8-K filed January 29, 2026, 6:59 PM ET CIK 0001846510

M&A confidence high sentiment neutral materiality 0.90

Soho House goes private at $9.00/sh; $915M debt; new board includes Kutcher

Soho House & Co Inc.

Merger completed Jan 29, 2026; public stockholders received $9.00 cash per share (Class A & B common).
Soho House delisted from NYSE; trading suspended before open Jan 29; Form 25 to be filed; expects to deregister under Section 12(b).
New debt facilities: $220M senior unsecured HoldCo notes (12.5% PIK stepping up) and $695M senior secured OpCo notes (7.5-10.75% cash/PIK).
Board reconstituted with 9 directors including Ron Burkle, Richard Caring, Ashton Kutcher; Kutcher granted 1.1M RSUs vesting over 3 years.
Equity funding: Momentum Solutions II invested $100M at $9/share; MCR and Morse Ventures each funded ~$100M total in new equity.

item 1.01 item 1.02 item 2.01 item 8.01 item 2.03 item 3.01 item 3.03 item 5.02 item 5.03 item 9.01

Machine-readable event card

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filed_at: 2026-01-29T23:59:59+00:00
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JSON Markdown Plain text

Source-grounded claims

57f67f4746ea232f1e91d2e95332d2dec95daf94

Soho House & Co Inc. incurred senior notes of $695.0 million with Global Loan Agency Services Limited at (1) 10.750% in cash or (B) (i) 5.375% in cash and (ii) 5.375% paid in kind; (2) maturing 72 months after the date of the Closing.

Soho House OpCo issued notes in an aggregate principal amount equal to $695.0 million in connection with the Closing, utilizing the OpCo Notes Facility in full , with the notes maturing on the date falling 72 months after the date of the Closing.

SEC 8-K Item 2.03/2.04 confidence 1.0 SEC evidence

a02cb69ee824fbb1ec07f530070b72b5baf1a7b5

Soho House & Co Inc. incurred senior notes of $220.0 million with Global Loan Agency Services Limited at 12.500% paid in kind maturing 84 months after the date of the Closing.

Soho House HoldCo issued notes in an aggregate principal amount equal to $220.0 million in connection with the Closing, utilizing the HoldCo Notes Facility in full, with the notes maturing on the date falling 84 months after the date of the Closing.

SEC 8-K Item 2.03/2.04 confidence 1.0 SEC evidence

96f95696e8f9a5a2f6a9349d3b297a8a0f08b4c3

Soho House & Co Inc.: Amended and restated the Second Amended and Restated Certificate of Incorporation to be a new Charter.

At the Effective Time, the Second Amended and Restated Certificate of Incorporation of Soho House, as in effect immediately prior to the Merger, was amended and restated to be the Charter, in the form attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

b18abe4f20c430582947fe4e143356748972464a

Soho House & Co Inc.: Amended and restated the Bylaws to be a new set of Bylaws.

In addition, at the Effective Time, the Bylaws of Soho House, as in effect immediately prior to the Merger, were amended and restated to be the Bylaws, in the form attached as Exhibit 3.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

38bb60ae093b9bf8502c1165c1b20b708356f9bc

Soho House & Co Inc. entered into OpCo Notes Purchase Agreement with Global Loan Agency Services Limited, as agent, the financial institutions listed therein, as original notes purchasers, Soho House & Co Limited, as parent valued at $695.0 million.

concurrently with the Closing, Soho House Bond Limited (“ Soho House OpCo ”), as company and issuer, entered into that certain notes purchase agreement with Global Loan Agency Services Limited, as agent, the financial institutions listed therein, as original notes purchasers, Soho House & Co Limited (“ Soho House Limited ”), as parent, and the other parties from time to time party thereto (the “ OpCo Notes Purchase Agreement ”), which provides for a senior secured notes facility in an aggregate principal amount equal to $695.0 million

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

9cbd5115a9e2449d4414b16045875ca7ba12d979

Soho House & Co Inc. entered into HoldCo Notes Purchase Agreement with Global Loan Agency Services Limited, the financial institutions listed therein, as original notes purchasers valued at $220.0 million.

