Skechers is no stranger to controversy.
From accusations of deceptive advertising to claims of patent infringement from rival Nike and criticism over the recent use of an AI-generated ad, the popular shoe brand has faced its share of skirmishes in its 33-year history.
Now the manufacturer of comfortable, stylish and innovative footwear is at the center of yet another storm, after a plan to take the company private — pitched as a shield against economic volatility — ignited a firestorm over what some investors allege is a lack of transparency and a questionable valuation.
At least one lawsuit has already been filed to prevent the $9.4 billion deal from closing until shareholder demands for greater disclosure are satisfied.
“Macroeconomic Uncertainty” Weighs on Skechers Shares
Skechers' stock price had been under pressure all year, largely due to uncertainty driven by the Trump administration's stance on tariffs and trade. On April 24, the company acknowledged that first-quarter sales had missed Wall Street's estimates and withdrew its outlook for the year.
“Due to macroeconomic uncertainty stemming from global trade policies, the company is not providing financial guidance at this time and is withdrawing the annual 2025 guidance provided in our earnings release on Feb. 6, 2025,” Skechers said in a statement.
The news sent the company’s stock tumbling 6.5% in after-hours trading. By the close of trading on April 25, shares had fallen 14% over the previous 12 months.
Like many other footwear manufacturers, Skechers has substantial exposure in Asia, particularly in China, a major target of tariffs. During its April 24 earnings call, executives cautioned the company could face "significant impacts" from the current tariff regime by the end of the current quarter, with the effects becoming "fairly acute" in the third quarter, according to Reuters.
3G Capital Would Take Skechers Private for $63 Per Share
Less than three weeks later, news broke that Skechers was going private through an acquisition by 3G Capital, a global private equity firm founded in 2004. With an offer of $63 per share, the $9.4 billion deal represented the footwear industry’s biggest buyout to date.
"Following the completion of the transaction, Skechers will continue to execute its ongoing strategic initiatives, including designing award-winning and innovative products, international development, direct-to-consumer expansion, domestic wholesale growth, and strategic investments in global distribution, infrastructure, and technology," the company said in its May 5 announcement.
The deal is expected to close in the third quarter and offers existing Skechers shareholders the additional choice of receiving $57 per share plus one unlisted, nontransferable equity unit in a new privately held parent company to be formed after the buyout. Shareholders have five business days after the deal closes to select their cash consideration option.
Skechers CEO and founder Robert Greenberg, 85, will continue to lead the company after the buyout is completed. President Michael Greenberg and Chief Operating Officer David Weinberg will also retain their roles. 3G Capital will own 80% of the new parent company. According to Reuters, Robert Greenberg could collect more than $1 billion from the transaction, assuming the sale closes.
‘Very Surprising’ Deal for Long-Time Family Business
Southern California-based Skechers USA is the third-largest shoe company in the world. Founded in 1992 by Robert Greenberg, the company initially gained popularity with the launch of its "Chrome Dome" grunge-style boot in 1993 before expanding into athletic footwear in the late 1990s. In addition to online sales, Skechers-branded shoes are currently available in about 5,300 company- and third-party-owned retail stores worldwide.
While news of its impending acquisition sent Skechers shares soaring more than 24% the afternoon it was announced, the go-private deal caught many observers by surprise.
Needham & Co. analyst Tom Nikic described the transaction as "very surprising" for the long-standing family-run business. Speculating that volatile macroeconomic conditions — such as the threat of tariffs, weakening consumer confidence and thorny U.S.-China relations — may have influenced the decision, Nikic further suggested the company might prefer to tackle those challenges away from the scrutiny of Wall Street.
Notably, Reuters reported Skechers hadn’t held an auction but instead opted for a bilateral agreement with 3G Capital due to the firm’s long-standing relationship with the Greenbergs.
Does the Skechers Deal Shortchange Minority Shareholders?
