers’ business, long-term prospects and strategies, the Skechers Board and management periodically review and assess Skechers’ operations, business plans, financial performance, future growth prospects in light of industry conditions, the general economic environment and the potential impact of such conditions and economic environment on Skechers’ long-term strategic goals and plans, including potential opportunities for business combinations, acquisitions, dispositions and other financial and strategic alternatives, all with the goal of maximizing value for Skechers stockholders.

 

59

 

Over the past five years, members of Skechers management have received interest from various parties about potential strategic transactions, none of which have resulted in an acquisition proposal.

In November 2021, Skechers management was first introduced to 3G Capital through an in-person management meeting. During the meeting, Skechers and 3G Capital discussed the footwear and apparel industry in general as well as Skechers’ business performance. 3G Capital and Skechers did not discuss the possibility of the companies engaging in a strategic transaction at this meeting.

Following this initial meeting with 3G Capital, there were informal meetings between members of Skechers management and 3G Capital, including in December  2023 and June 2024, to discuss the footwear and apparel industry at large and Skechers business performance. 3G Capital and Skechers did not discuss the possibility of the companies engaging in a strategic transaction during this time period.

On December 5, 2024, David Weinberg, Chief Operating Officer of Skechers, and John Vandemore, Chief Financial Officer of Skechers, met with Daniel Schwartz, co-managing partner of 3G Capital, to discuss the industry at large and the respective businesses of 3G Capital and Skechers. While they discussed the possibility of setting up a meeting with Robert Greenberg later in the month, Mr. Weinberg, Mr. Vandemore and Mr. Schwartz did not discuss the possibility of 3G Capital and Skechers engaging in a strategic transaction at this meeting.

On December 17, 2024, members of the 3G Capital team met with Robert Greenberg, Michael Greenberg, David Weinberg and John Vandemore to further discuss the respective businesses of 3G Capital and Skechers. At the meeting, members of the 3G Capital team expressed 3G Capital’s interest in exploring a possible proposal to acquire Skechers. No specific terms of a potential transaction were discussed during the meeting; however, 3G Capital expressed the desire for the Skechers management team to remain actively engaged in any post-closing company, indicating that 3G Capital viewed the continued involvement of the Skechers management team as key to preserving Skechers’ operational growth, and maintaining existing relationships with customers, suppliers, employees, and other key stakeholders. 3G Capital also conveyed that it would only be interested in a potential transaction if members of the Skechers management team agreed to rollover a portion of their Skechers shares into equity in the post-closing company, as 3G Capital believed that such rollover equity would be important to ensuring alignment of interests and continued commitment to the long-term growth of the Skechers business. The 3G Capital team members further noted that 3G Capital was interested in proposing a potential transaction structure that would meet these objectives.

On December 19, 2024, Skechers and 3G Capital entered into a non-disclosure agreement, which did not contain a standstill or “don’t ask, don’t waive” provision or prevent 3G Capital from making proposals to Skechers.

On January 8, 2025, Skechers provided 3G Capital with access to limited confidential information about Skechers, including initial due diligence materials, to assist 3G Capital in its evaluation of whether it would be interested in pursuing a potential transaction with Skechers.

From January 6, 2025 to January 15, 2025, ongoing discussions between Skechers and 3G Capital focused on addressing initial due diligence inquiries shared by 3G Capital.

From January 15, 2025 to January 31, 2025, Skechers provided responses to due diligence questions and requests from 3G Capital.

On January 24, 2025, Robert Greenberg, Michael Greenberg, David Weinberg and John Vandemore met with investment banking representatives from J.P. Morgan to discuss the footwear and apparel industry, public market merger and acquisition dynamics and a range of strategic alternatives for Skechers stockholders. There was no discussion of the ongoing dialogue with 3G Capital.

On February 1, 2025, the United States government imposed tariffs of 10% on certain imports from China, to be effective on February 4, 2025. On February 4, 2025, the Chinese government responded by imposing tariffs of up to 15% on certain U.S. imports, to be effective on February 10, 2025.

On February 6, 2025, Skechers held its fourth quarter and full-year 2024 earnings call. Following the earnings call, on February 7, 2025, Skechers shares closed at $66.03, representing a decline of approximately 12.7% from the previous day’s closing price.

 

60

 

On February 11, 2025, John Vandemore met with members of the 3G Capital team to discuss the Skechers business, including its historical performance and its near- and long-term business plans and strategy.

On February 19, 2025, members of the 3G Capital team had a meeting with Robert Greenberg, David Weinberg and John Vandemore to discuss takeaways from the initial diligence 3G Capital conducted and to express 3G Capital’s interest in further conversations regarding a potential transaction with Skechers. At the meeting, members of the 3G Capital team reiterated 3G Capital’s desire that the Skechers management team remain actively engaged in the post-closing company and noted 3G Capital’s intention to provide all Skechers stockholders with the opportunity to rollover their Skechers shares into the post-closing company. Members of the 3G Capital team outlined an illustrative transaction structure in which all Skechers stockholders, including the Skechers management team, receive cash and rollover a portion of their Skechers shares into equity in the post-closing company. In an illustrative example, members of the 3G Capital team described a potential transaction in which all Skechers stockholders would receive $68 in cash and one equity unit in Parent. 3G Capital expected the per unit capital contribution amount to be $12. The per unit capital contribution amount would be calculated for structuring purposes only (i.e., solely for purposes of determining the pro forma equity ownership percentage of the post-closing company a unit represents and not for purposes of expressing fair market value) and would not reflect an independent third-party appraisal or a market-based determination of the fair market value of such equity  units. The actual fair market value of such equity units could have been significantly lower than such per unit capital contribution amount due to a number of factors, including the premium paid in the transaction, the significant debt placed on the post-closing company, the illiquid nature of such equity  units, the absence of a public trading market for such equity, significant contractual restrictions on the transfer of such equity units, and the limited rights and lack of control or influence associated with holding a minority interest in the post-closing company. For information on the post-closing company’s contemplated capital structure in connection with the potential transaction, see the section of this Information Statement/Prospectus captioned “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page [  ] and the section of this Information Statement/Prospectus captioned “Risk Factors” beginning on page [  ], including the risk factor captioned “The per unit capital contribution amount of the Parent Units is not indicative of the fair market value of the Parent Units” beginning on page [  ].

In the meeting, Robert Greenberg indicated that he may be open to considering a potential transaction, and if he was interested in pursuing a potential transaction, he was supportive of a transaction structure in which all Skechers stockholders would have the same opportunity to rollover a portion of their Skechers shares into equity in the post-closing company. However, he noted that the valuation in 3G Capital’s illustrative example was below his expectations for Skechers. He stated that he had hoped that Skechers’ valuation could be significantly greater over time. Robert Greenberg further noted that Skechers remained open to exploring a potential transaction with 3G Capital, with the understanding that the parties would refine the proposed structure in consultation with their respective advisors and discuss valuation at a later stage, following the completion of additional due diligence.

From February 24, 2025 through February 29, 2025, 3G Capital shared additional due diligence requests, and Skechers provided applicable diligence materials. On a diligence call held on February 27, 2025, Skechers management discussed Skechers’ recent financial performance.

On March 3, 2025, the United States government raised tariffs on all Chinese imports to 20%, to take effect on March 4, 2025. On March  4, 2025, the Chinese government responded by raising tariffs on certain imports from the U.S. by an additional 15%, to be effective on March 10, 2025.

