Soho House & Co. Inc.
01/14/2026 | Press release | Distributed by Public on 01/14/2026 16:29
Material Event (Form 8-K)
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Other Events.
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As previously disclosed, on August 15, 2025, Soho House & Co. Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with EH Parent LLC, a Delaware limited liability company ("Parent") and an affiliate of The Yucaipa Companies LLC, a Delaware limited liability company (together with its affiliates, "Yucaipa"), and EH MergerSub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation. As also previously disclosed, on January 5, 2026, MCR Hospitality Fund IV LP and MCR Hospitality Fund IV QP LP (collectively, "MCR") informed Yucaipa that it would not be able to fund its $200.0 million closing commitment under its equity commitment letter with Merger Sub (the "Original MCR Commitment").
On January 13, 2026 and January 14, 2026, the Company, Merger Sub and Soho House Holdings Limited ("Soho House HoldCo") executed approximately $200.0 million in alternative commitments to fund the closing of the Merger in full, as described below:
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Merger Sub entered into a new $50.0 million equity commitment letter with Morse Ventures Inc. ("Morse Ventures"), an entity owned by Mr. Tyler Morse, the Chairman and Chief Executive Officer of MCR Investors LLC (the "Morse Commitment"). To support the funding of the Morse Commitment, Morse Ventures has entered into a commitment letter with a third party to provide a secured note facility (the "Third Party Secured Note Facility"), a portion of the proceeds of which will be used to fund the Morse Commitment in full. The Third Party Secured Note Facility is subject to customary diligence and the execution of definitive documentation. MCR has notified the Company that it also will be committing $50.0 million in equity under the Original MCR Commitment, for a total of $100.0 million in equity commitments from Morse Ventures and MCR. Merger Sub and the Company will separately maintain the right to enforce the Original MCR Commitment in full, if necessary.
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Soho House HoldCo amended and restated its debt commitment letter (the "Amended and Restated Debt Commitment Letter") with Apollo and the GS Principal Investors (each, as defined in the Company's definitive proxy statement on Schedule 14A with respect to the Merger (the "Definitive Proxy Statement") and, together, the "HoldCo Financing Sources"). Pursuant to the Amended and Restated Debt Commitment Letter, and subject to the terms and conditions set forth therein, the HoldCo Financing Sources have committed to increase the aggregate size of Soho House HoldCo's senior unsecured notes facility from $150.0 million to $220.0 million (the "Upsized HoldCo Facility"). In connection with the Upsized HoldCo Facility, Merger Sub and Apollo Capital Management, L.P. agreed to reduce Apollo Capital Management, L.P.'s existing $50.0 million equity commitment under its equity commitment letter with Merger Sub to $30.0 million.
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The Company entered into amendments to its existing Rollover and Support Agreements with Broad Street Principal Investments, L.L.C.; West Street Strategic Solutions Fund I, L.P.; West Street Strategic Solutions Fund I-(C), L.P.; WSSS Investments W, LLC; WSSS Investments X, LLC; WSSS Investments I, LLC; WSSS Investments U, LLC; and West Street CT Private Credit Partnership, L.P. (together, the "GS Funds") and Mr. Richard Caring (the "Rollover Agreement Amendments"). The Rollover Agreement Amendments provide for an additional 1,552,662 shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), held by the GS Funds and an additional 37,377 shares of Class A Common Stock and 4,113,833 shares of the Company's Class B common stock, par value $0.01 per share, held by Mr. Richard Caring to remain outstanding immediately following the consummation of the Merger (the "Additional Rollover Commitment"). The Additional Rollover Commitment reduced the amount of funds required to consummate the Merger by approximately $50.0 million.
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Subject to the execution of definitive documentation reflecting the agreed upon terms of these additional equity and debt commitments and the various parties funding their respective commitments,the parties to the Merger Agreement currently intend to close the Merger by late January 2026.
Soho House & Co. Inc. published this content on January 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 14, 2026 at 22:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]