Soho House & Co Inc. 8-K

What Happened

• Soho House & Co. Inc. (SHCO) filed an 8‑K on 2025‑12‑31 to supplement the definitive proxy (filed 2025‑12‑11) for its pending merger with EH Parent LLC (Merger Agreement dated 2025‑08‑15). The filing adds voluntary disclosures after receiving stockholder letters alleging deficiencies (which Soho House denies) and replaces the surviving corporation bylaws (Exhibit 99.1). The special meeting of stockholders to vote on the merger is scheduled for January 9, 2026 (10:00 a.m. ET) via webcast.

Key Details

• Merger timeline: Merger Agreement signed August 15, 2025; definitive proxy filed December 11, 2025; special meeting January 9, 2026.
• Valuation inputs: Morgan Stanley’s DCF base WACC ~12.8% (sensitivity 12.2%–13.5%); base cost of equity ~15.3%; pre‑tax cost of debt 11%; debt/total capitalization ~36.7%.
• Balance sheet adjustments: Morgan Stanley deducted net debt of ~$884 million and consolidated minority interests of ~$2 million (as of June 30, 2025) when deriving implied equity values.
• Levered buyer analysis: Morgan Stanley estimated implied per‑share values of $7.37–$9.65 (sensitivity case $6.27–$7.03).
• Adviser fee: Citi’s fee to Soho House is contingent on closing and is at least $10.0 million and up to $13.0 million.

Why It Matters

• These supplemental disclosures provide investors more detail about the deal process, the financial analyses underpinning the special committee’s fairness opinion, and assumptions Morgan Stanley used (WACC, debt, projected exit multiples). The disclosed net debt and per‑share valuation ranges give concrete reference points for assessing the proposed transaction price. Replacement of the surviving company bylaws is a procedural change tied to post‑merger governance. Retail investors should review the full definitive proxy and Schedule 13E‑3 (available on sec.gov) before voting or making investment decisions.