On March 4, 2025, 3G Capital, Philip Paccione, General Counsel of Skechers, John Vandemore, representatives from Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) and representatives from Latham & Watkins met to discuss the go-forward process in connection with a potential transaction, including 3G Capital’s desire for the Greenberg Stockholders, who collectively own a majority of the voting power of the outstanding Skechers shares, to approve a potential transaction by written consent.

On March 9, 2025, John Vandemore held another call with 3G Capital regarding Skechers’ recent financial performance.

 

61

 

On March 12, 2025, members of the 3G Capital team had a follow-up meeting with Robert Greenberg, Michael Greenberg and David Weinberg to discuss additional findings from 3G Capital’s continued due diligence and refined perspectives on a potential transaction, including revised perspectives on transaction structure and valuation in light of the due diligence. Members of the 3G Capital team indicated that 3G Capital had identified concerns in the due diligence conducted to date, including Skechers’ ability to generate cash flow given Skechers’ significant capital expenditure and net working capital requirements, the ability of Skechers to maintain growth at the same rate as its historical achievement, the sustainability of Skechers’ recent gross margin expansion, the impact of tariffs and trade policies on Skechers’ business, including the February and March tariff announcements, and increasing concerns about a consumer recession in the United States. Members of the 3G Capital team then made a preliminary, non-binding oral proposal (the “March Proposal”) in which all Skechers stockholders, in exchange for their Skechers shares, would have the opportunity to elect to receive either (a)  cash or (b) a combination of cash and equity in the post-closing company (subject to proration and other limitations as described below). Specifically, the March Proposal contemplated the following:

•

Skechers stockholders may elect to receive with respect to each Skechers share, either:

​

•

$73 in cash (the “Cash Election Consideration”); or

​

•

$66 in cash and one equity unit in Parent (the “Mixed Election Consideration”).

​

•

Skechers stockholders who do not make an election would receive the Cash Election Consideration for their Skechers shares.

​

•

To ensure that 3G Capital maintained a minimum percentage of ownership in the post-closing company, the number of Skechers shares entitled to the Mixed Election Consideration would be limited to an amount of the outstanding Skechers shares to be negotiated by the parties, and elections for Mixed Election Consideration would be subject to proration if the Skechers shares electing to convert into Mixed Election Consideration exceed such cap.

​

•

The equity in the post-closing company issued to the Skechers stockholders would have economic rights, preferences and privileges identical to, and pari passu with, the equity units issued to 3G Capital in connection with a potential transaction. Such equity units would be issued by attributing the same capital contribution amount per unit as the capital contribution amount per unit attributed to the equity in the post-closing company issued to 3G Capital in connection with a potential transaction. 3G Capital expected the per unit capital contribution amount to be $22 (but such per unit capital contribution amount is not indicative of fair market value for the reasons described above). 3G Capital indicated that the increase in the expected per unit capital contribution amount was to further align Skechers stockholders who elect to receive the Mixed Election Consideration with the economics of the post-closing company given the greater risk and uncertainty facing the Skechers business in particular and the economy generally.

​

•

Equity in the post-closing company issued to the Skechers stockholders would have the following rights and would be subject to the following restrictions:

​

•

Such equity units would not be transferrable (other than customary estate-planning transfers).

​

•

Skechers stockholders holding equity in the post-closing company would have customary preemptive rights and tag-along rights.

​

•

Skechers stockholders holding equity in the post-closing company would be represented by a board seat held by the “Legacy Member Representative.”

​

•

At any time following the fifth anniversary of the closing, the Legacy Member Representative may request that the post-closing company pursue a liquidity event.

​

•

Equity in the post-closing company would not be listed on a stock exchange, and the post-closing company would terminate its periodic reporting obligations under the Securities Exchange Act of 1934 as soon as practicable after the closing of a potential transaction.

​

On the date of the March Proposal, the closing stock price of Skechers shares was $56.40 per share.

 

62

 

On March 19, 2025, David Weinberg spoke with Daniel Schwartz to discuss initial reactions to the March Proposal. During the meeting, Mr. Weinberg presented Mr. Schwartz with a goal of obtaining more Skechers-stockholder favorable terms prior to formally presenting a potential transaction to the Skechers Board thereafter, and made an explanatory, oral, non-binding counterproposal to the March Proposal. On the date of the counterproposal, the closing stock price of Skechers shares was $57.47 per share. Mr. Weinberg proposed that Skechers stockholders may elect to receive with respect to each Skechers share, either, (a) $75 in cash or (b) $72 in cash and one equity unit in Parent. Mr. Weinberg proposed that the per unit capital contribution amount would be $18 (but such per unit capital contribution amount is not indicative of fair market value as described above).

On March 24, 2025, 3G Capital indicated that additional consideration could not be accommodated and reiterated the March Proposal to David Weinberg. Later that day, Skechers management held a previously scheduled due diligence update call with 3G Capital to discuss recent business performance and various outstanding due diligence requests.

On March 27, 2025, John Vandemore held a call with 3G Capital to discuss due diligence updates and process.

On March 31, 2025, in connection with consideration of whether to engage a financial advisor, Skechers entered into a non-disclosure agreement with Greenhill & Co., LLC (“Greenhill”), an affiliate of Mizuho Financial Group (“Mizuho”), for purposes of enabling Skechers management and representatives of Greenhill to engage in preliminary, informal discussions regarding Greenhill’s experience and qualifications as a financial advisor.

On March 31, 2025, and on April 2, 2025, representatives from Paul, Weiss and representatives from Latham & Watkins met to continue discussions regarding the go-forward process for a potential transaction.

On April 1, 2025, the Skechers Board held a meeting with Michael Greenberg, John Vandemore, Philip Paccione, David Weinberg, Ted Weitzman, Associate General Counsel of Skechers and representatives from Latham & Watkins. During the meeting, Skechers management discussed the background of the events that led to the March Proposal, including the details of the March Proposal and the counterproposal thereto. Skechers management also discussed formally engaging Greenhill as a financial advisor in connection with the proposed transaction. Skechers management outlined the reasons for such recommendation, including that Mizuho is a lender to and that they and Greenhill are very familiar with Skechers, Greenhill’s reputation in the investment community and its familiarity with the footwear business, that Greenhill had represented orally to Skechers management that it did not have any conflicts with respect to 3G Capital, and that Greenhill is an internationally recognized investment banking firm regularly engaged in providing financial advisory services in connection with mergers and acquisitions, with experience in similar transactions. Representatives of Latham & Watkins reviewed with the Skechers Board its fiduciary duties in assessing the March Proposal and potentially participating in a sale process involving 3G Capital. After the discussion, the Skechers Board authorized Skechers management to engage Greenhill as sole financial advisor to advise the Skechers Board with respect to the proposed transaction with 3G Capital, taking into account a number of factors, including those listed above. The Skechers Board noted that neither Mr. Greenberg, as controlling stockholder, nor Skechers management, had determined whether, in their view, pursuing a transaction with 3G Capital was in the best interests of Skechers and its stockholders, but the Skechers Board authorized Skechers management to continue discussions with 3G Capital and directed Skechers management to keep the Skechers Board actively informed of the progress of those discussions. There was no agreement or understanding to provide post-closing employment or compensation to members of Skechers management or the Skechers Board.

On April 2, 2025, the United States government announced a new universal baseline tariff of 10%, plus an additional country-specific tariff for specific trading partners such as China, Vietnam and the European Union, on all U.S. imports, in each case, subject to certain exemptions, to be effective on April  9, 2025. Following the announcement, Skechers shares experienced a decline of approximately 17% on April 3, 2025, closing at $48.96.

On April 4, 2025, the Chinese government responded by imposing a 34% tariff on certain imports from the U.S., to be effective on April 10, 2025.