Soho House Holdings Limited (“ Soho House HoldCo ”), as the company and issuer, entered into that certain notes purchase agreement with Global Loan Agency Services Limited, as agent, the financial institutions listed therein, as original notes purchasers, and the other parties from time to time party thereto (the “ HoldCo Notes Purchase Agreement ”), which provides for a senior unsecured notes facility in an aggregate principal amount of $220.0 million

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

Comparable filings

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: debt_financing, governance_change, material_agreement same SEC item: 1.01, 2.03, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

Soho House OpCo issued notes in an aggregate principal amount equal to $695.0 million in connection with the Closing, utilizing the OpCo Notes Facility in full , with the notes maturing on the date falling 72 months after the date of the Closing.

Comparable filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

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European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: debt_financing, material_agreement same SEC item: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

Soho House OpCo issued notes in an aggregate principal amount equal to $695.0 million in connection with the Closing, utilizing the OpCo Notes Facility in full , with the notes maturing on the date falling 72 months after the date of the Closing.

Comparable filing

up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1

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OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: debt_financing same SEC item: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

Soho House OpCo issued notes in an aggregate principal amount equal to $695.0 million in connection with the Closing, utilizing the OpCo Notes Facility in full , with the notes maturing on the date falling 72 months after the date of the Closing.

Comparable filing

$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032

Filing page SEC filing

RPAY

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Repay Holdings Corp June 1, 2026, 4:14 PM ET m_and_a Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01

same fact type: debt_financing, material_agreement same SEC item: 1.01, 1.02, 2.01, 2.03, 9.01 same event type: m_and_a similar materiality

This filing

Soho House OpCo issued notes in an aggregate principal amount equal to $695.0 million in connection with the Closing, utilizing the OpCo Notes Facility in full , with the notes maturing on the date falling 72 months after the date of the Closing.

Comparable filing

The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million

Filing page SEC filing

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CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

concurrently with the Closing, Soho House Bond Limited (“ Soho House OpCo ”), as company and issuer, entered into that certain notes purchase agreement with Global Loan Agency Services Limited, as agent, the financial institutions listed therein, as original notes purchasers, Soho House & Co Limited (“ Soho House Limited ”), as parent, and the other parties from time to time party thereto (the “ OpCo Notes Purchase Agreement ”), which provides for a senior secured notes facility in an aggregate principal amount equal to $695.0 million

Comparable filing

the Company terminated and repaid in full all outstanding obligations due under the Second Amended and Restated Credit Agreement, dated as of January 31, 2025, by and among, inter alios , the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

Filing page SEC filing

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Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change same SEC item: 1.01, 2.01, 3.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

At the Effective Time, the Second Amended and Restated Certificate of Incorporation of Soho House, as in effect immediately prior to the Merger, was amended and restated to be the Charter, in the form attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Comparable filing

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same fact type: governance_change same SEC item: 2.01, 3.03, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

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At the Effective Time, the Second Amended and Restated Certificate of Incorporation of Soho House, as in effect immediately prior to the Merger, was amended and restated to be the Charter, in the form attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Comparable filing

On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

Filing page SEC filing

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same fact type: material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 9.01 same event type: m_and_a similar materiality

This filing

concurrently with the Closing, Soho House Bond Limited (“ Soho House OpCo ”), as company and issuer, entered into that certain notes purchase agreement with Global Loan Agency Services Limited, as agent, the financial institutions listed therein, as original notes purchasers, Soho House & Co Limited (“ Soho House Limited ”), as parent, and the other parties from time to time party thereto (the “ OpCo Notes Purchase Agreement ”), which provides for a senior secured notes facility in an aggregate principal amount equal to $695.0 million

Comparable filing

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Source: SEC EDGAR

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