Soho House & Co Inc. 8-K

What Happened Soho House & Co. (SHCO) filed an 8‑K (Item 8.01) reporting that, after MCR Hospitality Fund IV told parties on Jan 5, 2026 it could not fund its $200.0M closing commitment, the company, Merger Sub and Soho House HoldCo executed alternative equity, debt and rollover commitments on Jan 13–14, 2026 to cover roughly $200.0M needed for the previously announced merger (Merger Agreement dated Aug 15, 2025). Key actions include a $50.0M equity commitment from Morse Ventures (backed by a proposed third‑party secured note facility), MCR’s commitment for $50.0M under the original agreement (for a combined $100.0M from Morse + MCR), an upsized HoldCo senior unsecured notes facility increased from $150.0M to $220.0M (Amended and Restated Debt Commitment Letter with Apollo and GS investors), and rollover amendments adding equity from the GS Funds and Richard Caring that reduce required cash by ~$50.0M.

Key Details

• Merger timeline: Merger Agreement signed Aug 15, 2025; MCR inability to fund disclosed Jan 5, 2026; alternative commitments executed Jan 13–14, 2026; parties intend to close by late January 2026, subject to conditions.
• Equity commitments: Morse Ventures agreed to $50.0M (Morse Commitment) supported by a pending Third Party Secured Note Facility; MCR notified it will provide $50.0M under its Original MCR Commitment, for $100.0M total from those sources. Merger Sub and the Company retain the right to enforce the full Original MCR Commitment if needed.
• HoldCo financing: Soho House HoldCo’s senior unsecured notes facility increased from $150.0M to $220.0M (Upsized HoldCo Facility); Apollo’s equity commitment reduced from $50.0M to $30.0M in connection with the upsizing.
• Rollover amendments: GS Funds to rollover an additional 1,552,662 Class A shares; Richard Caring to rollover an additional 37,377 Class A and 4,113,833 Class B shares, lowering cash required to close by ~$50.0M.

Why It Matters These financing and rollover changes are intended to preserve the capital structure needed to close the planned merger on the announced timeline. For investors, the filing shows replacement and reallocation of equity and debt commitments (including a material increase in HoldCo debt and new individual commitments) that materially affect how the acquisition will be funded. However, the commitments are subject to execution of definitive documents, customary diligence (including for the third‑party secured note facility backing Morse’s commitment), and other closing conditions — meaning the merger is not guaranteed until all conditions are satisfied. The company also cautioned that forward‑looking statements carry risks and may not be updated publicly.