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Image Credit Soho House
Soho House & Co Inc. has entered into a definitive agreement to be acquired by an investor group led by MCR, with shareholders receiving $9.00 per share in cash, valuing the company at approximately $2.7 billion.
Soho House & Co Inc. announced it will be taken private following a definitive agreement with an investor group led by MCR. The transaction values the company at approximately $2.7 billion, with shareholders receiving $9.00 per share in cash. This represents an 83% premium over the closing stock price on December 18, 2024.
Under the agreement, MCR, the third-largest hotel owner-operator in the United States, will become a shareholder in Soho House. MCR’s Chairman and CEO, Tyler Morse, will join the company’s Board of Directors as Vice Chairman. The transaction is supported by funds managed by affiliates of Apollo, which will provide a hybrid capital solution involving debt and common equity to refinance existing senior secured notes.
The deal will see existing major shareholders, including Ron Burkle and Yucaipa Companies LLC, retain majority control by rolling their controlling equity interests. Additional equity capital will be provided by a consortium of strategic investors, including Ashton Kutcher, who will join the Board of Directors post-transaction.
The Board of Directors of Soho House had formed a Special Committee of independent directors to evaluate the offer. The committee, with the assistance of independent legal and financial advisors, recommended the transaction, which the Board unanimously approved.
The transaction is expected to close by the end of 2025, subject to regulatory approvals and other conditions, including approval by a majority of votes cast by stockholders excluding new investors and certain existing shareholders. Upon completion, Soho House’s common stock will cease trading on the New York Stock Exchange.
Financial and legal advisors for the transaction include Citi for Soho House, Morgan Stanley & Co. LLC for the Special Committee, and Canaccord for MCR. Sidley Austin LLP is providing legal counsel for Soho House, Fried, Frank, Harris, Shriver & Jacobson LLP and Morris, Nichols, Arsht & Tunnell LLP for the Special Committee, and Gibson, Dunn & Crutcher LLP for Apollo Funds.
