Investor challenges pile up over price of 3G Capital’s Skechers deal

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By Tom Hals

WILMINGTON, Delaware (Reuters) -Investment firms holding millions of shares of footwear giant Skechers are suing for a better deal than the $63 per share price paid by 3G Capital to take over the company in a $9.4 billion deal, according to court records.

Hedge funds including affiliates of AQR Capital Management have filed suits against the company in Delaware’s Court of Chancery in a bid to get a higher price for their stock in what is known as an appraisal action.

Investment firm 3G Capital announced the Skechers deal in May, which was priced at about a 30% premium to the stock’s price prior to the deal.

At least five separate cases have been filed since the merger closed on September 12 with more than 10 million shares being appraised, according to court filings.

Skechers and the appraisal claimants have discussed settlement terms without reaching a deal, according to a person familiar with the discussions.

Skechers and 3G Capital declined to comment and an attorney for appraisal claimants did not immediately respond to a request for comment.

The 3G deal was announced after Skechers shares had dropped nearly 30% this year as the company withdrew its annual results forecast in April and warned of the fallout from tariffs imposed by President Donald Trump.

The deal was approved by a committee of independent Skechers directors, but shareholders were not given an opportunity to vote on the merger. Instead, it was approved by written consent of the founding Greenberg family, which controlled around 58% of the voting stock, according to a securities filing.

Delaware corporate law generally allows for shareholders to seek appraisal for their stock in buyouts, provided they vote against the deal and other conditions. While there have been some decisions awarding large payouts in appraisal cases, Delaware judges often view the deal price as the fair price of the stock in a well-run sale process.

Around a decade ago, hedge funds briefly seized upon an “appraisal arbitrage” strategy in which they swooped in just before a merger deal closed to buy shares so they could sue for a higher deal price. Delaware lawmakers ended the trade by changing the way interest accrued on the disputed shares.

There is also at least one class action case against the company’s board challenging the merger deal on behalf of all minority investors in Skechers. The complaint alleges that the deal was structured not to get the best price for Skechers stock, but to allow the Greenbergs to cash out of some of their stock and to remain part of the company’s management.

(Reporting by Tom Hals in Wilmington, Delaware; Editing by Cynthia Osterman)