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 July 8, 2025

Asna Afzal
Principal Executive Officer
Beach Acquisition Co Parent, LLC
c/o 3G Capital Partners L.P.
600 Third Avenue, 37 Floor
New York, New York 10016

 Re: Beach Acquisition Co Parent, LLC
 Registration Statement on Form S-4
 Filed June 10, 2025
 File No. 333-287891
Dear Asna Afzal:

 We have reviewed your registration statement and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
General

1. We note that members of senior management of Skechers will continue to
serve in
 senior management capacities following the Closing, and that the
possibility exists for
 the Greenberg Stockholders to own up to approximately 15.2% of
outstanding Parent
 Units. We also note that certain of these individuals own Skechers PSAs
that will
 convert into Class P Units, which high vote securities further increase
their aggregate
 equity ownership of Parent to an unspecified total. Finally, we note
that the Greenberg
 Stockholders are positioned to have the requisite voting power to elect
the Legacy
 Member Representative, the initial designation of whom appears to have
been pre-
 decided according to the disclosure in Annex D. Please provide us with
an analysis
 addressing whether Rule 13e-3 applies to your transaction. Refer to
Going Private
 Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and
 July 8, 2025
Page 2

 Disclosure Interpretations Questions 201.01 and 201.05 for additional
guidance.
2. We note that your forum selection provision in Section 13.12 of the
Parent A&R
 LLCA, filed as Annex D, identifies the Court of Chancery of the State of
Delaware
 and any Delaware state appellate court as the exclusive forum for any
Legal
 Proceeding. Please revise your prospectus to clearly and prominently
describe the
 provision, including in your Risk Factors and Description of Parent
Units sections.
 Please disclose whether this provision applies to actions arising under
the Securities
 Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act
 creates exclusive federal jurisdiction over all suits brought to enforce
any duty or
 liability created by the Exchange Act or the rules and regulations
thereunder, and
 Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state
 courts over all suits brought to enforce any duty or liability created
by the Securities
 Act or the rules and regulations thereunder. If the provision applies to
Securities Act
 claims, please also disclose that there is uncertainty as to whether a
court would
 enforce such provision and that investors cannot waive compliance with
the federal
 securities laws and the rules and regulations thereunder. If this
provision does not
 apply to actions arising under the Securities Act or Exchange Act,
please also ensure
 that the exclusive forum provision in the Parent A&R LLCA states this
clearly, or tell
 us how you will inform investors in future filings that the provision
does not apply to
 any actions arising under the Securities Act or Exchange Act. Further,
please clearly
 disclose any risks or other impacts on investors, including, but not
limited to,
 increased costs to bring a claim and that these provisions can
discourage claims or
 limit investors ability to bring a claim in a judicial forum that
they find favorable.
 Please address whether there is any question as to whether a court would
enforce the
 provision.
3. We note your waiver of jury trial provision in Section 13.13 of the
Parent A&R
 LLCA. Please revise your prospectus to clearly and prominently describe
this
 provision, including in your Risk Factors and Description of Parent
Units sections.
 Please disclose whether the provision extends to federal securities law
claims. If so,
 state that investors cannot waive compliance with the federal securities
laws and the
 rules and regulations promulgated thereunder. Further, please clearly
disclose any
 risks or other impacts on investors, including, but not limited to,
increased costs to
 bring a claim, limited access to information and other imbalances of
resources
 between the company and members, and that these provisions can
discourage claims
 or limit members ability to bring a claim in a judicial forum that
they find favorable.
 Address any question regarding whether or not a court would enforce the
provision
 and the impacts of limitations on claims arising under other applicable
state or federal
 laws. Further, please clarify whether the provision applies to
purchasers in secondary
 transactions.
Cover Page

4. We note disclosures on pages 26 and 153 that the Parent Units will not
be listed on
 any stock exchange and that you intend to terminate or suspend your
reporting
 obligations under the Exchange Act as promptly as practicable following
the
 Transaction. Please disclose this on the cover page.
 July 8, 2025
Page 3