 

63

 

On April 8, 2025, the United States government delayed effectiveness of the country-specific tariffs for 90 days, except with respect to China, for which the United States government increased the country-specific tariff from 34% to 84%, to be effective on April 10, 2025.

On April 9, 2025, the Chinese government responded by raising tariffs on imports of certain U.S. goods to from 34% to 84%, to be effective on April  10, 2025. Later that day, the United States government responded by increasing tariffs on imports from China from 84% to 145%, to be effective on April  10, 2025.

On April 9, 2025, following announcement of tariffs by the United States and Chinese governments, members of the 3G Capital team had a meeting with David Weinberg and John Vandemore to discuss follow-up diligence items, including items related to sourcing and distribution in connection with the Skechers operations. 3G Capital expressed significant concerns related to the impact tariffs would have on the business and industry in the near and long-term, and asked the Skechers management team about the immediate impacts tariffs would have on Skechers. The parties discussed the growing structural uncertainty in Skechers’ industry as a result of tariffs and global trade policies, the difficulty associated with planning and operating the business in such a dynamic environment (regardless of the tariff outcome), the likelihood of a near-term consumer recession, the potential long-term impacts that tariffs and such trade policies could have on the supply chain and product pricing and potential strategies for mitigating those tariffs. The parties did not discuss any proposals or any other terms or conditions of a potential transaction at that meeting.

On April 11, 2025, the Chinese government responded by raising tariffs on certain U.S. imports from 84% to 125%.

On April 13, 2025, Daniel Schwartz had a meeting with John Vandemore in which Mr. Schwartz expressed concern about the significant potential impact that tariffs could have, both in the near term and long term, on Skechers and the broader consumer economy, the systematic increase in long-term risk associated with the uncertainty of tariff policy (including the impact of proposed or imposed tariffs by the United States government and retaliatory tariffs proposed or imposed by United States trading partners), the broader significant uncertainty in the global marketplace and additional concerning findings in 3G Capital’s due diligence. 3G Capital’s due diligence concerns included further heightened concerns regarding Skechers’ ability to generate cash flow given Skechers’ significantly increased expectations for capital expenditures and net working capital requirements, recent increases in Skechers’ income tax rate, the ability of Skechers to maintain growth at the same rate as its historical achievement due to recent deterioration of sales growth, including weakening retail same-store-sales performance and declining international e-commerce sales, the sustainability of Skechers’ gross margin expansion in the context of an increasingly promotional retail environment and recent reductions in Skechers’ profitability and business outlook. Mr.  Schwartz also shared 3G Capital’s significant concerns regarding an impending consumer recession in the United States — a concern also held by the Skechers management team — which would further impair Skechers’ future growth, cash flow and profit potential, on top of any impact on cost of goods associated with the significantly increased tariff rates. Additionally, Mr. Schwartz shared that the cost and availability of debt financing had materially worsened, limiting their ability to lever Skechers with a healthy level of debt, therefore decreasing their ability to deliver cash proceeds. At the meeting, Mr.  Schwartz conveyed a revised oral, non-binding proposal for 3G Capital to acquire Skechers (the “Revised Proposal”). In presenting the Revised Proposal, Mr. Schwartz communicated to Mr. Vandemore that, in light of the potentially significant short- and long-term adverse implications of tariffs on Skechers and the broader consumer economy, the concerning findings in 3G Capital’s due diligence and the continued deterioration of the financing market, the Revised Proposal reflected the maximum valuation of Skechers that 3G Capital was able to support. The Revised Proposal contemplated the following:

•

The Skechers stockholders may elect to receive with respect to each Skechers share, either:

​

•

$63 in cash (the “Revised Cash Election Consideration”); or

​

•

$57 in cash and one equity unit in Parent (the “Revised Mixed Election Consideration”).

​

•

Skechers stockholders who do not make an election would receive the Revised Cash Election Consideration for their Skechers shares.

​

 

64

 

•

The equity in the post-closing company issued to the Skechers stockholders would have economic rights, preferences and privileges identical to, and pari passu with, the equity units issued to 3G Capital in connection with a potential transaction. Such equity units would be issued by attributing the same capital contribution amount per unit as the capital contribution amount per unit attributed to the equity in the post-closing company issued to 3G Capital in connection with a potential transaction. 3G Capital expected the per unit capital contribution amount to be $29 (but such per unit capital contribution amount is not indicative of fair market value as described above). 3G Capital indicated that the increase in the expected per unit capital contribution amount was to further align Skechers stockholders who elect to receive the Revised Mixed Election Consideration with the economics of the post-closing company given the greater risk and uncertainty facing the Skechers business in particular and the economy generally.

​

•

The number of Skechers shares entitled to, upon election, convert into Revised Mixed Election Consideration would be limited to 20% of the outstanding Skechers shares, and elections for Revised Mixed Election Consideration would be subject to proration if the Skechers shares electing to convert into Revised Mixed Election Consideration exceed such cap.

​

•

The terms proposed by 3G Capital in the March Proposal, including the terms and conditions in respect of equity in the post-closing company issued to the Skechers stockholders, otherwise remained a part of the Revised Proposal.

​

On the last trading day prior to the date of the Revised Proposal, the closing stock price of Skechers shares was $49.47 per share.

On April 19, 2025, members of the 3G Capital team met with David Weinberg to discuss Skechers’ perspective on the Revised Proposal. Mr. Weinberg indicated that Skechers was continuing to evaluate the Revised Proposal and recommended that 3G Capital meet with John Vandemore to address additional questions regarding Skechers’ feedback to the Revised Proposal.

On April 21, 2025, members of the 3G Capital team met with John Vandemore to discuss Skechers’ feedback on the Revised Proposal. Topics discussed included the per unit capital contribution amount, the leverage contemplated in the potential transaction, recent changes in interest rates and financing market conditions. The 3G Capital team members reiterated the Revised Proposal, emphasizing that the Revised Proposal reflected the maximum consideration that 3G Capital was able to offer under the circumstances. The 3G Capital team members also expressed that it was important to sign and announce a potential transaction on an expedited basis.

On April 22, 2025, representatives from Paul, Weiss and representatives from Latham & Watkins met to continue discussions regarding the go-forward process in connection with a potential transaction. Later that day, representatives of Paul, Weiss provided representatives of Latham & Watkins a term sheet outlining the Revised Proposal.

On April 22, 2025, the independent directors of the Skechers Board held a meeting with Skechers management members David Weinberg, John Vandemore, Philip Paccione, Ted Weitzman and a representative from Latham & Watkins. Skechers management updated the Skechers Board on the effect of tariffs on the Skechers business and long range plan and described the terms of the Revised Proposal from 3G Capital giving effect to the tariffs. Skechers management noted the risks associated with pursuing a transaction with 3G but recommended that Skechers should continue to move forward with due diligence and negotiations. Skechers management also stated that 3G and Skechers were interested in exploring whether a transaction could be negotiated and agreed as soon as possible given market conditions and related uncertainties. Skechers management then outlined a potential timeline that involved signing a definitive agreement in a couple of weeks and closing the transaction six to twelve weeks thereafter, subject to receipt of regulatory approvals. Skechers management also discussed next steps for the proposed transaction, with an immediate focus on coordinating due diligence requests from 3G Capital’s potential debt financing lenders and signing engagement letters with BDO USA and PricewaterhouseCoopers LLP. In addition, Skechers management discussed legal due diligence around litigation and intellectual property matters and the fairness opinion that would be requested from Greenhill if the Skechers Board decided to pursue a transaction. A representative of Latham & Watkins reviewed the process of keeping the Skechers Board

 

65

 

updated on the proposed transaction so that the Skechers Board could provide oversight and direction on the terms and conditions being discussed. The Skechers Board directed Skechers management to proceed with discussions and actively keep the Skechers Board informed of the progress of such discussions.

