Skechers and 3G Capital's $9.4 billion take-private is now the subject of multiple Delaware lawsuits after company representatives said they had floated a modest increase above the $63.00 per share deal price in settlement talks. The transaction closed in September 2025 at $63.00 per share, a roughly 30 percent premium to the company's 15-day volume-weighted average price before the deal was announced. Hedge funds and institutional investors, including affiliates of AQR Capital Management, have filed at least five separate cases in Delaware's Court of Chancery challenging the fairness of the price and seeking higher payouts. The suits hinge on deal structure, management continuity and market moves that preceded the takeover.

Skechers' $9.4 billion buyout by 3G Capital, announced in May 2025 and completed in September 2025, is drawing pitched litigation from minority holders and institutional investors who say the $63 headline price undervalued their holdings. The legal push includes appraisal actions and other claims lodged in Delaware's Court of Chancery, where plaintiffs argue the merger process lacked independence and favored the controlling family shareholders.

What investors say is at stake

Affiliates of AQR Capital Management are among institutional investors that have filed appraisal actions. At least five separate suits were filed after the merger closed, the filings show. Plaintiffs say they purchased or held millions of Skechers shares and now ask the court to revalue those stakes, seeking payouts above the $63-per-share consideration.

The complaints focus on the deal's timing and structure. Plaintiffs contend the transaction was arranged so the Greenberg family could monetize a large portion of its holdings while remaining in management. "The merger was carefully structured to allow the Greenberg stockholders to monetize a substantial amount of their personal Skechers' holdings," the complaint reads.

Sources differ on the size of the stakes being challenged. Two sources reported more than 10 million shares are at issue in the Delaware actions. Another account put the disputed value at about $1.3 billion, equal to roughly 20.6 million shares at $63, and said around 60 investment pools filed challenges after the deal closed.

Deal mechanics and disputed process

Public filings laid out the consideration choices shareholders faced. Eligible holders could elect a cash-only option of $63.00 per share, or a mixed option of $57.00 cash plus one unit in the buyer, with the mixed option capped at 20 percent of outstanding shares and subject to proration.

Mastheads

Management continuity was part of the terms, with Robert Greenberg and his son Michael expected to remain in leadership roles after the take-private.

Those governance details are central to the litigation. Plaintiffs say written consents from holders controlling roughly 58-60 percent of voting power allowed the deal to close without a shareholder vote, a maneuver the suits portray as part of a process that advantaged the Greenberg family. Defenders of the deal have argued the structure was lawful and reflected market conditions, but the litigation will test how Delaware law parses these facts.

Market events earlier in 2025 figure into the complaints. Company statements warned of potential impact from new tariffs, and Skechers acknowledged missing first-quarter sales estimates and withdrew its annual guidance in late April 2025. Sources said the stock had fallen sharply earlier in the year amid tariff-related uncertainty and the withdrawn outlook, with accounts putting the decline at roughly 23-30 percent before the takeover announcement in May.

Those declines, plaintiffs argue, left Skechers vulnerable and allowed controlling shareholders to capture value at the $63 price. Skechers and 3G have defended the transaction as reflecting the market and the buyer's view of the company. Still, the plaintiffs' lawyers say the process was not independent and that the terms were skewed to permit family holders to monetize while remaining at the helm.

Company representatives and the claimants engaged in settlement talks after the deal closed. One report said Skechers floated a modest increase above the $63 per share price during those discussions, though the precise figure was not disclosed.

Another source described the company offering a price slightly higher than the deal price in settlement talks. Despite the exchanges, no public settlement had been announced as of the filings referenced in these reports.

The conflicting accounts of how many shares and which investors are pressing claims show the divergent views in play. Some sources cited a relatively smaller set of challenged shares. Other accounts described a larger group of investment pools asserting appraisal rights and seeking revaluations on a much bigger block of stock.

The dispute has broader implications for private-equity buyouts and appraisal litigation strategy in Delaware corporate law. Appraisal actions can force courts to recalibrate the fair value of stock in squeeze-out deals, and outcomes in high-profile cases influence how buyers and sellers structure future take-privates and how plaintiffs approach appraisal remedies.

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The deal closed in September 2025 at $63 per share, valuing the transaction at about $9.4 billion.

This article was created with AI assistance.