Skechers Clears Bid to Halt $9.4 Billion Take-Private Deal

Skechers USA Inc.‘s massive deal to be acquired by private equity firm 3G Capital defeated a shareholder’s challenge to stop it before receiving more information from the sneaker company’s family founders.

The pension fund that sued didn’t adequately demonstrate the likelihood of irreparable harm to get an emergency order halting the $9.4 billion take-private merger, said Judge Percy Anderson. His denial of a preliminary injunction July 18 doesn’t toss the pension fund’s lawsuit in the US District Court for the Central District of California, but it does eliminate a potential roadblock to what would be the biggest-ever footwear industry buyout.

The un-set deadline for stockholders to elect what compensation they want out of the acquisition shouldn’t be enforced unless CEO Robert Greenberg and his son Skechers President Michael Greenberg make certain Securities and Exchange Commission disclosures, the Key West Police Officers & Firefighters Retirement Plan’s lawsuit said. The family that founded Skechers and beneficially owns about 60% of its stockholder voting power had a longstanding relationship with 3G and didn’t appear to run an auction for the shoe company, the suit said while citing a Reuters report.

The pension plan wanted a preliminary injunction to prevent the merger from closing and tie up the deadline for stockholders to choose what option they want from it last month. As it stands, stockholders can choose either $63 a share in cash or $57 plus one unit of the new company that will own Skechers through the announced deal. The closing date hasn’t been announced yet.

But the pension plan failed to provide concrete examples of information that would be important to decide which option it wants. And there’s no shareholder voting decision in this circumstance, given the merger’s approved from the Greenberg’s majority status: Thus, Anderson said, “this is not a scenario where the Court would be left to ‘unscramble the eggs’ if preliminary injunctive relief were withheld and Plaintiff were to ultimately prevail on the merits of its claim.”

Even if the pension plan ultimately showed it was deprived of important information, it failed to demonstrate that a later award of money damages wouldn’t ameliorate its woes, Anderson said. And the pension plan failed to plead imminent harm, given the SEC is still reviewing the deal’s paperwork and could end up asking for the disclosures that it wanted.

Skechers last month priced more than $6 billion in debt to support its buyout.

Kessler Topaz Meltzer & Check LLP and Klausner, Kaufman, Jensen & Levinson represent the pension fund. Attorneys didn’t immediately respond to an email seeking comment.

Latham & Watkins LLP represents Skechers. O’Melveny & Myers LLP represents the Greenbergs. Skechers declined to comment.

The case is Key West Police Officers & Firefighters Ret. Plan v. Greenberg, C.D. Cal., No. 2:25-cv-04863, 7/18/25.