On April 23, 2025, Skechers entered into an engagement letter with Greenhill as sole financial advisor in connection with the proposed transaction involving 3G Capital.

On April 23, 2025, representatives of Skechers granted 3G Capital and its representatives access, through a virtual data room, to due diligence materials responsive to requests submitted by 3G Capital and its representatives, including Paul, Weiss. Between April 23, 2025 and May 4, 2025, representatives of Skechers provided 3G Capital and its representatives with access to confidential information about Skechers, including access to Skechers management from time to time, in order to allow 3G Capital and its representatives to conduct customary due diligence, including customary financial, legal and tax due diligence.

On April 24, 2025, Skechers reported its earnings for the first fiscal quarter of 2025 and announced its withdrawal of annual guidance for 2025, citing “macroeconomic uncertainty stemming from global trade policies”, including imposition and ongoing escalation of tariffs by the United States and Chinese governments from February 2025 to April 2025.

On April 25, 2025, representatives of Paul, Weiss and representatives of Latham & Watkins met to discuss the go-forward process in connection with a potential transaction structure. Also on April 25, 2025, members of the 3G Capital team and John Vandemore met to discuss a potential transaction and the timeline for 3G Capital completing its due diligence.

On April 26, 2025, representatives of Paul, Weiss delivered to representatives of Latham & Watkins an initial draft of the Merger Agreement containing provisions that included, among other things, (i) a buyer-favorable scope of conditions to 3G Capital’s obligation to close a proposed transaction and (ii) a termination fee related to a superior proposal equal to 3.5% of Skechers’ equity value. The Merger Agreement also included a reverse termination fee related to a financing failure equal to 3.5% of Skechers’ equity value, along with provisions providing for the nature and scope of the efforts required by 3G Capital to obtain the regulatory approvals required to consummate the transaction.

On April 27, April 28 and April 29, 2025, Skechers, 3G Capital and certain of their respective advisors held due diligence calls to discuss topics related to, among other things, human resources, intellectual property and legal due diligence. On April 27, 2025, representatives of Paul, Weiss delivered to representatives of Latham & Watkins illustrative initial drafts of the amended and restated limited liability company agreement of the post-closing company, the support agreement (pursuant to which the Greenberg Stockholders would agree to, among other things, elect to receive the Revised Mixed Election Consideration in a potential transaction), the equity commitment letter and limited guaranty. These documents were shared to illustrate the terms 3G Capital anticipated to propose for such documents if the Skechers Board determined to pursue a potential transaction.

On April 30, 2025, the Skechers Board held a special meeting with John Vandemore, Philip Paccione, Ted Weitzman, representatives from Greenhill and representatives from Latham & Watkins. At the meeting, Skechers management presented Skechers’ updated long range plan projections, which were reviewed and discussed in light of Skechers’ business, operations, assets and liabilities, financial condition, earnings, strategy and future prospects (including the impact of tariffs and trade policies and other risks involved in seeking to achieve such prospects) and subsequently approved by the Skechers Board. On April 30, 2025, the Skechers Board approved the distribution to 3G Capital of the Skechers Management Projections, which reflected, among other things further described in the section entitled “Certain Unaudited Prospective Financial Information” beginning on page [•] of this information statement/prospectus, updates related to the potential impact of global trade dynamics, including tariffs on U.S. imports. Representatives of Greenhill discussed the financial terms of the proposed transaction and 3G Capital’s investment strategy. The Greenhill representatives also discussed certain other information above other parties who may be interested in acquiring Skechers, including strategic fit, net leverage and potential transaction appetite of potential strategic and private equity counterparties. The representatives from Greenhill noted that, based on analysis of the landscape and the totality of the factors analyzed (including the Skechers Management Projections),

 

66

 

no obvious potential strategic bidders were likely to consider Skechers to be an appealing acquisition target at that time, and no similarly situated financial sponsors were likely to have a higher ability to pay than 3G Capital. Representatives of Greenhill also provided a market update, including the current and prospective business climate in which Skechers operates and reviewed Greenhill’s preliminary financial analyses of Skechers with the Skechers Board. Representatives of Latham & Watkins again discussed with the Skechers Board its fiduciary obligations in connection with considering and approving a potential transaction, the history of the negotiations of the consideration offered to Skechers stockholders and presented the key proposed terms in the Merger Agreement, along with a description of the support agreement, which provided for voting commitments, election commitments, non-solicit provisions and restrictions on transfer. The representatives of Latham & Watkins noted that Skechers management believed, based on arm’s-length negotiations between Skechers and its advisors, on the one hand, and 3G Capital and its advisors, on the other hand, that the aggregate cash consideration was the highest amount of cash to which 3G Capital would agree. The Skechers Board also discussed that even though all Skechers stockholders would be treated equally and none of the Greenberg Stockholders would receive a financial or other benefit not shared with the other Skechers stockholders, it would nevertheless be helpful, to avoid even an appearance of a conflict of interest, if a committee of independent directors took the lead in reviewing, evaluating, negotiating and approving any transaction. The Skechers Board also discussed the process of forming a committee of independent directors and related considerations. Following such discussion, the Skechers Board authorized the formation of a committee of independent directors (the “Independent Committee”) consisting of Katherine Blair, Morton Erlich, Zulema Garcia, Yolanda Macias and Richard Siskind to review, evaluate and negotiate the proposed transaction with 3G Capital. The Skechers Board delegated to the Independent Committee the power and authority of the Skechers Board, to the fullest extent permitted by law, to, among other things, review, evaluate and negotiate the terms of a possible transaction with 3G Capital (or any other strategic alternative arising from the proposal from 3G Capital that the Independent Committee determines, in its sole discretion, to consider), reject or disapprove any such transaction, and to make recommendations to the Skechers Board with respect thereto.

Also on April 30, 2025 and immediately following the special meeting of the Skechers Board, the Independent Committee met to further discuss the key terms in the Merger Agreement and the transactions and documents contemplated thereby. The Independent Committee also discussed Greenhill’s preliminary financial analyses of Skechers, which had been reviewed with and provided to the Skechers Board, and whether the Revised Proposal would provide Skechers’ stockholders with sufficient value, including whether to communicate to 3G Capital a counterproposal to the Revised Proposal. As part of that discussion, Greenhill representatives also fielded and responded to questions from the Independent Committee about Greenhill’s preliminary financial analyses of Skechers, which had been reviewed with and provided to the Skechers Board at the April 30 special meeting of the Skechers Board. Following the discussions, the Independent Committee determined that, in light of the totality of the factors presented to it by Skechers’ advisors and management, including the current and prospective business climate in which Skechers operates, it was willing to continue negotiations with 3G Capital based on the terms of the Revised Proposal, provided that the Independent Committee’s willingness to approve the proposed transaction would remain subject to the satisfactory resolution of certain key terms relating to closing certainty and the ability of the Skechers Board to consider unsolicited alternative acquisition proposals received by Skechers following the execution and delivery of the Merger Agreement. On that day, Greenhill shared with Skechers management a memo containing financial advisor relationships disclosures with respect to Skechers and its affiliates and 3G Capital, which was provided to the Skechers Board, which included disclosure that, in the preceding two years, Greenhill was not engaged by and did not provide any investment banking services to or receive any compensation from 3G Capital.

