Soho House & Co Inc. (NYSE: SHCO) (“Soho House,” “SHCO,” or the “Company”), the global membership platform known for connecting a diverse, creative, and international community, today announced it has entered into definitive agreements for a take-private transaction. Under the deal, an investor group led by MCR, along with its Chairman and CEO Tyler Morse, will acquire all outstanding shares of Soho House not already held by certain significant shareholders.
SHCO’s Executive Chairman Ron Burkle and The Yucaipa Companies LLC (“Yucaipa”) will roll over their controlling equity interests into the newly private entity, ensuring they retain majority ownership and influence in the business following the closing of the transaction.
Premium Valuation for Shareholders
As part of the deal, common stockholders of Soho House will receive $9.00 per share in cash, representing an 83% premium over the closing share price on December 18, 2024, which was the final trading day before the company disclosed receipt of the acquisition proposal. The agreed purchase price implies a total enterprise valuation of approximately $2.7 billion for Soho House.
This premium is designed to deliver immediate and meaningful value to existing investors, reflecting both the company’s brand strength and its growth potential.
Strategic Transaction Details
MCR, recognized as the third-largest hotel owner-operator in the United States, will emerge as a key shareholder in the company. As part of the agreement, MCR CEO Tyler Morse will also join Soho House’s Board of Directors as Vice Chairman, signaling an intent to actively shape the company’s future direction.
MCR’s portfolio includes a collection of iconic hospitality assets, such as the TWA Hotel at JFK Airport, The High Line Hotel, and the Gramercy Park Hotel in New York City, as well as London’s BT Tower. Beyond its hotel ownership, MCR has invested in hospitality technology, including Stayntouch, a leading property management system, and Optii, a hotel operations software platform. MCR has consistently been recognized for innovation, earning accolades in Travel + Leisure’s World’s Best Hotels, Condé Nast Traveler’s Readers’ Choice Awards, and a spot in Fast Company’s list of the 10 Most Innovative Travel Companies.
Role of Financing Partners
To support the transaction, funds managed by affiliates of Apollo Global Management (“Apollo Funds”) will provide a hybrid capital solution. This involves a mix of debt and equity financing, part of which will be used to refinance Soho House’s existing Senior Secured Notes, thereby strengthening the company’s balance sheet.
Additional equity investment will come from a consortium of strategic backers led by Ashton Kutcher, a prominent technology investor and entrepreneur. Kutcher will also join the Soho House Board of Directors, bringing his experience in scaling consumer-facing platforms and his track record of identifying cultural trends.
Existing shareholders—including Richard Caring, Nick Jones, and Goldman Sachs Alternatives—will roll the majority of their holdings into the new private company. Goldman Sachs Alternatives, which has been invested in Soho House since 2021 through its Hybrid Capital strategy, will contribute additional capital and continue its long-term partnership with the brand.
Oversight by Independent Committee
In December 2024, Soho House’s Board of Directors established a Special Committee of independent directors to review and evaluate strategic alternatives. After months of negotiations and consultation with independent legal and financial advisors, the Special Committee unanimously recommended the transaction. The full Board of Directors subsequently gave unanimous approval.
Eric Deardorff, Chairman of the Special Committee, stated:
“After a detailed and thorough review, we determined that the $9.00 per share cash consideration represents a highly attractive outcome for our stockholders. It provides immediate liquidity and certainty of value. We look forward to supporting the company and its partners as they finalize the merger.”
Leadership Perspectives
Andrew Carnie, CEO of Soho House & Co, emphasized the significance of the deal:
“This transaction underscores the confidence our investors—both existing and new—have in Soho House’s future. Since our IPO in 2021, we have navigated a challenging macroeconomic environment yet delivered consistent growth. From 2022 through 2024, we achieved double-digit annual revenue increases and Adjusted EBITDA growth of more than 50% annually. These results reflect disciplined execution, resilience, and the enduring appeal of our brand.”
Carnie highlighted the company’s global expansion into creative hubs including São Paulo, Mexico City, Nashville, and Paris, while continuing to reinvest in established Houses worldwide. He also noted investments in financial and operational infrastructure, designed to give Soho House scalability and efficiency as it enters its next phase of growth.
“Returning to private ownership enables us to focus on long-term value creation without the quarterly pressures of public markets,” Carnie added. “With support from world-class hospitality operators and capital partners, we are confident in our ability to deepen member engagement and expand globally.”
Tyler Morse, CEO of MCR, echoed this enthusiasm:
“Soho House represents a truly unique cultural institution, bringing together creative communities in 46 Houses across the globe. We are honored to contribute to its growth story. At MCR, we view this investment as both a strategic opportunity and a cultural mission: to protect and expand the spirit of connection and creativity that defines Soho House. We look forward to supporting the opening of four new Houses in the near term and to ensuring members continue to experience world-class hospitality.”
Investor Commentary
Apollo’s Reed Rayman, Partner and Deputy Head of Hybrid Capital, commented:
“This transaction exemplifies the flexibility and scale of Apollo’s hybrid capital solutions. By combining debt and equity financing, we have crafted a structure that supports Soho House’s operational goals while creating a strong foundation for growth. We believe the brand is uniquely positioned in the global hospitality market and are excited to play a role in its continued success.”
Goldman Sachs Alternatives also reaffirmed its commitment. Beat Cabiallavetta, Global Head of Hybrid Capital, noted:
“Soho House is a differentiated and resilient business with global appeal. Its membership platform has cultivated a loyal following across diverse geographies. We are proud to extend our partnership with the management team and shareholders as the company enters a new chapter.”
Path Forward
The transaction, subject to customary closing conditions and regulatory approvals, is expected to close by the end of 2025. Approval will also be required from a majority of shareholders excluding new investors, rollover stockholders, company directors, executives, and their affiliates.
Once completed, Soho House will transition back into private ownership, supported by a coalition of experienced hospitality operators, institutional investors, and strategic partners. The move is designed to secure financial stability, accelerate growth, and preserve the unique member-first ethos that has made Soho House an industry leader.
As the company prepares for its next chapter, the combination of operational expertise from MCR, financial strength from Apollo and Goldman Sachs, and cultural insight from Ashton Kutcher and other investors signals a dynamic new era for Soho House—one that blends tradition with innovation while safeguarding its creative DNA.
