8-K
filed January 29, 2026, 6:59 PM ET
CIK 0001846510
M&A
confidence high
sentiment neutral
materiality 0.90
Soho House & Co Inc.: debt financing — 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.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 1.0
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.
- Instrument
- senior notes
- Principal
- $695.0 million
- Counterparty
- Global Loan Agency Services Limited
- Rate
- (1) 10.750% in cash or (B) (i) 5.375% in cash and (ii) 5.375% paid in kind; (2)
- Maturity
- 72 months after the date of the Closing
- Event
- incurrence
Exact text from the 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.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 1.0
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.
- Instrument
- senior notes
- Principal
- $220.0 million
- Counterparty
- Global Loan Agency Services Limited
- Rate
- 12.500% paid in kind
- Maturity
- 84 months after the date of the Closing
- Event
- incurrence
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Soho House & Co Inc.: Amended and restated the Second Amended and Restated Certificate of Incorporation to be a new Charter.
- Change
- charter amendment
Exact text from the 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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Soho House & Co Inc.: Amended and restated the Bylaws to be a new set of Bylaws.
- Change
- bylaw amendment
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
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.
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Global Loan Agency Services Limited, as agent, the financial institutions listed therein, as original notes purchasers, Soho House & Co Limited, as parent
- Value
- $695.0 million
Exact text from the 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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
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.
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Global Loan Agency Services Limited, the financial institutions listed therein, as original notes purchasers
- Value
- $220.0 million
Exact text from the filing
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
View on SEC.gov
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