Beach Acquisition Co Parent, LLC Files 8-K with Key Corporate Events

TL;DR

Beach Acquisition Co Parent, LLC filed an 8-K on 9/12/25 detailing a material agreement, acquisition completion, and financial obligations.

AI Summary

Beach Acquisition Co Parent, LLC, a Delaware-based company, has filed an 8-K on September 12, 2025, reporting several material events. These include entering into a definitive agreement, completing an acquisition, creating a direct financial obligation, and changes in officers and bylaws. The company is located at 600 Third Avenue, New York, NY, and its business phone number is 212-893-6727.

Why It Matters

This 8-K filing signals significant corporate actions by Beach Acquisition Co Parent, LLC, including potential acquisitions and financial obligations, which could impact its future business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like acquisitions and financial obligations, which inherently carry medium-level risk due to their potential impact on the company's financial health and strategic direction.

Key Players & Entities

• Beach Acquisition Co Parent, LLC (company) — Filer of the 8-K
• 3G Capital Inc. (company) — Associated with the business and mailing address
• September 12, 2025 (date) — Date of report and earliest event
• 212-893-6727 (phone_number) — Business phone number

FAQ

Key Financial Figures

• $2.2 billion — onnection with the issuance and sale of $2.2 billion in aggregate principal amount of 10.000
• $1,555.0 million — t Agreement"), which provides for (i) a $1,555.0 million USD first lien term loan facility and 1
• $3,005.0 million — ity, for an aggregate USD equivalent of $3,005.0 million (together, the "Term Loan Facility") an
• $1,600.0 million — r, the "Term Loan Facility") and (ii) a $1,600.0 million first lien cash flow revolving facility
• $0.001 — s A common stock of Skechers, par value $0.001 per share (the "Class A Common Stock"),
• $63 — d below: (a)an amount in cash equal to $63.00, without interest thereon, pursuant
• $57.00 — on"); or (b)an amount in cash equal to $57.00 and one unlisted limited liability comp

Filing Documents

• eh250676432_8k.htm (8-K) — 60KB
• eh250676432_ex1002.htm (EX-10.2) — 1859KB
• eh250676432_ex1003.htm (EX-10.3) — 1536KB
• eh250676432_ex1004.htm (EX-10.4) — 1276KB
• eh250676432_ex9901.htm (EX-99.1) — 7KB
• 0000950142-25-002428.txt ( ) — 5975KB
• bacp-20250912.xsd (EX-101.SCH) — 3KB
• bacp-20250912_lab.xml (EX-101.LAB) — 33KB
• bacp-20250912_pre.xml (EX-101.PRE) — 22KB
• eh250676432_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indentures As previously announced, on July 30, 2025, Beach Acquisition Bidco, LLC, a Delaware limited liability company (the "Issuer") an indirect parent of Skechers entered into (i) an indenture, dated as of July 14, 2025 (the "Secured Notes Indenture"), in connection with the issuance and sale of 1.0 billion in aggregate principal amount of 5.250% Senior Secured Notes due 2032 (the "Senior Secured Notes") and (ii) an indenture, dated as of July 14, 2025 (the "PIK Notes Indenture" and, together with the Secured Notes Indenture, the "Indentures"), in connection with the issuance and sale of $2.2 billion in aggregate principal amount of 10.000% / 10.750% Senior PIK Toggle Notes due 2033 (the "Senior PIK Notes" and, together with the Senior Secured Notes, the "Notes"). The Issuer caused to be deposited an amount of cash equal to the aggregate principal amount of Notes (the "Escrowed Proceeds") into segregated escrow accounts until the date that certain escrow release conditions (the "Escrow Release Conditions"), including the consummation of the Merger, were satisfied. On September 12, 2025, the Escrow Release Conditions were satisfied, and the Escrowed Proceeds were released from the escrow accounts and used to fund a portion of the cash purchase price of the Merger and to pay related fees and expenses (the "Escrow Release"). In connection with the Merger and upon the Escrow Release, Skechers (i) pursuant to a supplemental indenture to the Secured Notes Indenture, dated as of September 12, 2025 (the "Secured Notes Supplemental Indenture") guaranteed the Secured Notes on a senior secured basis, along with Beach Acquisition Midco, LLC ("Midco") and each of the Issuer's existing and future wholly-owned subsidiaries that guarantee the obligations under the Senior Secured Credit Facilities (as defined below), including all material U.S. subsidiaries and certain non-U.S. subsidiaries and (ii) pursuant to a supplem

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report is incorporated by reference into this Item 2.01. On the terms and subject to the conditions set forth in 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 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 was outstanding as of immediately prior to the Effective Time (other than any share of Skechers Common Stock that was (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 or (ii) held by any stockholder who neither voted in favor of the Transaction 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 General Corporation Law of the State of Delaware) was cancelled and extinguished and automatically converted into the right to receive the following consideration (collectively, the "Merger Consideration"), subject to the election mechanics described below: (a)an amount in cash equal to $63.00, without interest thereon, pursuant to applicable election procedures (the "Cash Election Consideration"); or (b)an amount in cash equal to $57.00 and one unlisted limited liability company unit of the Company (such unit, the "Parent Unit" and such consideration, subject to proration as set forth in the Merger Agreement, the "Mixed Election Consideration"). Company Equity Awards As of the Effective Time, by virtue of the Merger: (a)Each restricted stock award whose vesting was only tied to service-vesting conditions ("Skechers RSA"), whether

