SCHEDULE: Soho House Goes Private, Burkle's OA3 Acquires Shares

Soho House & Co Inc. has completed its take-private merger, delisting from the NYSE, with key shareholders adjusting their equity stakes and Ronald W. Burkle's OA3, LLC acquiring additional shares.

Summary

• Soho House & Co Inc. has completed a merger, resulting in the company becoming privately held by Reinvestment Stockholders and Equity Investors.
• The company intends to delist its Class A Common Stock from the NYSE and file a Form 15 with the SEC for deregistration, ceasing reporting obligations under Section 13(d).
• Ronald W. Burkle assigned his rights and obligations under a letter agreement to OA 3, LLC (OA3), which is managed by Mr. Burkle.
• OA3 paid Nicholas Keith Arthur Jones US$26,400,000 for Subject Shares, with the transfer occurring on January 27, 2026.
• An additional cash payment of US$6,600,000 is due to Mr. Jones from OA3 by December 31, 2026, if the merger was consummated prior to that date.
• Mr. Jones ceased to serve as a member of the Issuer's board of directors immediately following the merger's effective time.
• A Voting Agreement was entered into by post-Closing stockholders, including reporting persons, to govern equity investment rights and obligations.
• Richard Caring reduced his designated Rollover Shares, with 39,845,438 shares of Class B Common Stock remaining outstanding, while the remainder were converted into cash.
• Merger Sub secured an additional equity commitment of $99,999,999.00, with $29,999,998.00 specifically used to reduce Mr. Caring's rollover shares.
• The Voting Group, including Mr. Burkle, Mr. Caring, Mr. Jones, and various Yucaipa funds, beneficially owns 141,682,049 shares of Class A Common Stock, representing 76.9% of the class and approximately 97.1% of the aggregate voting power.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive for the company's stability, as it formalizes the transition to private ownership with significant equity backing. However, it is negative for public shareholders due to the loss of liquidity.

Positives

• The company secured an additional equity commitment of $99,999,999.00, providing significant funding for the take-private transaction.
• The structured share transfer and payment agreements ensure a clear path for the company's transition to private ownership.

Negatives

• The delisting of Class A Common Stock from the NYSE will remove public market liquidity for existing shareholders.
• Public shareholders will lose their investment in a publicly traded entity as the company transitions to private ownership.

Risks

• The company's transition to a privately held entity means public shareholders will no longer have access to its shares on the NYSE, impacting liquidity.
• The cessation of reporting obligations under Section 13(d) will reduce transparency for former public investors.

Future Outlook

Soho House & Co Inc. will transition from a publicly traded entity to a privately held company. This involves delisting its Class A Common Stock from the NYSE and deregistering with the SEC, which will cease the reporting persons' obligations under Section 13(d) of the Act. The company's future operations and governance will be managed under the terms of the Voting Agreement among its post-Closing stockholders.

Industry Context

StockSavvy.ai notes that the take-private transaction for Soho House & Co Inc. reflects a broader trend where companies, particularly those with complex ownership structures or seeking to avoid public market scrutiny, opt for private ownership. This move allows for greater operational flexibility and strategic decision-making without the pressures of quarterly reporting and public market volatility. The involvement of significant equity investors and existing shareholders in the 'rollover' structure is typical for such transactions, aiming to consolidate control and streamline governance.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Related Party Transactions

• Ronald W. Burkle assigned his rights and obligations under a Letter Agreement to OA 3, LLC, which he manages, for the purchase of Subject Shares from Nicholas Keith Arthur Jones.
• OA3, LLC made a cash payment of US$26,400,000 to Nicholas Keith Arthur Jones for Subject Shares and has a contingent payment obligation of US$6,600,000.
• Richard Caring, an existing stockholder, entered into a Rollover Side Letter No. 2 with the Issuer, reducing his designated Rollover Shares and converting the remainder into cash.

Stakeholder Impact

• Shareholders: Public shareholders will lose liquidity as the company delists from the NYSE and becomes privately held. Those who did not roll over their shares received cash consideration.
• Equity Investors and Reinvestment Stockholders: These stakeholders now own the privately held company and are subject to the terms of the new Voting Agreement, consolidating their control and influence.
• Management: Mr. Jones ceased to be a director, indicating a change in board composition following the take-private transaction.

Next Steps

• The Issuer intends to remove its Class A Common Stock from listing on the NYSE.
• The Issuer intends to file with the SEC a certification and notice on Form 15 for deregistration under Section 12(b) of the Act.
• Once Form 15 becomes effective, reporting obligations under Section 13(d) of the Act will cease for the Reporting Persons.
• OA3 is obligated to pay Mr. Jones an additional US$6,600,000 by December 31, 2026, if the Merger was consummated prior to that date.

Key Dates

Recommendation

For public shareholders, the company's transition to private ownership and subsequent delisting from the NYSE means their shares will no longer be publicly traded. Therefore, any remaining public shareholders should sell their shares to realize value before the delisting process is complete, as liquidity will be severely diminished or eliminated.

Keywords

Soho House & Co Inc., take-private, merger, delisting, SEC filing, Schedule 13D, Ronald W. Burkle, OA3 LLC, Nicholas Keith Arthur Jones, Richard Caring, Class A Common Stock, Class B Common Stock, beneficial ownership, corporate governance, equity commitment