- Shareholders to receive $9.00 per share in cash, an 83% premium to the unaffected share price
- Existing shareholders including Ron Burkle and Yucaipa to roll controlling equity interest in the Company
- MCR Investors to make meaningful new money investment. Apollo to provide financing through a customized hybrid capital solution, with Goldman Sachs Alternatives continuing its financial support.
Soho House & Co Inc. (NYSE: SHCO) (“SHCO”, “Company”, “we” or “our”), the global membership platform that connects a vibrant, diverse, and international group of members, today announced that it has entered into definitive agreements pursuant to which an investor group led by MCR and its Chairman and CEO Tyler Morse will acquire the outstanding shares of Soho House not held by certain significant shareholders. SHCO Executive Chairman Ron Burkle and the Yucaipa Companies LLC (“Yucaipa”) will roll their controlling equity interests in the Company and retain majority control of the business.
Holders of common stock of the Company will receive $9.00 per share in cash, a premium of approximately 83% over the closing stock price as of December 18, 2024, the last trading day prior to Soho House’s announcement of receipt of the offer. The offer implies a total enterprise value of approximately $2.7 billion for SHCO.
Transaction Details
Under the terms of the agreements, MCR, the third largest hotel owner-operator in the United States, will become a shareholder of SHCO and Tyler Morse will join the Company’s Board of Directors as Vice Chairman.
MCR’s portfolio includes iconic assets such as the TWA Hotel at JFK Airport, The High Line Hotel and the Gramercy Park Hotel in New York City and the BT Tower in London. MCR’s cloud-based hospitality software assets include property management system Stayntouch and hotel operations software Optii. MCR’s hotels are frequently featured in Travel + Leisure’s World’s Best Hotels and Condé Nast Traveler’s Readers’ Choice Awards. MCR was also named one of Fast Company’s 10 Most Innovative Travel Companies.
Funds managed by affiliates of Apollo (“Apollo Funds”) are supporting the transaction through a hybrid capital solution, by providing additional capital in the form of debt and common equity, a portion of proceeds will be used to refinance the Company’s existing Senior Secured Notes.
Further new equity capital will be provided by a consortium of strategic investors led by prominent technology investor Ashton Kutcher, who will also join the Company’s Board of Directors following completion of the transaction.
Existing significant shareholders including Richard Caring, Nick Jones and Goldman Sachs Alternatives, will roll the majority of their shares of the common stock of the Company. Goldman Sachs Alternatives is also committing additional capital. Hybrid Capital at Goldman Sachs Alternatives has been invested in Soho House since 2021 and will continue to support the business through this transaction.
As previously announced in December 2024, SHCO’s Board of Directors formed a Special Committee (the “Special Committee”), comprised solely of independent directors and advised by its own independent legal and financial advisors. Upon the unanimous recommendation of the Special Committee, the Board of Directors unanimously approved the proposed transaction.
After detailed consideration by the Special Committee with the assistance of our outside financial and legal advisors, we determined that the $9.00 per share in cash consideration delivers meaningful and immediate value to stockholders. We look forward to working with the teams at the Company and the various financing sources to complete the merger. Eric Deardorff, Chairman of the Special Committee
This transaction reflects the strong confidence our existing and incoming shareholders have in the future of Soho House & Co., and the transformation we’ve led since becoming a public company. Since our IPO in 2021, we’ve focused on building a stronger, more resilient business. Against a backdrop of challenging economic conditions and global uncertainty, from 2022-2024 we delivered consistent, disciplined growth with revenue increasing at an average annual rate of double digit growth, and Adjusted EBITDA growing at over 50% annually during the same period. We’ve expanded our global footprint, welcoming new members into Houses in creative and culturally important cities such as São Paulo, Mexico City, Nashville, and Paris — while continuing to build strong connections with members and invest in Houses that we’ve called home for many years. Behind the scenes, we’ve embarked on a significant transformation of our finance and operational systems, giving us the tools to scale efficiently and position the business for long-term success. Returning to private ownership enables us to build on this momentum, with the support of world class hospitality and investment partners. I’m incredibly proud of what our teams have accomplished and am excited about our future, as we continue to be guided by our members and grounded in the spirit that makes Soho House so special. Andrew Carnie, CEO of Soho House & Co
Soho House is a place of creative connection, where freedom of expression and character thrive. All of us at MCR are excited to be part of the Soho House journey, helping to create more experiences, interactions and memories alongside friends and members. We have long admired Soho House for bringing together cultures from around the world into a global network of 46 Houses, and we look forward to the continued growth of that fabric, starting with four new Houses opening soon. MCR’s investment in Soho House represents a strategic opportunity to combine our operational expertise with one of the most distinctive brands in hospitality. Our shared goal is to safeguard the member experience, drive sustainable international growth for House members, and protect and expand the cultural and creative foundation that has made Soho House a global industry leader. Together, we are confident in our ability to deliver long-term value for members, employees and shareholders alike. Tyler Morse, Chairman & CEO of MCR
Soho House is a globally renowned brand with a talented management team and exciting growth prospects. We are pleased to leverage our scale and flexibility to provide a highly customized capital solution to support this transaction. This is a prime example of Apollo’s hybrid capital at work, flexing across both debt and equity and working closely with the Company and its investors to craft a structured solution at scale. Reed Rayman, Partner and Deputy Head of Hybrid at Apollo
We look forward to our continued partnership with Soho House. The company has established itself as a leading global membership platform, with a differentiated offering and strong track record. We are excited to support the next stage of Soho House’s development in partnership with its management team and shareholders. Beat Cabiallavetta, Global Head of Hybrid Capital at Goldman Sachs Alternatives
The proposed transaction is expected to close by the end of 2025, subject to regulatory approvals and other closing conditions, including the approval of the transaction by a majority of the votes cast by stockholders other than the new investors, the rollover stockholders, the Company’s directors and executive officers and their respective affiliates.
Upon completion of the proposed transaction, SHCO’s common stock will cease trading on the New York Stock Exchange.
Advisors:
- Citi is serving as financial advisor to the Company and Sidley Austin LLP is serving as legal counsel to the Company.
- Morgan Stanley & Co. LLC is serving as financial advisor to the Special Committee and Fried, Frank, Harris, Shriver & Jacobson LLP and Morris, Nichols, Arsht & Tunnell LLP are serving as legal counsel to the Special Committee.
- Gibson, Dunn & Crutcher LLP is serving as legal counsel to the Apollo Funds.
- Canaccord is serving as financial advisor to MCR.
- Herbert Smith Freehills Kramer (US) LLP is serving as legal counsel to Richard Caring.
- LionTree is serving as financial advisor to Ashton Kutcher.
About Soho House & Co:
Soho House & Co is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. These members use Soho House to work, socialize, connect, create and flourish all over the world. We began with the opening of the first Soho House in 1995 and remain the only company to have scaled a private membership network with a global presence. Members around the world engage with Soho House through our global collection, as of June 29, 2025, of 46 Soho Houses, 8 Soho Works, Scorpios Beach Clubs in Mykonos and Bodrum, Soho Home – our interiors and lifestyle retail brand – and our digital channels. The Ned in London, New York and Doha, The LINE and Saguaro hotels in North America also form part of Soho House & Co’s wider portfolio. For more information, please visit www.sohohouseco.com
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