Soho House & Co Inc. 8-K

What Happened Soho House & Co. (SHCO) filed an 8-K on Jan 29, 2026 reporting the closing of the previously announced merger. At the Effective Time, most outstanding Class A and Class B common shares were cancelled and converted into the right to receive $9.00 per share in cash (the “Per Share Price”), with certain shares designated as “Rollover Shares” remaining outstanding. The company also repaid in full the outstanding indebtedness under its prior notes purchase agreement and terminated those commitments. Soho House notified the NYSE to suspend trading prior to the opening on Jan 29, 2026 and requested delisting/deregistration; it intends to file a Form 15 after delisting to suspend Exchange Act reporting. The company’s certificate of incorporation and bylaws were amended and restated at closing.

Key Details

• Per Share Price paid on conversion: $9.00 per share in cash (subject to withholding).
• Rollover Shares remaining outstanding after closing: 13,859,953 Class A shares held by the GS Funds and 39,845,438 Class B shares held by Richard Caring.
• New equity commitments/funding: Momentum Solutions II, LLC funded $100.0M; MCR Hospitality Fund IV entities and Morse Ventures funded approximately $55.0M and $45.0M, respectively (total $100.0M).
• Debt: All outstanding indebtedness under the March 23, 2021 notes purchase agreement was repaid in full and commitments terminated.
• Board/charter changes: Soho House’s certificate of incorporation and bylaws were amended and restated at the Effective Time.
• Listing/reporting: Soho House requested NYSE suspend trading and file Form 25 to delist; it plans to file Form 15 after delisting (reporting obligations will be suspended upon Form 15).

Why It Matters

• For public shareholders: Most holders received $9.00 per share in cash; holders who agreed to “rollover” kept shares in the private company and did not receive cash at closing. Shareholders who validly pursued appraisal rights are treated separately under Delaware law.
• Liquidity and trading: With the NYSE delisting and planned Form 15, SHCO will stop periodic public reporting and its shares will no longer trade on the NYSE—reducing public market liquidity for remaining holders.
• Capital structure: Repayment of the prior notes purchase agreement removes that debt, and the new equity commitments provide fresh private capital to support the company as a private entity.
• Employee awards: Vested stock appreciation rights and most vested RSUs/PSUs were cashed out at the Per Share Price (subject to exceptions for certain reinvestment/rollover arrangements); some unvested awards continue and remain tied to Class A shares per the agreements.