On April 30, 2025, representatives of each of Latham & Watkins and Paul, Weiss met to discuss the Independent Committee’s initial feedback to the draft agreements. Key items relayed by Latham & Watkins included a “window shop” to allow for the Skechers Board to consider unsolicited alternative acquisition proposals received by Skechers following the execution and delivery of the Merger Agreement and increased closing certainty, including by narrowing the scope of conditions to 3G Capital’s obligation to consummate a potential transaction and requiring 3G Capital to use a stronger level of efforts to obtain regulatory clearances, and a higher reverse termination fee if closing did not occur as a result of a financing failure.

 

67

 

Later in the day on April 30, 2025, representatives of Paul, Weiss delivered to representatives of Latham & Watkins initial drafts of the debt term sheet, debt commitment letter and fee letter, along with a revised draft of the support agreement. Representatives of Latham & Watkins then provided representatives of Paul, Weiss a revised draft of the Merger Agreement, which included, as discussed during the previous call with Paul, Weiss, (i) the nature and scope of the efforts required by 3G Capital to obtain the regulatory approvals required to consummate the transaction, (ii) a narrower scope of conditions to 3G Capital’s obligation to close a proposed transaction, (iii) a “window shop” period until closing of the proposed transaction with respect to unsolicited proposals received by Skechers, and (iv) a reverse termination fee related to a financing failure equal to 6% of Skechers’ equity value.

On April 30, 2025 and overnight on May 1, 2025, representatives of Latham & Watkins sent to representatives of Paul, Weiss revised drafts of the other transaction documents. On May 1, 2025, the Skechers Board provided the Skechers Management Projections to 3G Capital.

On May 1, 2025, the Independent Committee met again, with John Vandemore, Philip Paccione, Ted Weitzman and representatives from each of Latham & Watkins and Greenhill in attendance, to discuss the negotiation of key terms in the Merger Agreement and the other transaction documents. In particular, the Independent Committee discussed the ability of Skechers to terminate the Merger Agreement if there was a superior proposal following announcement of the transaction, and that the widespread media reporting of the transaction would provide any potentially interested parties with opportunities to express their interest in a potential strategic alternative. The Independent Committee did not believe that the deal protection provisions would unduly deter any interested third party from making, or inhibit the Skechers Board or the Independent Committee from exploring, a superior proposal and that the termination fee was typical of such fees in similar transactions.

Also on May 1, 2025, Skechers management held a diligence call with Paul, Weiss and outside counsel to 3G Capital’s lender to discuss legal due diligence items.

Later in the day on May 1, 2025, representatives of Paul, Weiss sent representatives of Latham & Watkins a revised draft of the support agreement, along with a revised draft of the Merger Agreement, which included, among other things, (i) a broader, more buyer-favorable scope of conditions to 3G Capital’s obligation to close a proposed transaction, (ii) a “window shop” period of 20 days until closing of the proposed transaction with respect to unsolicited proposals received by Skechers, and (iii) a reverse termination fee equal to 4.75% of the Skechers’ equity value.

On the night of May 1, 2025, representatives of Paul, Weiss called representatives of Latham & Watkins to elaborate upon the proposed changes in the revised draft of the Merger Agreement, including the scope of closing conditions proposed by 3G Capital. Representatives of Latham & Watkins then communicated the feedback to members of Skechers management and planned to discuss in further detail the following day with the Independent Committee.

On the morning of May 2, 2025, representatives of Paul, Weiss called representatives of Latham & Watkins to communicate that 3G Capital would be prepared to proceed with execution of a Merger Agreement with Skechers’ proposed scope of conditions to 3G Capital’s obligation to close a proposed transaction, subject to resolution of the remaining open material issues in the revised draft of the Merger Agreement provided the day before.

Later in the day on May 2, 2025, the Skechers Board held a special meeting with John Vandemore, Philip Paccione, Ted Weitzman and representatives from each of Latham & Watkins and Greenhill. The Skechers Board discussed the negotiation of key terms in the Merger Agreement and the transactions and other documents contemplated thereby.

Also on May 2, 2025, and immediately following the special meeting of the Skechers Board, the Independent Committee met to discuss updates around the negotiation of key terms in the Merger Agreement and the transactions and other documents contemplated thereby. The Independent Committee then authorized Latham & Watkins to provide Paul, Weiss a revised draft of the Merger Agreement. Following the meetings, representatives of Latham & Watkins provided representatives of Paul, Weiss a revised draft of the Merger Agreement, which included, among other things, (i) a narrower scope of conditions to 3G Capital’s obligation to close a proposed transaction, (ii) a “window shop” period of 40  days with respect to

 

68

 

parties who had submitted unsolicited proposals within the first 20 days after the date of the Merger Agreement, and (iii)  a reverse termination fee equal to 6% of Skechers’ equity value.

Also on May 2, 2025, representatives of Latham & Watkins sent representatives of Paul, Weiss a revised draft of the support agreement, and later that day, representatives of Paul, Weiss shared with representatives of Latham & Watkins a revised draft of the support agreement.

From May 3, 2025 through the morning of May 4, 2025, Skechers, 3G Capital and representatives of each party traded additional drafts of the Merger Agreement and related agreements.

On May 4, 2025, the Skechers Board held a special meeting with John Vandemore, Philip Paccione, Ted Weitzman and representatives from each of Latham & Watkins and Greenhill. Prior to the meeting, representatives of Greenhill provided the Skechers Board with an updated disclosure as of May 3, 2025 of Greenhill’s financial advisor relationships with respect to Skechers and its affiliates and 3G Capital. At the request of the Skechers Board, representatives of Greenhill rendered Greenhill’s oral opinion to the Skechers Board, which was subsequently confirmed by delivery of Greenhill’s written opinion dated May 4, 2025 that, as of such date and subject to and based on the various assumptions made, procedures followed, matters considered and qualifications and limitations of the review set forth in such opinion, the Cash Election Consideration to be received by the holders of Skechers Common Stock, other than the Excluded Holders, pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Representatives of Latham & Watkins then presented an overview of the Skechers Board’s fiduciary duties under Delaware law in connection with considering and approving a sale transaction and reviewed a detailed presentation of the final terms proposed in the Merger Agreement and other transaction documents, copies of final versions of which had been provided to the Skechers Board. Representatives of Latham & Watkins also discussed steps in connection with signing and certain regulatory approvals and notices that would need to be obtained post-signing. The Skechers Board then discussed with its advisors and Skechers management, among other things, the terms of the Merger Agreement and the transactions and other documents contemplated thereby.

Also on May 4, 2025, and immediately following the special meeting of the Skechers Board, the Independent Committee met to discuss with representatives of Latham & Watkins the proposed resolutions approving the Merger Agreement and the final versions of the proposed Merger Agreement, support agreement and the stockholder written consent, each of which were provided before the meeting. Following discussion, the Independent Committee unanimously (i) determined that the Merger Agreement and the transactions and other documents contemplated therein are fair and in the best interests of Skechers and its stockholders, (ii) recommended that the Skechers Board approve and declare advisable the Merger Agreement and the transactions and documents contemplated therein and (iii) subject to the terms of the Merger Agreement, recommended the adoption of the Merger Agreement by Skechers stockholders.

Also on May 4, 2025, and following the meeting of the Independent Committee, the Skechers Board re-convened its earlier meeting to discuss the Independent Committee’s recommendation with respect to the potential transaction with 3G Capital. Following such discussion, the Skechers Board unanimously (i)  authorized and approved the execution, delivery and performance by Skechers of the Merger Agreement and the consummation of the transactions contemplated therein, (ii) declared that the Merger Agreement and the transactions and documents contemplated therein are advisable, fair to and in the best interests of Skechers and its stockholders and (iii) recommended that Skechers stockholders adopt the Merger Agreement and approve the transactions contemplated therein in accordance with Delaware law.