5. We note disclosure on page 34 that the Parent will be controlled by Fund
VI. Please
 disclose that you will be controlled by Fund VI on the cover page and
describe the
 beneficial ownership and voting power held by the controlling member
after the
 Merger.
6. We note disclosures regarding the percentage of issued and outstanding
Parent Units
 that the Greenberg Stockholders would own under various scenarios. We
also note
 that the Greenberg Stockholders will own Class P Units, which are
high-vote
 securities. Please revise your filing to clearly state the expected
total voting power of
 the Greenberg Stockholders under the scenarios presented.
Questions and Answers about the Transaction
How do I elect the type of Merger Consideration that I prefer to receive?, page
10

7. We note your disclosure that Skechers stockholders electing the Mixed
Election
 Consideration will be required to execute a joinder to the Parent A&R
LLCA. Please
 file the form of joinder to be executed by stockholders electing the
Mixed Election
 Consideration.
Is the Merger subject to the fulfillment of certain conditions?, page 13

8. Please revise the Q&A to disclose the conditions of the Merger that are
waivable.
 Please also consider including a cross reference to any appropriate risk
factors.
Summary, page 17

9. Please revise this and the Risk Factors sections to describe your
capital structure,
 including the different authorized classes of Units, and the nature of
the disparate
 voting rights, including the number of votes to which each class of Unit
is entitled.
 Disclose that future issuances of high-vote securities may be dilutive
to low-vote
 members. Finally, please disclose, if applicable, that the capital
structure and/or
 disparate voting rights may have anti-takeover effects preventing a
change in control
 transaction that members might consider in their best interest.
10. We note disclosure on page 149 that [e]xcept as expressly required by
the Parent
 A&R LLCA or applicable law, the holders of Parent Units will not be
entitled to
 vote. Please revise to describe those circumstances in which holders
of low-vote
 Units would be entitled to vote on particular matters, the number of
votes required for
 approval of such matters, and whether classes would vote separately or
together as a
 combined class. Please also revise your disclosures on page 149.
Risk Factors
Risks Related to the Mixed Election Consideration and Ownership of Parent Units
Legacy Members that hold Parent Units will not have the same rights or
protections as
shareholders of a corporation..., page 33

11. We note disclosure that Legacy Members will not have the same rights
typically
 available to corporate shareholders, including fiduciary
protections. Please revise
 to elaborate on the lack of fiduciary protections.
Risks Related to the Transaction
Skechers may waive one or more of the conditions to the Closing without
re-obtaining
 July 8, 2025
Page 4

stockholder approval., page 41

12. Please revise to note which conditions to closing are waivable. Please
also revise your
 risk factor disclosure to include a discussion of the risks related to
the potential waiver
 of the relevant conditions, and disclose how you will inform investors
if and when
 material conditions are waived.
Background of the Transaction, page 59

13. Please revise your disclosure in this section to include negotiations
relating to material
 terms of the transaction, including, but not limited to, structure,
consideration,
 proposals and counterproposals, and termination fee. In your revised
disclosure,
 please explain the reasons for the terms, each party s position on the
issues, and how
 you reached agreement on the final terms. Please revise your disclosure
to provide
 more detail regarding the parties in attendance at, and the topics
discussed during,
 each meeting.
14. We note disclosure on page 60 that in November 2021, Skechers management
was
 first introduced to 3G Capital. Please revise to discuss who initiated
the contact and
 why. Further, we note disclosure that Skechers management and 3G Capital
met
 several times, including in December 2023 and in June 2024. Please
revise to
 elaborate on the nature of these meetings.
15. We note disclosure on page 62 that the March Proposal contemplated the
role of a
 Legacy Member Representative to represent Skechers stockholders holding
equity in
 Parent. Please revise to elaborate on how the rights and limitations of
(i) the Legacy
 Member Representative and (ii) the Legacy Members as a group were
negotiated and
 any counterproposals.
16. We note disclosure on page 106 that the Parent entered into the Debt
Commitment
 Letter and the Equity Commitment Letter. Please revise to discuss this
Debt Financing
 and Equity Financing and the need to obtain additional financing for the
Parent.
 Further, we note references in the prospectus to the Commitment
Letters. Please
 revise to define this term. Finally, we note disclosures on pages 36 and
43 that, while
 the parties have not entered into definitive agreements, you expect the
agreements to
 contain various covenants. Please revise to add a standalone section, or
revise the
 Summary of the Merger Agreement Financing of the Merger
section, that
 discusses the expected material terms of the Debt Financing and Equity
Financing.
17. We note disclosure on page 132 that, notwithstanding that no
definitive arrangements
 have been negotiated or entered into, you expect the current Skechers
named
 executive officers to serve in the same titles at Parent after the
merger, with
 substantially similar to or lower compensation that they currently
receive at
 Skechers. Please revise to elaborate on the discussions/negotiations
concerning these
 compensation arrangements with Parent.
18. Please revise to disclose whether Skechers received unsolicited
Acquisition Proposals
 during the window-shop period and, if applicable, the Board s
consideration of such
 proposals.
19. We note that the negotiations on the termination fees were a percentage
of Skechers
 July 8, 2025
Page 5

