The financing and ownership structure combined several elements. Funds managed by affiliates of Apollo supported the transaction through a hybrid capital solution providing both debt and common equity, part of which was used to refinance Soho House's then-existing senior secured notes. A consortium of strategic investors led by technology investor Ashton Kutcher provided additional new equity capital, and existing significant shareholders including Richard Caring, Nick Jones and Goldman Sachs Alternatives rolled the majority of their shares, with Goldman Sachs Alternatives also committing additional capital. At the closing on January 29, 2026, Soho House Holdings Limited entered into a new senior unsecured HoldCo Notes Facility of $220.0 million (84-month maturity, paid-in-kind interest escalating from 12.500% to 14.500% over its first five years, then 7.750% cash plus 7.750% PIK thereafter), and Soho House Bond Limited (OpCo) entered into a new senior secured OpCo Notes Facility of $695.0 million (72-month maturity, cash/PIK interest tied to LTM Consolidated EBITDA tiers ranging from 7.500% to 10.750% cash-pay equivalent). The pre-existing notes purchase agreement dated March 23, 2021 was repaid in full and terminated. A revolving credit facility (GBP 75.0 million) was amended and restated to extend its maturity to January 31, 2029. At closing, equity funding included approximately $100.0 million from MCR Hospitality Fund IV LP, MCR Hospitality Fund IV QP LP and Morse Ventures Inc. combined, and a further $100.0 million from Momentum Solutions II, LLC (controlled by board member George Popstefanov) under a new equity commitment letter entered January 26, 2026. Reflecting these new commitments, Goldman Sachs-affiliated funds and Richard Caring reduced their rollover share counts, leaving 13,859,953 Class A shares (GS funds) and 39,845,438 Class B shares (Richard Caring) as rollover shares outstanding after closing.
The deal followed a multi-year strategic review process described in the merger proxy. Since 2022, Soho House's board and Yucaipa periodically evaluated strategic alternatives, including a 2023 unsolicited $8.25 (later reduced to $7.50) per-share proposal from a private equity firm referred to as "Party A," which was ultimately rejected by an initial special committee in May 2024. A reconstituted Special Committee (ultimately composed of Eric Deardorff, chairman, and Yusef Jackson) was formed in December 2024 after the company received a formal proposal from an investor group referred to in the proxy as the "Bruce Group," led by Ashton Kutcher and Dan Rosensweig with advisor LionTree, which had expressed interest to Yucaipa starting in mid-2024 at $8.50 per share before raising its offer to $9.00 per share by August 2024 and delivering a final confirming proposal on December 16, 2024 (an 81% premium to the December 13, 2024 closing price of $4.96). During the process, Citi (engaged by Soho House) and Morgan Stanley (engaged by the Special Committee) separately contacted and received interest from numerous other parties referred to as Party B through Party G, including private equity firms, strategic investors, family offices and MCR (which initially declined to participate in April 2024 before later re-engaging at the end of December 2024 to make its own equity investment). None of these other parties ultimately submitted a superior proposal or completed diligence toward an alternative transaction. The Special Committee was advised by Morgan Stanley as financial advisor and by Fried, Frank, Harris, Shriver & Jacobson LLP and Morris, Nichols, Arsht & Tunnell LLP as independent legal counsel; Morgan Stanley rendered a written fairness opinion dated August 15, 2025, dated to the Special Committee, opining that the $9.00 per share price was fair, from a financial point of view, to holders of common stock other than excluded shares. Soho House Executive Chairman Eric Deardorff said the Special Committee determined that the deal "delivers meaningful and immediate value to stockholders." Soho House CEO Andrew Carnie said the 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," citing average annual double-digit revenue growth and Adjusted EBITDA growth of over 50% annually from 2022 through 2024. MCR's Tyler Morse said the firm has "long admired Soho House for bringing together cultures from around the world into a global network of 46 Houses," and Apollo's Reed Rayman described the transaction as "a prime example of Apollo's hybrid capital at work, flexing across both debt and equity."
Soho House was advised by Citi as financial advisor and Sidley Austin LLP as legal counsel. The Special Committee retained Morgan Stanley & Co. LLC as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP and Morris, Nichols, Arsht & Tunnell LLP as independent legal counsel. Gibson, Dunn & Crutcher LLP served as legal counsel to the Apollo Funds. Canaccord served as financial advisor to MCR. Herbert Smith Freehills Kramer (US) LLP served as legal counsel to Richard Caring. LionTree served as financial advisor to Ashton Kutcher's investor group. Okapi Partners LLC was separately engaged as proxy solicitor for Soho House in connection with the stockholder vote, as previously disclosed.
The merger agreement provided for a termination fee of $20.0 million payable by Soho House to certain of the Equity Investors under specified circumstances, and a reverse termination fee of $10.0 million payable to Soho House by certain Equity Investors under specified circumstances, according to the definitive merger proxy statement. The transaction required both majority approval of all outstanding common stock and separate majority approval of votes cast by "Unaffiliated Stockholders" (excluding the buyer parties, equity investors, rollover stockholders, directors, and officers).
The transaction has since closed. At a special stockholder meeting held virtually on January 9, 2026, stockholders approved the merger proposal, with 99.14% of total voting power and 99.79% of the votes cast by Unaffiliated Stockholders voting in favor, as disclosed in an 8-K filed that day. The merger became effective, with Merger Sub merging into Soho House, on January 29, 2026, as disclosed in a closing 8-K filed that date; Soho House's Class A common stock ceased trading on the NYSE and the company became privately held, owned by the Reinvestment Stockholders and Equity Investors. The board was reconstituted to consist of Ron Burkle, Richard Caring, Mark Ein, Joe Hage, Ashton Kutcher, R. Tyler Morse, George Popstefanov, Reed Rayman and Scott Stedman, while directors Andrew Carnie, Eric Deardorff, Alice Delahunt, Yusef D. Jackson, Nick Jones, Andrew Sasson, Ben Schwerin, Sheikha Al Mayassa bint Hamad Al-Thani and Dasha Zhukova departed the board. Soho House subsequently filed a Form 15-12G on February 9, 2026 to terminate its SEC registration. No synergy estimates, pro forma combined financial projections, or EPS accretion/dilution figures were disclosed in the materials reviewed, as this is a going-private transaction rather than a strategic combination of two operating companies.