--- 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" generated_at: "2026-05-16T06:32:41.102366+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Soho House goes private at $9.00/sh; $915M debt; new board includes Kutcher ## Summary - 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. ## SEC filing metadata - accession: 0001140361-26-002807 - form_type: 8-K - cik: 0001846510 - company_name: Soho House & Co Inc. - filed_at: 2026-01-29T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 8.01, 2.03, 3.01, 3.03, 5.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-002807 - JSON: https://secwatch.observer/filing/0001140361-26-002807.json - Plain text: https://secwatch.observer/filing/0001140361-26-002807.txt ## 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_url: https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm - 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_url: https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm - claim_id: 9cbd5115a9e2449d4414b16045875ca7ba12d979 claim: 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. evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1846510/000114036126002807/0001140361-26-002807-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.