At a glance
- The complaint, filed in the US District Court for the Central District of California, concerns the $9.4 billion take-private that closed Sept.
- For allocators reviewing sponsor-led take-privates, the filing raises three terms to check: the rollover consideration, the forecast set behind the fairness opinion, and when the sponsor's price was fixed.
- Public shareholders received $63 a share in cash, according to the complaint.
A class action filed Oct. 21 alleges Skechers' senior executives revised the company's own financial forecasts down three times between April 23 and April 27, 2025, to make 3G Capital Partners' $63-a-share take-private look generous. The complaint, filed in the US District Court for the Central District of California, concerns the $9.4 billion take-private that closed Sept. 12, 2025. InvestmentNews first reported on the filing.
For allocators reviewing sponsor-led take-privates, the filing raises three terms to check: the rollover consideration, the forecast set behind the fairness opinion, and when the sponsor's price was fixed. Skechers' public holders were offered one price in cash; the founding family had an option on a second, nominally higher one. The forecasts behind the lower figure were revised after the buyer's offer was final, according to the complaint, and the fairness opinion was built on the lowest of them.
Skechers' public holders were offered one price in cash; the founding family had an option on a second, nominally higher one.
Public shareholders received $63 a share in cash, according to the complaint. The founding family — the CEO and chairman, and the president, who co-founded Skechers in 1992 and controlled it through a stock structure that gave their shares 10 times the voting power of ordinary stock — could instead take $57 a share in cash plus one equity unit in the new private entity, with an expected buy-in price of $29 a unit, for a nominal total of $86 a share. The gap between the two prices is nominally $23 a share, but the $29 unit price is described as an expected buy-in rather than a market value, so the founders' $86 and the public's $63 are not the same kind of figure.
The complaint says the founders elected that option on all of their holdings, collecting "over $1 billion in upfront cash compensation" while retaining more than 18 million ownership units in the post-deal company. Both kept their executive roles after the transaction.
Three revisions after the offer
According to the complaint, senior officers revised Skechers' internal projections downward three separate times between April 23 and April 27, 2025, after 3G Capital had locked in its final offer. Each revision pushed the figures further below the forecasts the company had been using before the buyout talks.
Greenhill then used the lowest set to run a valuation model that landed on a midpoint of about $59.91 a share, according to the filing, which made the $63 offer read as a premium. The complaint alleges Greenhill had earlier calculated higher valuation ranges from a prior set of projections and never shared those with public shareholders. It describes the adviser as "complicit in the fraudulent scheme" and alleges it "knowingly used the lowered projections in its fairness evaluation."
On April 24, 2025, between the first and last of those revisions, Skechers withdrew its 2025 financial guidance, blaming "macroeconomic uncertainty stemming from global trade policies" as the US-China trade war escalated. The complaint alleges that public explanation did not match what was happening behind the scenes.
Reported by the Private Equity desk from InvestmentNews. Published . Corrections