SCHEDULE: Soho House Take-Private Finalizes Rollover Shares

Soho House & Co Inc. and Goldman Sachs Funds finalize rollover share counts and amend agreements following the company's take-private transaction.

Summary

• Soho House & Co Inc. has finalized the rollover share count with the GS Funds in connection with its take-private transaction.
• An additional equity commitment of $99,999,999.00 was secured for the take-private transaction.
• $29,999,998.00 of this additional funding was designated as Incremental Equity Funding.
• This Incremental Equity Funding reduced the value of GS Funds' Class A Common Stock designated as Rollover Shares from $163,126,505 to $133,126,517.
• The number of Class A Rollover Shares held by GS Funds was reduced from 9,315,972 to 7,649,306 shares.
• The Merger was consummated on January 29, 2026, making Soho House & Co Inc. a privately held company.
• Shares not designated as Rollover Shares were canceled and converted into cash at $9.00 per share.
• The GS Entities entered into a Voting Agreement outlining post-Merger governance, transfer restrictions, and liquidity rights.
• The company's Class A Common Stock will be delisted and its registration terminated.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for the company's transition to a private entity, with the additional equity funding and finalized rollover terms providing clarity and a solid foundation for its future operations away from public market pressures.

Positives

• Successful consummation of the take-private merger, transitioning the company to private ownership.
• Securing an additional equity commitment of $99,999,999.00, strengthening the capital structure for the take-private transaction.
• Reduction in the number of Class A Common Stock designated as Rollover Shares from 9,315,972 to 7,649,306 due to incremental equity funding, potentially indicating a more favorable capital structure for the new private entity.

Negatives

• The delisting and termination of registration of Class A Common Stock means public investors will no longer have access to trade the company's shares.

Risks

• The Board of Directors may issue equity to fund emergency capital required for working capital needs during the Fundraising Period, which could dilute existing equity holders if not managed carefully.

Future Outlook

The company will transition to a privately held entity, with its Class A Common Stock delisted and registration terminated under the Exchange Act. Future governance and stockholder rights will be governed by a new Voting Agreement.

Management Comments

• The Company hereby notifies the GS Funds that Merger Sub has obtained an additional equity commitment letter with respect to the Company’s take-private transaction for $99,999,999.00.
• For clarity, any equity that the Board of Directors of the Company (the Board) issues to fund emergency capital required by the Company for its working capital needs (as determined in good faith by the Board) during the Fundraising Period shall not be applied or utilized as described under paragraph 5 of this Amendment and shall instead be utilized for the account of the Company for its working capital needs.
• The GS Funds hereby (x) acknowledge and agree that the above reductions in Rollover Share counts satisfy in full the Company’s obligations pursuant to paragraph 3 of the Rollover Side Letter with respect to the Additional Equity Funding; (y) acknowledge and agree that the above Rollover Share counts are accurate as shown and (z) agree to the amend the Rollover Amendment as indicated above.

Industry Context

StockSavvy.ai notes that the completion of this take-private transaction for Soho House & Co Inc. reflects a broader trend of companies seeking to escape public market scrutiny and compliance costs, especially in sectors that may benefit from long-term strategic adjustments away from quarterly earnings pressures. The involvement of Goldman Sachs funds as significant rollover investors indicates continued institutional confidence in the company's private market potential.

Comparison to Industry Standards

• The take-private transaction for Soho House & Co Inc. aligns with a trend seen in the hospitality and lifestyle sector, where companies like Belmond Ltd. (acquired by LVMH) or smaller boutique hotel chains have transitioned to private ownership or been acquired by larger entities to facilitate strategic repositioning or deeper integration into broader luxury portfolios.
• The $9.00 per share cash consideration for non-rollover shares would need to be benchmarked against recent comparable transactions in the hospitality or members-club industry, considering factors like revenue multiples, EBITDA multiples, and asset values, to assess its fairness to public shareholders.
• The significant rollover of shares by Goldman Sachs funds, representing 31.4% of the Class A Common Stock post-merger, is a common strategy in private equity-led take-privates, where existing institutional investors maintain a substantial stake to participate in future value creation, similar to the structure seen in the take-private of Dell Technologies by Michael Dell and Silver Lake.

Corporate Governance

Stakeholder Impact

• Shareholders (public): Will receive $9.00 per share for their Class A Common Stock, losing their investment in a publicly traded entity.
• Shareholders (GS Funds and other rollover investors): Will continue to hold equity in the now-private company, subject to the terms of the Voting Agreement, with potential for long-term value creation.
• Company Management: Will operate the company as a private entity, potentially with more flexibility away from public market pressures.
• Employees: No direct impact mentioned, but a private company structure can lead to different compensation and incentive structures.

Next Steps

• The Issuer will cause the delisting and termination of registration of its Class A Common Stock under the Exchange Act.
• The company will operate as a privately held entity under the terms of the new Voting Agreement.

Key Dates

Recommendation

For public shareholders, the consummation of the take-private merger means their Class A Common Stock will be canceled and converted into cash at $9.00 per share. There is no further upside potential in the public market, and holding the shares past the effective date of the merger would simply result in receiving the cash consideration. Therefore, the recommendation for public shareholders is to sell their shares or allow them to be converted as part of the merger process.

Keywords

Soho House, Take-Private, Merger, Goldman Sachs, Rollover Shares, Equity Funding, Delisting, Private Company, Corporate Governance, Schedule 13D