{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-002807","form_type":"8-K","ticker":null,"cik":"0001846510","company_name":"Soho House & Co Inc.","filed_at":"2026-01-29T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.518550+00:00","generated_at":"2026-05-16T06:32:41.102366+00:00","sec_items":["1.01","1.02","2.01","8.01","2.03","3.01","3.03","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Soho House goes private at $9.00/sh; $915M debt; new board includes Kutcher","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-002807","json":"https://secwatch.observer/filing/0001140361-26-002807.json","markdown":"https://secwatch.observer/filing/0001140361-26-002807.md","text":"https://secwatch.observer/filing/0001140361-26-002807.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/ef20064097_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T06:32:41.102366+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"57f67f4746ea232f1e91d2e95332d2dec95daf94","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","confidence":1.0},{"claim_id":"a02cb69ee824fbb1ec07f530070b72b5baf1a7b5","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","confidence":1.0},{"claim_id":"96f95696e8f9a5a2f6a9349d3b297a8a0f08b4c3","claim":"Soho House & Co Inc.: Amended and restated the Second Amended and Restated Certificate of Incorporation to be a new Charter.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","confidence":0.9},{"claim_id":"b18abe4f20c430582947fe4e143356748972464a","claim":"Soho House & Co Inc.: Amended and restated the Bylaws to be a new set of Bylaws.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","confidence":0.9},{"claim_id":"38bb60ae093b9bf8502c1165c1b20b708356f9bc","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","confidence":0.9},{"claim_id":"9cbd5115a9e2449d4414b16045875ca7ba12d979","claim":"Soho House & Co Inc. entered into HoldCo Notes Purchase Agreement with Global Loan Agency Services Limited, the 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OpCo Notes Facility in full , with the notes maturing on the date falling 72 months after the date of the Closing.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","comparable_excerpt":"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”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","comparable_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001104659-26-068661","ticker":"CECO","company_name":"CECO ENVIRONMENTAL CORP","filed_at":"2026-06-01T13:16:29+00:00","headline":"CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, governance_change","same SEC item: 2.01, 2.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068661","json":"https://secwatch.observer/filing/0001104659-26-068661.json","markdown":"https://secwatch.observer/filing/0001104659-26-068661.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","comparable_excerpt":"and (ii) approximately $290 million borrowed under the revolving credit facility thereunder (the \"Revolving Facility\"","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm"}},{"accession":"0001213900-26-062961","ticker":null,"company_name":"Matternet, Inc.","filed_at":"2026-05-29T21:21:17+00:00","headline":"Matternet goes public via reverse merger with Los Altos Ventures, $27.6M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","4.01","5.01","5.02","5.03","5.06","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-062961","json":"https://secwatch.observer/filing/0001213900-26-062961.json","markdown":"https://secwatch.observer/filing/0001213900-26-062961.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/0001213900-26-062961-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/ea0292214-8k_matternet.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","comparable_excerpt":"At the Effective Time, we amended and restated our certificate of incorporation.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/0001213900-26-062961-index.htm"}},{"accession":"0001193125-26-243155","ticker":"AMWD","company_name":"AMERICAN WOODMARK CORP","filed_at":"2026-05-28T13:17:49+00:00","headline":"American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243155","json":"https://secwatch.observer/filing/0001193125-26-243155.json","markdown":"https://secwatch.observer/filing/0001193125-26-243155.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/d50625d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","comparable_excerpt":"the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm"}},{"accession":"0001213900-26-061792","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-28T12:30:18+00:00","headline":"Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform","event_type":"m_and_a","sec_items":["1.01","5.03","2.01","2.03","3.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 2.01, 2.03, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061792","json":"https://secwatch.observer/filing/0001213900-26-061792.json","markdown":"https://secwatch.observer/filing/0001213900-26-061792.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","comparable_excerpt":"On May 26, 2026, in connection with the closing of the Acquisition, the Company filed a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and restrictions of the Series D Preferred Stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001104659-26-066981","ticker":null,"company_name":"Veris Residential, L.P.","filed_at":"2026-05-27T20:44:11+00:00","headline":"Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.02, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-066981","json":"https://secwatch.observer/filing/0001104659-26-066981.json","markdown":"https://secwatch.observer/filing/0001104659-26-066981.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/924901/000110465926066981/tm2615596d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm","comparable_excerpt":"Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}