Also on May 4, 2025, and immediately following the conclusion of the Skechers Board and Independent Committee meetings, Skechers, 3G Capital and Merger Sub executed and delivered the Merger Agreement and Skechers and the Greenberg Stockholders executed and delivered the support agreement, each effective as of May 4, 2025. Following the execution of the Merger Agreement and support agreement, the Greenberg Stockholders executed the Written Consent adopting the Merger Agreement and approving a potential transaction.

Prior to the opening of trading in Skechers common stock on NYSE on May  5, 2025, Skechers and 3G Capital issued a joint press release publicly announcing the potential transaction and the execution of the Merger Agreement on May  4, 2025, and Mr. Greenberg filed an amended Schedule 13D.

 

69

 

Recommendations of the Independent Committee and the Skechers Board; Skechers’ Reasons for the Transaction

In April 2025, the Skechers Board formed the Independent Committee, comprised solely of directors of the Skechers Board, each of whom satisfied the applicable criteria under the NYSE for determining director independence from Skechers and the Greenberg Stockholders (in the case of the Greenberg Stockholders, as if the Greenberg Stockholders were Skechers for purposes of applying such criteria to determine independence from the Greenberg Stockholders) and were “disinterested directors” as defined in Section 144(e)(4) of the DGCL, and empowered the Independent Committee to, among other things, review, evaluate and negotiate a proposed transaction with 3G Capital (or to the extent arising from such proposal(s) from 3G Capital, from one or more other third parties) and to make such recommendations to the Skechers Board and to Skechers stockholders as the Independent Committee deemed appropriate with respect thereto.

The Independent Committee

At a meeting held on May 4, 2025, the Independent Committee unanimously adopted resolutions (i) deeming and declaring that the Merger Agreement, the Transaction and all other transactions contemplated by the Merger Agreement are fair to and in the best interests of Skechers and its stockholders, (ii) declaring advisable the Merger Agreement, the Transaction and all other transactions contemplated by the Merger Agreement, (iii) recommending that the Skechers Board approve the Merger Agreement, the Transaction and all other transactions contemplated by the Merger Agreement and (iv) recommending that the Skechers Board approve the execution, delivery and performance by Skechers of the Merger Agreement and the consummation of the Transaction and all other transactions contemplated by the Merger Agreement, upon the terms and subject to the conditions set forth therein. The Independent Committee also unanimously (i) deemed and declared the Support Agreement and the transactions contemplated thereby to be advisable, fair to and in the best interests of Skechers and its stockholders, (ii) approved the Support Agreement in accordance with Section 3.14 of the bylaws of Skechers (as amended) and Section 144(a) of the DGCL and (iii) recommended that the Skechers Board authorize and approve the execution, delivery and performance by Skechers of the Support Agreement and the transactions contemplated thereby.

In arriving at this determination and recommendation, the Independent Committee reviewed and discussed a significant amount of information (including information from Skechers management and information obtained from 3G Capital management) and consulted with Skechers’ legal and financial advisors. The following are some of the significant factors that supported the Independent Committee’s determination and recommendation (these factors are presented below in no particular order, are not intended to be exhaustive and were neither ranked nor weighted in any manner by the Independent Committee). The Independent Committee views its positions and recommendations as being based on the totality of the information presented to and considered by it:

•

Knowledge of Skechers’ Business and Industry.   The Independent Committee’s knowledge and understanding of Skechers’ business, operations, assets and liabilities, financial condition, earnings, strategy and future prospects (including the risks involved in seeking to achieve such prospects).

​

•

Merger Consideration.   The Merger Consideration being offered to Skechers stockholders in connection with the Transaction, including:

​

•

the fact that Skechers stockholders holding Legacy Shares will have the right to elect to receive their Merger Consideration in the form of (i) $63.00 per share in cash or (ii) $57.00 per share in cash and one Common Unit (subject to the proration mechanism for the Mixed Election described in the section entitled “Summary of the Merger Agreement — The Merger Consideration — Merger Consideration” beginning on page [  ] of this information statement/​prospectus);

​

•

the value of the Merger Consideration relative to (i) the market performance of Skechers shares and (iii) the trading price of Skechers shares on May 2, 2025 (the last trading day prior to the public announcement of Skechers’ entry into the Merger Agreement) and, in this regard, how the Cash Election Consideration of $63.00 per share represented a premium of 30% to Skechers’ 15-day volume-weighted average stock price as of May 2, 2025;

​

 

70

 

•

the fact that Skechers stockholders who elect the Mixed Election Consideration retain an ongoing economic interest in the business through ownership of Parent Units, thereby allowing such Skechers stockholders to participate in any future growth, profitability, or strategic upside of the Skechers business following the Closing and any value that may be realized through a future liquidity event involving Parent;

​

•

the fact that Skechers stockholders who elect Cash Election Consideration obtain immediate value and liquidity;

​

•

the fact that, following the Closing, the Legacy Members (as defined herein) will, by majority vote of the Parent Units held by the Legacy Members, elect the Legacy Member Representative (as defined herein), which (i) will serve on the Parent Board, (ii) will be entitled to concurrent access to any information provided to holders of debt securities of Parent or its subsidiaries, including audited and unaudited financial statements of Parent, (iii) may, five years following the date of the Closing, request that Parent pursues an initial public offering or change of control that would result in a sale of 100% of Parent Units held by Legacy Members and (iv) will have certain consent rights over Parent’s ability to enter into any related person transactions, redeem or repurchase any equity securities, declare any distributions (other than on a pro rata, pari passu basis), or enter into certain amendments to the limited liability company agreement of Parent; and

​

•

the belief of the Independent Committee, based on the arm’s-length negotiations between Skechers and its advisors, on the one hand, and 3G Capital and its respective advisors, on the other hand, that the aggregate cash consideration was the highest amount of cash to which 3G Capital would agree.

​

•

Evaluation of Skechers’ Business.   The Independent Committee evaluated information regarding Skechers’ business, including:

​

•

the Company’s historical financial performance;

​

•

the Skechers Management Projections as further described in the section captioned “Skechers Management Unaudited Prospective Financial Information” beginning on page [  ]; and

​

•

the risk factors set forth in Skechers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

​

•

Negotiations with 3G Capital.   The Independent Committee’s belief that, after negotiations and multiple discussions with 3G Capital, Skechers obtained the highest price and most favorable terms to which 3G Capital was willing to agree (see the section captioned “Background of the Transaction” beginning on page [  ]). The Independent Committee also considered the arm’s-length negotiations between Skechers and its advisors, on the one hand, and 3G Capital and its advisors, on the other hand, and the benefits that Skechers was able to obtain as a result of such negotiations, which, among other things, resulted in the revision of the terms of the Transaction to be more favorable to Skechers and its stockholders than initially proposed by 3G Capital, including the inclusion of a window-shop period that enabled the Independent Committee, subject to the terms of the Merger Agreement, to continue, following Skechers’ entry into the Merger Agreement, to review and consider unsolicited Acquisition Proposals that would provide superior value to Skechers stockholders for a period of 20 days following the date of the Merger Agreement, which for parties who submit an Acquisition Proposal during such 20-day period, was extended to 40 days following the date of the Merger Agreement.

​

•

Other Potential Acquirors.   The Independent Committee considered, based on advice to Skechers from its financial advisor, that the number of potential strategic or financial counterparties to an alternative transaction involving an acquisition of Skechers at the price and terms provided by 3G Capital was likely low.