 equity value. We note that the Company Termination Fee is $339,883,891
and the
 Parent Termination Fee is $534,103,258. Please revise your disclosure to
more clearly
 disclose how the terms evolved, and final terms were agreed upon.
20. We note there were several discussions regarding Skechers management
team
 remaining actively engaged in any post-closing company. We also note
your
 disclosure that the March Proposal indicated that the 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. Please elaborate on
the negotiations
 related to the structure of the post-closing company and how the parties
decided on
 the ultimate structure.
The Merger
Treatment of Outstanding Skechers Equity Awards, page 59

21. We note disclosures on pages 139 and 141 that your named executive
officers hold
 Skechers PSAs, which will convert into Class P Units. Please revise your
prospectus
 to disclose who holds your Skechers RSU Awards that was granted after
the date of
 the Merger Agreement, which will convert into Class P Units.
Recommendations of the Independent Committee and the Skechers Board; Skechers'
Reasons
for the Transaction, page 70

22. We note that the Board and Independent committee did not obtain a
fairness opinion
 for the Mixed Election Consideration, but did obtain a fairness opinion
for the Cash
 Election Consideration. Please tell us what consideration the Board and
the
 Independent Committee gave to this decision when 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."
Negotiations with 3G Capital, page 71

23. We note disclosure that, as a result of negotiations, Skechers was able
to obtain more
 favorable terms of the Transaction to Skechers and its
stockholders than initially
 proposed by 3G Capital. However, we note disclosure that in the March
Proposal, 3G
 Capital proposed $73 in cash for the Cash Election Consideration and $66
in cash and
 one equity unit for the Mixed Election Consideration, which are values
that are lower
 than those in the final Cash Election Consideration and Mixed Election
Consideration.
 Please revise to clarify.
Certain Unaudited Prospective Financial Information, page 76

24. We note disclosure that certain assumptions were included in your
projections. Please
 expand the discussion of your material assumptions underlying the
projections,
 quantifying where applicable. Additionally, please revise to provide
detailed
 quantitative disclosure describing the basis for your projected sales
and the factors or
 contingencies that would affect such growth ultimately materializing.
Finally, please
 compare these assumptions with those underlying the Updated 2024 Long
Range Plan
 and Annual Operating Plan disclosed on page 77.
 July 8, 2025
Page 6

Opinion of the Financial Advisor of the Skechers Board
Selected Comparable Company Analysis, page 81

25. Please revise to state whether the advisor excluded any companies
meeting the
 selection criteria from the analysis. Please explain the basis for such
exclusions, if
 any.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Preliminary Purchase Price Allocation, page 125

26. Refer to the discussion in Note 2(a)(i). Please expand to separately
disclose the
 number of Skechers Common Stock outstanding as of May 2, 2025 (or the
appropriate
 date) and the number of Skechers RSUs and RSAs for which the estimated
cash
 consideration has been determined. Expand the tabular disclosure on page
126 of the
 sensitivity analysis to also disclose the number of Skechers Common
Stock, Skechers
 RSUs and RSAs used for each of the three scenarios.
27. Refer to Note 2(c) of the preliminary estimated merger consideration
allocation and
 the $4.5 billion assigned to identifiable intangible assets shown in the
second table on
 page 127. Disclose if the $4.0 billion assigned to the brand is solely
pertaining to the
 overall Skechers Brand, and whether it includes the various trademarks,
design
 patents and other proprietary rights as discussed on pages 51 and 52.
Also for the
 other definite-lived assets of $500 million, disclose in the narrative
the separate
 amounts that are allocated to customer relationships and
customer-related assets and