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

02 Departure of Directors or Certain Officers

Item 5.02 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. Other than as discussed in Item 5.02 below, the Company's directors and executive officers are described in the section titled " Directors and Management of Parent After Completion of the Transaction ," beginning on page 142 of the Company's information statement/prospectus initially filed with the SEC on June 10, 2025 and declared effective on August 5, 2025 (the "Information Statement/Prospectus"), and " Certain Relationships and Related Party Transactions ," beginning on page 145 of the Information Statement/Prospectus, each of which is incorporated herein by reference. Appointment of Directors In connection with the Transaction, effective as of the closing date, the following individuals were appointed to serve on the board of directors of the Company (the "Company Board"): Alexandre Behring Daniel S. Schwartz Appointment of Officers In connection with the Transaction, effective as of the closing date, the following individuals were named as executive officers of the Company. Name Age Title Robert Greenberg 85 Chief Executive Officer Michael Greenberg 62 President John Vandemore 52 Chief Financial Officer David Weinberg 74 Chief Operating Officer and Executive Vice President Mark Nason 63 Executive Vice President of Product Development

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As of the closing, the Company amended and restated its limited liability company agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein, to provide for, among other things, the issuance of the Parent Units to the holders of Skechers Common Stock that validly elected to receive the Mixed Election Consideration (subject to proration as set forth in the Merger Agreement) (collectively, the "Legacy Holders"), and 3G Fund VI, L.P., a Cayman Islands exempted limited partnership ("Fund VI"). Pursuant to the A&R LLCA, the Legacy Holders will, by majority vote of the Parent Units held by such Legacy Holders, elect a representative (the "Legacy Holder Representative"). The Legacy Holder Representative may resign at any time and may be removed by majority vote of the Parent Units held by the Legacy Holders. Any replacement Legacy Member Representative will be elected by majority vote of the Legacy Holders. Pursuant to the A&R LLCA, the Parent Units have the following rights and are subject to the following restrictions: (a)the Parent Units held by Legacy Holders are not transferrable (other than transfers (i) to affiliates, (ii) for customary estate-planning purposes, (iii) pursuant to the tag-along or drag-along provisions or (iv) in connection with a liquidity transaction requested by the Legacy Holder Representative); (b)any attempt to transfer Parent Units by a Legacy Holder in violation of the transfer restrictions set forth in the A&R LLCA will be void and, if intentional, would result in such Legacy Holder's immediate (i) forfeiture of all of his, her or its Parent Units for no consideration and (ii) removal as a member of the Company; (c)the Legacy Holders who are (i) former holders of Class B Common Stock or (ii) executive officers or employees above the Senior Vice President level of Skechers as of the date of the Merger Agreement and the closing

01 Other Events

Item 8.01 Other Events. On September 12, 2025, the Company and Skechers jointly issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Exhibit Description 2.1* Agreement and Plan of Merger, dated as of May 4, 2025, by and among Beach Acquisition Co Parent, LLC, Beach Acquisition Merger Sub, Inc. and Skechers U.S.A., Inc. (incorporated by reference to exhibit number 2.1 of the Skechers Form 8-K filed on May 5, 2025). 10.1*+ Form of Amended and Restated Limited Liability Company Agreement of Beach Acquisition Co Parent, LLC (incorporated by reference to exhibit number 10.1 of the Skechers Form 8-K filed on May 5, 2025). 10.2* Credit Agreement, dated as of September 12, 2025, by and among Beach Acquisition Midco, LLC, as holdings, Beach Acquisition Bidco, LLC, as the borrower, the lenders from time to time party thereto, the issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., in its capacities as administrative agent for the lenders and collateral agent. 10.3 Indenture, dated as of July 14, 2025, governing Beach Acquisition Bidco, LLC's 5.250% Senior Secured Notes due 2032, by and among Beach Acquisition Bidco, LLC, as the issuer, U.S. Bank Trust Company, National Association, as trustee and notes collateral agent, U.S. Bank Europe DAC, as registrar and transfer agent and U.S. Bank Europe DAC, UK Branch, as paying agent. 10.4 Indenture, dated as of July 14, 2025, governing Beach Acquisition Bidco, LLC's 10.000% / 10.750% Senior PIK Toggle Notes due 2033, by and between Beach Acquisition Bidco, LLC, as issuer and U.S. Bank Trust Company, National Association, as trustee. 99.1 Joint Press Release, dated September 12, 2025. * The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BEACH ACQUISTION CO PARENT, LLC Date: September 12, 2025 By: /s/ Flavio Montini Name: Flavio Montini Title: Chief Financial Officer, Chief Accounting Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR