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CORRESP
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 BEACH ACQUISITION CO PARENT, LLC

 c/o 3G Capital Partners L.P.

 600 Third Avenue, 37 Floor

 New York, New York 10016

 (212) 893-6727

 July 14, 2025

 VIA EDGAR AND ELECTRONIC MAIL

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, DC 20549

 Attn: Jenny O'Shanick and Asia Timmons-Pierce

 RE: Beach Acquisition Co Parent, LLC
 Registration Statement on Form S-4

 Filed June 10, 2025

 File No. 333-287891

 Dear Ms. O'Shanick and Ms. Timmons-Pierce:

 This letter sets forth the
response of Beach Acquisition Co Parent, LLC (the "Registrant") to the comment letter of the staff of the Division of Corporation
Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"), issued to the Registrant
on July 8, 2025, with respect to the above-referenced Registration Statement on Form S-4 (as amended, the "Registration
Statement"). In connection with this letter, an amendment to the Registration Statement ("Amendment No. 1") has
been submitted to the Commission on the date hereof.

 For your convenience, the
Staff's comments are set forth in bold, followed by responses on behalf of the Registrant. Unless otherwise indicated, all page references
in the responses set forth below are to the pages of Amendment No. 1. Capitalized terms not otherwise defined in this response
letter have the meanings given to them in Amendment No. 1. As used herein, references to "Management" refer to Skechers'
current management team, excluding Chairman and Chief Executive Officer Robert Greenberg and President Michael Greenberg.

 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 Disclosure Interpretations
Questions 201.01 and 201.05 for additional guidance.

 Response : The Registrant (also
referred to herein as "Parent") and Skechers, together with their counsel, considered the applicability of Rule 13e-3
promulgated under the Exchange Act to the Transaction. After careful consideration, Parent and Skechers concluded that the Transaction
is not a "going private transaction" subject to Rule 13e-3 because (1) all Skechers stockholders 1
are being offered the Mixed Election Consideration and the opportunity to rollover their shares of Skechers Common Stock into Parent Units
(which, as defined in the information statement/prospectus, include the common limited liability company units of Parent (the "Common
Units") and the Class P limited liability company units of Parent (the "Class P Units" 2 ))
on the same terms, (2) Parent is not, prior to the consummation of the Transaction, an affiliate of Skechers, (3) neither Management
nor the Greenberg Stockholders are "engaged in" the Transaction and (4) the Transaction resulted from arm's length
negotiations initiated by 3G Capital and unanimously approved by the Skechers Board and a committee of independent and disinterested members
of the Skechers Board. Parent's and Skechers' analysis is more fully described below.

 1 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) are eligible to be converted into the Mixed Election Consideration. All Skechers stockholders were advised of this
 eligibility requirement (which applies to all Skechers stockholders on the same terms) by way of press release
 issued by the parties before markets opened on May 5, 2025 (the first trading day after May 2, 2025) and filed with the SEC under
 Rule 425 and on Form 8-K.

 2 The Class P Units represent Skechers PSAs and Skechers RSU Awards granted after the date of the
 Merger Agreement that will be converted to Class P Units on a one-for-one basis in connection with the Transaction. Following
 the consummation of the Transaction, the Registrant expects only approximately 900,000 Class P Units to be outstanding, representing
 less than 2% of the beneficial ownership and voting power of Parent (on an as-converted basis). Each Class P Unit will be equivalent
 to 2.9655 Common Units with respect to the beneficial ownership and voting power of Parent (and vote on a one-for-one equivalent
 basis with the Common Units). The purpose of the Class P Units is to account for the fact that the holders of Skechers PSAs and
 Skechers RSU Awards granted after the date of the Merger Agreement will not receive any cash in the conversion of their Skechers
 PSAs into Class P Units (while the Skechers shareholders electing Mixed Election Consideration will receive, for each share, $57.00
 in cash plus one Common Unit). The intent of the Class P Units is, therefore, not to provide high vote stock and as noted
 above does not provide that on a practical basis. Also note that subject to certain exceptions described in the Parent A&R
 LLCA, any future issuances of Class P Units following the Closing will be subject to the preemptive rights provisions set forth in
 the Parent A&R LLCA.

 2

 Rule 13e-3 and the Staff's
related guidance

 For the below analysis, the Registrant
reviewed Rule 13e-3, SEC Release No. 34-16075, August 2, 1979 (the "Adopting Release"), the Commission's
Interpretive Release Relating to Going Private Transactions under Rule 13e-3, SEC Release No. 34-17719, April 13, 1981
(the "Interpretive Release"), and the Staff's guidance in the Compliance and Disclosure Interpretations: Going Private
Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 ("C&DIs").

 Pursuant to Rule 13e-3, ".
. . it shall be unlawful for an issuer which has a class of equity securities registered pursuant to section 12 of the Act, or an affiliate
of such issuer , to engage , directly or indirectly, in a Rule 13e-3 transaction ( emphasis added ) unless [it
complies with the requirements set forth in the rule]." A "Rule 13e-3 transaction" includes a "purchase of
any equity security by … an affiliate of such issuer. . . or. . . a distribution subject to Regulation 14C of information statements
to, any equity security holder by the issuer or by an affiliate of such issuer, in connection with: a merger. . . of an issuer or between
an issuer. . . and its affiliate," that has a reasonable likelihood of causing the delisting of the issuer's equity securities
or the reporting obligations with respect to such class to become eligible for termination under Rule 12h-6 or suspension under Rule 12h-3
deregistration under the Exchange Act.

 Pursuant to C&DI Section 201.05,
 "two separate but related issues may be raised. . . in situations where a third party proposes a transaction with an issuer that
has at least one of the going private effects described in Rule 13e-3(a)(3)(ii): (1) whether the entities or persons are "affiliates"
of the issuer within the scope of Rule 13e-3(a)(1); and (2) whether those affiliates are deemed to be engaged, either directly
or indirectly, in the going private transaction." As further noted, and in line with the Adopting Release, ". . . where management
of the issuer-seller that will be going private is essentially "on both sides" of the transaction, the acquiring person or
 "purchaser" also may be deemed to be an affiliate of the issuer engaged in the transaction and, as a consequence, required
to file on Schedule 13E-3."

 The Transaction involves the distribution
of an information statement in connection with a merger that would result in a purchase and delisting of shares of Skechers Common Stock.
The Registrant's analysis on whether the Transaction constituted a "Rule 13e-3 transaction" focuses on (a) whether
Rule 13e-3 and related guidance provided by the Staff were intended to address the type of transaction at issue, (b) whether
Parent was an affiliate of Skechers and (c) whether Management and the Greenberg Stockholders were "engaged in the transaction"
and on "both sides of the transaction" such that Parent may be deemed to be an affiliate of Skechers engaged in the transaction.

 3

 After careful consideration, the Registrant
respectfully submits that the Transaction does not fall within the scope of Rule 13e-3 for the reasons set forth below.

 1.              Ability
for all Skechers Stockholders to Rollover into Parent Units

 All Skechers stockholders, including
directors, management, employees and unaffiliated holders, are being offered the same per-Parent Unit consideration and the ability to
rollover their investment in shares of Skechers Common Stock into Parent Units on the same terms, with a choice between 100% cash (the
 "Cash Election Consideration") and a combination of cash and equity units in Parent (the "Mixed Election Consideration").
The number of shares entitled to, upon election, be converted into Mixed Election Consideration will be capped at 20% of the outstanding
shares of Skechers Common Stock. Except as expressly required by the Parent A&R LLCA or applicable law, the holders of Parent Units
will not be entitled to vote. In contrast to transactions where Rule 13e-3 is implicated where, for example, only insiders are given
an opportunity to rollover into the surviving company, the Mixed Election Consideration is being made available to all Skechers
stockholders on identical terms.

 In addition, the fact that Skechers
entered into a customary agreement with the Greenberg Stockholders in support of the Transaction, pursuant to which each Greenberg Stockholder
has agreed to, among other things, elect to receive the Mixed Election Consideration, is entirely consistent with the Transaction's
main purpose, which is to provide the same opportunity to all Skechers shareholders to rollover their current shares of Skechers Common
Stock into Parent Units (subject to the 20% cap).