​

•

Potential Loss of Opportunity.   The Independent Committee also believed, based on Skechers’ management’s interactions with 3G Capital, that it was essential to 3G Capital to sign and announce a transaction with Skechers on an expedited basis and 3G Capital may not remain interested in pursuing a transaction with Skechers at a later time or under different circumstances.

​

 

71

 

•

Opportunity for Interloping Offers.   Even though Skechers was not actively engaged in discussions with any party other than 3G Capital at the time it entered into the Merger Agreement, the Merger Agreement included (i) a 40-day “window-shop” period during which Skechers was permitted to review unsolicited Acquisition Proposals and terminate the Merger Agreement to accept a Superior Proposal and (ii) deal protection provisions which, in the view of the Independent Committee, likely would not unduly deter any interested third party from making, or inhibit the Skechers Board or the Independent Committee from approving, a Superior Proposal during such window-shop period, in each case, subject to certain conditions (including payment of the Company Termination Fee of $339,883,891, which the Independent Committee viewed to be customary for similar transactions). The Independent Committee considered that the public announcement of the Transaction was likely to generate widespread media coverage and attract the attention of any potentially interested parties, who would then have an opportunity to express their interest in a potential alternative transaction during the 40-day window-shop period.

​

•

3G Capital’s Reputation.   The information obtained in the Independent Committee’s discussions with Skechers management, in consultation with Skechers’ advisors, regarding the business reputation, experience and financial resources of 3G Capital.

​

•

Majority Stockholder Support.   The support of the Greenberg Stockholders, which as of May 4, 2025, controlled approximately 58.3% of the voting power of Skechers’ outstanding shares of Skechers Common Stock, and which will be receiving the same form and amount of Merger Consideration per share for their Skechers shares as all other Skechers stockholders.

​

•

Review of the Merger Agreement.   The review by the Independent Committee with Skechers’ legal and financial advisors of, and advice received from such advisors on, the structure of the Transaction and the financial and other terms of the Merger Agreement and the other agreements entered into in connection with the Transaction (as described in the sections entitled “Summary of the Merger Agreement” and “Summary of Certain Agreements Related to the Transaction” beginning on pages [  ] and [  ], respectively, of this information statement/prospectus), including with respect to governance matters, deal protection, conditionality, termination rights and the likelihood of consummating the Transaction (including with respect to obtaining required regulatory approvals).

​

•

Fairness Opinion.   The opinion of Greenhill rendered to the Skechers Board on May 4, 2025 as to the fairness, from a financial point of view, to the holders of Skechers Common Stock (other than the Excluded Holders), as of the date of such opinion, of the Cash Election Consideration to be received by such holders pursuant to the Merger Agreement, as more fully described below in this section of this information statement/prospectus.

​

•

Likelihood of Closing.   The belief of the Independent Committee that the Transaction has a high likelihood of being completed in a timely manner based on a number of factors, including:

​

•

the closing conditions and the circumstances in which 3G Capital may terminate the Merger Agreement being specific and limited, including the fact that there is no financing condition;

​

•

the fact that the requisite approval of the Transaction by Skechers stockholders was obtained on the date that the parties entered into the Merger Agreement;

​

•

the regulatory filings and review associated with the Transaction;

​

•

the fact that the Termination Date can be extended by three months for the purpose of obtaining regulatory or antitrust approvals, if the Transaction has not been completed on or prior to November 4, 2025, which is anticipated to allow for sufficient time to obtain required regulatory approvals while limiting the length of time during which Skechers is required to operate subject to the restrictions on interim operations set forth in the Merger Agreement; and

​

•

the fact that Skechers may specifically enforce 3G Capital’s obligations under the Merger Agreement.

​

The Independent Committee weighed these factors against a number of uncertainties, risks and potentially negative factors relevant to the Transaction, including the following (these factors are presented below in no particular order, are not intended to be exhaustive and were neither ranked nor weighted in any manner by the Independent Committee):

 

72

 

•

Closing Certainty.   The conditions to the obligations of 3G Capital to complete the Transaction, including the requirement to obtain certain regulatory clearances and consents, and the right of 3G Capital to terminate the Merger Agreement without paying a termination fee to Skechers if such required regulatory clearances and consents are not obtained by a certain date.

​

•

Risks Associated with a Failure to Consummate the Transaction.   The risk that the Transaction may not be completed in a timely manner (or at all), and the effect that failing to complete the Transaction in a timely manner (or at all) might have on the business, operations, financial results and the trading price of Class A Common Stock or perceptions of Skechers among investors, customers, employees and other stakeholders.

​

•

Restrictions on the Operation of Skechers’ Business.   The restrictions on the conduct of Skechers’ business prior to the Closing that require Skechers to conduct its business in the ordinary course and prevent Skechers from taking certain specified actions, subject to certain specified limitations, which could delay or prevent Skechers from undertaking certain business opportunities pending completion of the Transaction.

​

•

Impact on Skechers Personnel, Customers and Other Stakeholders.   The adverse impact that business uncertainty prior to the Closing and during the post-Closing integration period could have on the ability of both Skechers and 3G Capital prior to and following the Closing, to attract, retain and motivate key personnel and maintain business relationships with customers and other stakeholders.

​

•

Impact of Transaction Announcement on Skechers.   The risk that the Transaction might divert management focus and resources from operating Skechers’ business, as well as other strategic opportunities, and that 3G Capital’s acquisition of Skechers might result in potential disruption to Skechers’ business and strategic opportunities following the Closing.

​

•

Participation in Future Gains.   To the extent the Skechers stockholders do not elect to receive the Mixed Election Consideration, any potential upside in Skechers’ strategic plan as a standalone company, and the fact that Skechers stockholders will forgo any future increase in the value of Skechers Common Stock that might result from Skechers’ possible growth as a standalone company.

​

•

No Solicitation.   The fact that, pursuant to the terms of the Merger Agreement, Skechers is restricted from (i) soliciting, initiating, knowingly facilitating or knowingly encouraging the submission of an Acquisition Proposal, (ii) discussing any Acquisition Proposal submitted by a third party with such third party and (iii) terminating the Merger Agreement to enter into a Superior Proposal (given the expiration of the window-shop period).

​

•

Proration of Mixed Consideration.   The fact that Skechers stockholders who elect to receive the Mixed Election Consideration for their shares of Skechers Common Stock might be able to exchange only a portion of their Skechers shares for Mixed Election Consideration because of the proration mechanism set forth in the Merger Agreement and described herein.

​

•

Company Termination Fee.   The significant costs involved in connection with entering into the Merger Agreement and consummating the Transaction (many of which are payable regardless of whether the Transaction is consummated), including the risk that Skechers might become obligated to pay 3G Capital the Company Termination Fee of $339,883,891 in connection with a termination of the Merger Agreement under certain circumstances, as described in the section entitled “Summary of the Merger Agreement — Company Termination Fee” beginning on page [  ] of this information statement/prospectus.

​

•

Skechers Controlled by 3G Capital.   The fact that, immediately following the completion of the Transaction, 3G Capital is expected to hold approximately 80% of Parent’s outstanding units immediately following the Closing and will control Skechers following the completion of the Transaction and the fact that this concentration of ownership and voting power may subject the Legacy Members to decisions that materially adversely affect their interests.

​

•

Rights of the Legacy Members.   The fact that (i) there is no public market for the Parent Units and one is not expected to develop, (ii) Legacy Members are generally prohibited from transferring their Parent Units, except in very limited circumstances or with the prior written consent of Fund VI, and (iii) the Legacy Members will have no information rights with respect to the books and records

​

 

73

 

of Parent. See the section entitled “Risk Factors — Risks Related to the Mixed Election Consideration and Ownership of Parent Units” beginning on page [  ] of this information statement/prospectus.

