Soho House & Co Inc. 8-K

What Happened

• Soho House & Co. Inc. (SHCO) filed an 8‑K (Jan 8, 2026) reporting that an equity backer, MCR Hospitality Fund IV LP and MCR Hospitality Fund IV QP LP (“MCR”), has informed the buyer that it will not be able to fund its $200.0 million closing commitment in full at or prior to the currently anticipated closing date. The Merger Agreement dated August 15, 2025, calls for EH MergerSub Inc. (a Yucaipa affiliate) to merge into Soho House, with the company surviving. MCR agreed to buy Merger Sub common stock at $9.00 per share to finance part of the deal consideration.
• MCR notified the parties on January 5, 2026. Yucaipa and the Company’s Special Committee are working with MCR affiliates and other parties to secure the $200M, but the filing notes there is no assurance these efforts will succeed. The Company will proceed with a special stockholder meeting scheduled for January 9, 2026, to vote on adopting the Merger Agreement.

Key Details

• Merger Agreement execution date: August 15, 2025; Form 8‑K filed January 8, 2026.
• MCR Closing Commitment: $200.0 million to purchase Merger Sub common stock at $9.00 per share.
• MCR notice date: January 5, 2026 — informed it cannot fully fund by the currently anticipated closing.
• Company actions: Yucaipa and the Special Committee are seeking alternative funding; special stockholder meeting remains set for January 9, 2026. Filings include the Definitive Proxy Statement, Supplemental Disclosures and Schedule 13E‑3.

Why It Matters

• For investors, the immediate impact is that a key $200M equity financing intended to fund part of the merger consideration is uncertain, which could delay closing or require alternate financing or adjustments to transaction mechanics. The filing explicitly warns there is no guarantee the funding efforts will succeed. Shareholders are urged to read the Definitive Proxy Statement, Supplemental Disclosures and Schedule 13E‑3 for full details before voting or making investment decisions.