 As stated in the Interpretive Release,
 "Because a going private transaction is undertaken either solely by the issuer or by the issuer and one or more of its affiliates
standing on both sides of the transaction, the terms of the transaction, including the consideration received and other effects upon unaffiliated
security holders, may be designed to accommodate the interests of the affiliated parties rather than determined as a result of arm's-length
negotiations. Further, the timing of the transaction is within the control of the issuer or its affiliate, who may choose a period of
depressed market prices to propose the transaction, resulting in a loss to the unaffiliated security holders."

 Given that all Skechers stockholders
will be treated equally and offered the same rollover opportunity- i.e. , neither the Greenberg Stockholders nor Management
is receiving preferential treatment and they do not stand on both sides of the Transaction-the Transaction is not, and lacks the
hallmarks of, a conflict of interest that Rule 13e-3 is designed to address. Moreover, considering that the Transaction resulted
from arm's length negotiations unanimously approved by the Skechers Board and an independent committee of the Skechers Board, its
timing was not within Greenberg Stockholders' or Management's control.

 4

 2.              Parent
is not an Affiliate of Skechers

 Rule 13e-3(a)(1) defines an
 "affiliate" of an issuer as "a person that directly or indirectly through one or more intermediaries controls, is controlled
by or is under common control with such issuer." Rule 12b-2 defines "control" to mean the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise. It is generally understood that beneficial ownership of 10% or more of a class of voting securities
or having a right to appoint a director to a company's board of directors requires special scrutiny of the facts and circumstances
of the relationship to determine whether or not a person is an affiliate. The determination of "control," which is fundamental
to the concept of "affiliate" as defined in Rule 13e-3, is dependent upon specific facts and circumstances.

 Parent and its affiliates did not beneficially
own any shares of Skechers Common Stock or other equity interests in Skechers as of the date of the Merger Agreement and neither Parent
nor Merger Sub nor any of its "affiliates" or "associates" was, as of the date of the Merger Agreement, nor at
any time during the last three years has it been, an "interested stockholder" of Skechers as defined in Section 203 of
the DGCL (other than as contemplated by the Merger Agreement). Similarly, prior to the signing of the Merger Agreement, Parent and its
affiliates did not have the right to appoint any member(s) of the Board or otherwise direct or cause the direction of the management
and policies of Skechers. In other words, Parent did not, and currently does not, have "control" over Skechers. In addition,
Parent and its affiliates have not agreed, and, during any period prior to the signing of the Merger Agreement, did not agree,
to act together with either the Greenberg Stockholders or Management for the purpose of acquiring, holding, voting or disposing of equity
securities of Skechers. For the foregoing reasons, Parent is not an "affiliate" of Skechers prior to the consummation
of the Transaction.

 3.              Neither
the Greenberg Stockholders nor Management are "Engaged in" the Transaction

 Based on C&DI Section 201.05,
Management and the Greenberg Stockholders are affiliates of Skechers. However, the Registrant respectfully submits that neither Management
nor the Greenberg Stockholders are (i) "engaged in" the Transaction or (ii) affiliates of Parent.

 C&DI Section 201.01 provides
that continuity of management post-transaction is an important consideration in a Rule 13e-3 transaction analysis. Factors to consider
include: " increases in consideration to be received by management, alterations in management's executive agreements
favorable to such management, the equity participation of management in the acquiror, and the representation of management on
the board of the acquiror ( emphasis added )." In addition, C&DI Section 201.05 provides that an important element
of the Rule 13e-3 analysis is whether "the issuer's management ultimately would hold a material amount of the surviving
company's outstanding equity securities , occupy seats on the board of the company in addition to senior management positions
and otherwise be in a position to ‘ control ' the surviving company within the meaning of Exchange Act Rule 12b-2
(i.e., ‘possession, direct or indirect, or the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.') ( emphasis added )." Finally, C&DI
Section 201.06 states that "[a] financial buyer, previously unaffiliated with an issuer that it had agreed to acquire, planned
to enter into a separate agreement with cer