1. Beach Acquisition Co Parent, LLC    2. Beach Acquisition Merger Sub, Inc.   3. Kakapo Investment Pte. Ltd.

COMPETITION COMMISSION OF INDIA

Combination Registration No.C-2025/06/1297

Non-Confidential

19^th August 2025

Notice under Section 6(2) of the Competition Act, 2002 filed by Beach Acquisition Co Parent, LLC; Beach Acquisition Merger Sub, Inc.; and Kakapo Investment Pte. Ltd.

CORAM:

Ms. Ravneet Kaur
Chairperson

Mr. Anil Agrawal
Member

Ms. Sweta Kakkad
Member

Mr. Deepak Anurag
Member

Order under Section 31(1) of the Competition Act, 2002

1. On 26^th June 2025, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), filed by Beach Acquisition Co Parent, LLC (Beach Parent), Beach Acquisition Merger Sub, Inc. (Beach Merger Sub) and Kakapo Investment Pte. Ltd. (GIC Investor) [hereinafter, Beach Parent and Beach Merger Sub are collectively referred to as the ‘Acquirers’ and Acquirers and GIC Investor are collectively referred to as the ‘Notifying Parties’.]

2. The notice has been filed pursuant to execution of the following documents: (i) Agreement and Plan of Merger dated 4^th May 2025 entered between the Acquirers and Skechers USA, Inc. (Target) and (ii)

3. The proposed combination envisages the following:

• (i) An indirect acquisition of all the outstanding shares and sole control of the Target by affiliates of investment funds managed by 3G Capital Partners LP (3G Capital), i.e., the Acquirers (Proposed 3G Transaction). 3G Capital will indirectly acquire sole control over the Target by way of the Proposed 3G Transaction and is seeking approval for the acquisition of up to 100% of the Target’s shareholding.
• (ii) GIC Investor proposes to invest capital in 3G Fund VI, whose proceeds will be utilised to partly finance the Proposed 3G Transaction (Proposed GIC Investment). The Proposed GIC Investment will entitle GIC Investor to certain rights in the Target such as Further, the Proposed GIC Investment will result in the GIC Investor acquiring an approximately in the Target on a look-through basis.
  [Hereinafter, the Proposed 3G Transaction and the Proposed GIC Investment are collectively referred to as the ‘Proposed Combination’.]

4. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, certain information(s)/ clarification(s) was sought from the Notifying Parties vide letters dated 9^th July 2025 and 25^th July 2025, the complete response to which was received on 30^th July 2025.

5. The Acquirers are affiliates of investment funds managed by 3G Capital. They have been established for the Proposed 3G Transaction and do not have any business activities at present. Beach Parent is a newly formed limited liability company incorporated in Delaware and Beach Merger Sub, a subsidiary of Beach Parent, is a corporation incorporated in Delaware. The Acquirers are wholly owned and controlled by 3G Fund VI; an investment fund managed by affiliates of 3G Capital.

6. 3G Capital is the ultimate controlling person of the Acquirers. 3G Capital is a global investment firm having investments across various industries including consumer goods, retail, and food and beverages and has assets under management.

7. The GIC Investor is an investment holding vehicle organised as a private limited company in Singapore. It is a limited partner of 3G Fund VI. The GIC Investor is wholly-owned by GIC Blue Holdings Pte. Ltd., an entity which is in turn wholly-owned by GIC (Ventures) Pte. Ltd. (GIC Ventures).

8. The GIC Investor belongs to the GIC Group, which refers to a group of investment holding companies managed by (i) GIC Special Investments Private Limited (GICSI) - an entity wholly-owned by GIC Private Limited (GIC) and (ii) the Integrated Strategies Group of GIC (GICISG). Both GIC Ventures and GIC are wholly-owned by the Minister for Finance, a body corporate established under Section 2(1) of the Minister for Finance (Incorporation) Act 1959 of Singapore. GIC Group has various investment holding companies (i.e., SPVs) which in turn have multiple portfolio investments across the world.