•

Directors and Executive Officers.   The interests of Skechers’ directors and executive officers with respect to the Transaction that may be in addition to, or that may be different from, their interests as Skechers stockholders, as described in the section entitled “Interests of Directors and Executive Officers of Skechers in the Merger” beginning on page [  ] of this information statement/prospectus.

​

•

Risk of Litigation.   The risk of litigation arising from Skechers stockholders in respect of the Merger Agreement or the Transaction.

​

•

Tax Treatment.   That the receipt of cash consideration by Skechers stockholders as a part of the Cash Election Consideration or the Mixed Election Consideration will be taxable for U.S. federal income tax purposes, as described in the section entitled “Material United States Federal Income Tax Consequences” beginning on page [  ] of this information statement/prospectus.

​

•

Risk Factors.   The risks of the type and nature described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages [  ] and [  ], respectively, of this information statement/prospectus.

​

The Independent Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Transaction were outweighed by the potential benefits that the Independent Committee expected Skechers and Skechers stockholders would achieve as a result of the Transaction.

The Skechers Board

At a meeting of the Skechers Board held on May 4, 2025, following the meeting of the Independent Committee, the Skechers Board unanimously adopted resolutions (i) determining that the Merger Agreement, the Transaction and all other transactions contemplated by the Merger Agreement are fair to and in the best interests of Skechers and its stockholders, (ii) approving and declaring advisable the Merger Agreement, the Transaction and all other transactions contemplated by the Merger Agreement, (iii) authorizing and approving the execution, delivery and performance by Skechers of the Merger Agreement and the consummation of the Transaction and all other transactions contemplated by the Merger Agreement, upon the terms and subject to the conditions set forth therein and (iv) recommending, subject to the terms of the Merger Agreement, that Skechers stockholders entitled to vote adopt the Merger Agreement. The Skechers Board also (i) approved the Support Agreement and the transactions contemplated thereby and (ii) authorized and approved the execution, delivery and performance by Skechers of the Support Agreement and the transactions contemplated thereby. The members of the Skechers Board who were present at the meeting were Robert Greenberg, Michael Greenberg, David Weinberg, Katherine Blair, Morton Erlich, Zulema Garcia, Yolanda Macias and Richard Siskind.

In arriving at this determination and recommendation, the Skechers Board reviewed and discussed a significant amount of information (including information from Skechers management and 3G Capital management) and consulted with the Independent Committee. The following are some of the significant factors that supported the Skechers Board’s determination and recommendation (these factors are presented below in no particular order, are not intended to be exhaustive and were neither ranked nor weighted in any manner by the Skechers Board):

•

the factors considered by the Independent Committee that are listed in the section entitled “The Merger — Transaction — The Independent Committee” beginning on page [  ] of this information statement/prospectus, and the fact that the Independent Committee made its evaluation of the Merger Agreement and the Transaction based upon such factors;

​

•

the opinion of Greenhill rendered to the Skechers Board on May 4, 2025, which was subsequently confirmed by delivery of a written opinion dated as of such date, to the effect that, as of such date and subject to and based on the various assumptions made, procedures followed, matters considered and qualifications and limitations of the review set forth therein, the Cash Election Consideration to be received by the holders of Skechers Common Stock, other than the Excluded Holders, pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully

​

 

74

 

described in the section entitled “— Opinion of the Financial Advisor” beginning on page [   ] of this information statement/prospectus;

•

the Independent Committee’s unanimous determination (i) deeming and declaring that the Merger Agreement, the Transaction and all other transactions contemplated by the Merger Agreement are fair to and in the best interests of Skechers and its stockholders, (ii) declaring advisable the Merger Agreement, the Transaction and all other transactions contemplated by the Merger Agreement, (iii) recommending that the Skechers Board approve the Merger Agreement, the Transaction and all other transactions contemplated by the Merger Agreement and (iv) recommending that the Skechers Board approve the execution, delivery and performance by Skechers of the Merger Agreement and the consummation of the Transaction and all other transactions contemplated by the Merger Agreement, upon the terms and subject to the conditions set forth therein; and

​

•

the Independent Committee’s unanimous determination (i) deeming and declaring the Support Agreement and the transactions contemplated thereby to be advisable, fair to and in the best interests of Skechers and its stockholders, (ii) approving the Support Agreement in accordance with Section 3.14 of the bylaws of Skechers (as amended) and Section 144(a) of the DGCL and (iii) recommending that the Skechers Board authorize and approve the execution, delivery and performance by Skechers of the Support Agreement and the transactions contemplated thereby.

​

The Skechers Board weighed these factors against a number of uncertainties, risks and potentially negative factors relevant to the Transaction, including those that are listed in the section entitled “The Merger — Transaction — The Independent Committee” beginning on page [  ] of this information statement/​prospectus.

The Skechers Board concluded that the uncertainties, risks and potentially negative factors relevant to the Transaction were outweighed by the potential benefits that the Skechers Board expected Skechers and Skechers stockholders would achieve as a result of the Transaction.

In considering the recommendation of each of the Independent Committee and the Skechers Board, Skechers stockholders should be aware that certain of Skechers’ directors and executive officers have interests with respect to the Transaction that may be in addition to, or that may be different from, the interests of Skechers stockholders generally. See the section entitled “Interests of Directors and Executive Officers of Skechers in the Merger” beginning on page [  ] of this information statement/prospectus.

The foregoing discussion of the information and factors considered by the Independent Committee and the Skechers Board includes the principal factors considered by the Independent Committee and the Skechers Board, respectively, but is not intended to be exhaustive and may not include all of the factors considered. In view of the wide variety of factors considered in connection with its evaluation of the Transaction and the complexity of these matters, neither the Independent Committee nor the Skechers Board found it useful to nor attempted to quantify, rank or otherwise assign relative weights to these factors. Rather, each of the Independent Committee and the Skechers Board viewed its determination and recommendation as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Independent Committee or the Skechers Board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Independent Committee and the Skechers Board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [  ] of this information statement/prospectus.

Certain Unaudited Prospective Financial Information

Skechers Unaudited Prospective Financial Information

Skechers does not, as a matter of course, publicly disclose forecasts or projections as to their long-term future financial performance, revenues, earnings or other results due to, among other reasons, the inherent uncertainty, unpredictability and subjectivity of the underlying assumptions, estimates and projections, especially in respect of projections covering extended periods of time.

 

75

 

In April 2025, Skechers management updated the Skechers long range plan to include the then current 2025 forecast and global business conditions such as consumer demand, pricing, trade policies, supply chain issues, currency exchange rates and other macroeconomic factors (the “Skechers Management Projections”). The Skechers Management Projections were reviewed and approved by the Skechers Board for use by Greenhill in connection with its financial analysis and opinion, as described in the section entitled “— Opinion of the Financial Advisor” beginning on page [  ] of this information statement/prospectus. At the direction of the Skechers Board, the Skechers Management Projections were also provided to 3G Capital on May 1, 2025 to facilitate 3G Capital’s evaluation of the potential transaction.

The following tables present a summary of the Skechers Management Projections. Although the information in the Skechers Management Projections is presented with numerical specificity, it reflects numerous estimates and assumptions made by Skechers management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other potential future events, as well as matters specific to Skechers’ business, in each case as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond Skechers’ control. As a result, actual results likely will differ, and may differ materially, from those contained in the Skechers Management Projections.

Skechers Management Projections