Over the 12-month period preceding the deal’s Skechers shares were trading at levels approaching $80 per share, raising concerns in some quarters that the proposed cash consideration and equity rollover option undervalued shareholder interests.
Within a month of the go-private announcement, one major Skechers shareholder expressed its displeasure with the 3G Capital acquisition. In a lawsuit filed in the U.S. District Court for the Central District of California, the Florida-based Key West Police Officers & Firefighters Retirement Plan raises serious questions about the fairness of the sales process and potential benefits for the Greenberg family, who together and through various family trusts, own about 60% of Skechers’ shareholder voting rights.
Among other things, the May 30 complaint claims founder Robert Greenberg restricted the sale to a sole bidder, denying minority shareholders a fair and competitive bidding process. In challenging the deal’s legitimacy, the lawsuit also references Nikic’s comments and Reuters’ reporting.
"The Merger raises red flags, with at least one analyst calling the deal ‘very surprising’ because the Company has ‘always been viewed as a family business that wasn’t for sale,’” the complaint states. “It appears that the Greenbergs controlled the sales process to a single bidder and deprived the minority stockholders of any legitimate bidding process. Reports surrounding the Merger Agreement suggest that ‘Skechers was not running an auction and the deal was bilateral as 3G Capital has had a long relationship with the Greenbergs.’”
Skechers Defendants Accused of Securities Law Violations
The lawsuit also accuses the Greenbergs of violating federal securities law for their alleged failure to file a Schedule 13E-3 form with the United States Securities and Exchange Commission. According to the complaint, so far neither Robert nor Michael Greenberg have indicated they intend to file a Schedule 13E-3 in connection with the 3G Capital acquisition.
Schedule 13E-3 filings are mandatory for go-private transactions and provide information on the purposes of a transaction, whether alternatives were considered and its fairness regarding unaffiliated shareholders. Without the required schedule 13E-3 disclosures, the plaintiff claims Skechers stockholders will be stripped of their right to make a fully informed decision based on the required disclosure in a valid filing.
The complaint seeks to declare the acquisition a “Rule 13#-3 transaction.” In a separate motion filed on June 26, the plaintiff asked the court to prevent Skechers executives from enforcing the cash consideration deadline on shareholders until the document is filed with the SEC and disseminated to shareholders.
The defendants will have 30 days to answer the initial complaint after a judge rules on the motion. A hearing on the case is scheduled for July 21 in Los Angeles.
Go-Private Deals Often Trigger Shareholder Lawsuits
Shareholder lawsuits aren’t unusual in response to a go-private deal, especially when company management is heavily involved. In a statement to Fashion Dive, Eric Simonson, partner at law firm Greenspoon Marder in the corporate and business practice group, suggested Skechers and 3G Capital had a strong incentive to resolve the litigation as quickly as possible.
“If the plaintiffs can allege a credible narrative, even if not fully supported by evidence, the litigation may not be easily dismissed, resulting in large costs and delays of litigation that can put a deal in jeopardy,” Simonson said in a statement.
If the matter isn’t settled and the court ultimately declares the deal a “Rule 13E-3 transaction,” closing would be delayed while the required disclosures are prepared and provided to shareholders. The uncertainty of a long delay could weigh heavily on Skechers’ stock price. On the flip side, the share price currently being offered to shareholders could spike if the court orders Skechers to open up the sales process to other bidders.
Skechers Plaintiffs Denied Preliminary Injunction
Skechers secured its first win in the case on July 21 when Key West's attempt to obtain a preliminary injunction to delay the acquisition's closure was denied. U.S. District Court Judge Percy Anderson ruled against the pension fund, concluding Key West failed to demonstrate a likelihood of irreparable harm without preliminary relief.
The Key West Police Officers and Firefighters Retirement Plan pension fund filed a notice of voluntary dismissal Aug. 8 in the US District Court for the Central District of California, just days after Skechers submitted an information statement to the SEC outlining terms of what would be the largest buyout in the footwear industry's history.
The pension plan dropped its suit against Skechers' founding family Aug. 11.