9. The Target is public company listed on the New York Stock Exchange. Robert Greenberg holds 55.3% of voting rights in the Target. He is currently the sole controller of the Target. His holdings include shares and stock awards that he holds as an individual, as well as through the Greenberg Family Trust and the Skechers Voting Trust. Robert Greenberg is also the Chairman of the Board and Chief Executive Officer of the Target. The Target operates in the Apparel, Footwear and Accessories (AFA) sector. The Target is active in India through Skechers South Asia Private Limited (Skechers India). The Target does not manufacture in India and its Indian subsidiary i.e., Skechers India is engaged only in the wholesale (B2B) and retail (B2C) sales of AFA in India. The Target and its downstream group entities and affiliates are collectively referred to as the ‘Relevant Target Entities’.

10. The Acquirers have submitted that that there are no horizontal overlaps between the 3G Capital Entities and the Relevant Target Entities in India. Also, there are no actual or potential vertical or complementary relationships between them.

11. Further, it is submitted that certain GIC Portfolio Entities^1 and the Relevant Target Entities exhibit horizontal overlap in the following relevant markets: (i) ‘overall market for consumer products in India’; (ii) ‘market for B2B sales in India’ (B2B Product Market), its segment i.e., ‘market for B2B sales of AFA products in India’ (B2B AFA Sales), and its sub-segments, namely (a) ‘market for B2B sales of apparel products in India’ (B2B Apparel Segment), (b) ‘market for B2B sales of footwear products in India’ (B2B Footwear Segment), and (c) ‘market for B2B sales of accessory products in India’ (B2B Accessories Segment); (iii) ‘market for B2C Sales in India’ (B2C Product Market) and its segment i.e., ‘market for B2C sales of AFA products in India’ (B2C AFA Sales) and its sub-segments, namely (a) ‘market for B2C sales of apparel products in India’ (B2C Apparel Segment), (b) ‘market for B2C sales of footwear products in India’ (B2C Footwear Segment), and (c) ‘market for B2C sales of accessory products in India’ (B2C Accessories Segment).

12. With regard to the vertical relationships between the Parties, it is submitted that one of the GIC Portfolio entities is present in the B2C sale of AFA in India, and is downstream to the Target’s wholesale sale of AFA in India. The Target offers its own products for B2B sale through various channels, including: (i) Family shoe stores, specialty athletic and sporting goods retailers, department stores and big box club stores; (ii) E-commerce retailers; and (iii) Distributors in select international markets. As GIC Portfolio entity had an existing customer/supplier arrangement with the Target, there is an existing vertical relationship between GIC Group and the Target in the following markets: (i) ‘the market for B2B sales of AFA in India’ at the upstream level (Upstream B2B AFA Market) and ‘the market for B2C sales of AFA in India’ at the downstream level (Downstream B2C AFA Market) [Vertical Relationship 1], (ii) ‘the market for B2B sales of apparel in India’ at the upstream level (Upstream Downstream B2B Apparel Market) and ‘the market for B2C sales of apparel in India’ at the downstream level (Downstream B2C Apparel Market 2) [Vertical Relationship 2], and (iii) ‘the market for B2B sales of footwear in India’ at the upstream level (Upstream B2B Footwear Market) and ‘the market for B2C sales of footwear in India’ at the downstream level (Downstream B2C Footwear Market) [Vertical Relationship 3].

13. The Commission decides to leave precise delineation of the relevant market open, as it is observed that because of the reasons stated below, the Proposed Combination is not likely to result in appreciable adverse effect on competition, irrespective of the manner in which the relevant market is delineated.

14. Based on the submissions in the notice, it is noted that the combined market shares of the GIC Portfolio Entities and Target in the horizontally overlapping relevant markets identified above are not significant, except in B2B Footwear Segment where the combined market share is in the range of %, but the incremental market share is not significant. Moreover, there are other players present in each of the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern in any of the relevant markets.

15. Further, it is noted that the individual market shares in each of the vertically related upstream and downstream relevant markets are not significant, except in Upstream B2B Footwear Market where the individual market share of the Target is in the range of %. Moreover, there are other players posing competitive constraints on the parties in each of these markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition foreclosure concerns in any of the relevant markets identified above.

16. Considering the material on record, including the details provided in the notice and the assessment of the Combination based on the factors stated in sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

17. This order may stand revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

18. The information provided by the Notifying Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

19. The Secretary is directed to communicate to the Notifying Parties, accordingly.