Soho House & Co (SHCO) Proxy Filing summary

Executive summary

• The company entered into a definitive merger agreement on August 15, 2025, to be acquired and taken private by an investor group led by Yucaipa, with support from Apollo, MCR, and the Bruce Group, at $9.00 per share in cash, representing an 83% premium to the unaffected stock price.

• The merger is structured as a “going private” transaction, with the company to be delisted from the NYSE and all public shareholders (except certain rollover investors) cashed out.

• The Special Committee of independent directors, advised by Morgan Stanley and independent counsel, unanimously determined the transaction is fair to unaffiliated shareholders and recommended approval.

• The Board, following the Special Committee’s recommendation, also unanimously approved the merger and recommends shareholders vote in favor.

Voting matters and shareholder proposals

• Shareholders are being asked to vote on the Merger Proposal (adoption of the merger agreement and related agreements) and the Adjournment Proposal (to adjourn the meeting if more votes are needed).

• Approval requires both a majority of the total voting power and a majority of votes cast by unaffiliated shareholders.

• Reinvestment Stockholders, holding approximately 97.8% of voting power, have agreed to vote in favor of the merger.

• Dissenting shareholders who do not vote in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The Special Committee was composed solely of independent, disinterested directors and had full authority to negotiate and reject the transaction.

• The post-merger board will be reconstituted to include representatives from Yucaipa, MCR, Richard Caring, and Ashton Kutcher.

• The Voting Agreement and amended charter/bylaws will govern post-merger governance, including director nomination rights and consent rights for major actions.