Soho House & Co (SHCO) Proxy Filing summary

Executive summary

• A special meeting is scheduled for January 9, 2026, to vote on a merger agreement that will take the company private at $9.00 per share, representing an 83% premium over the unaffected stock price as of December 18, 2024.

• The merger is backed by a consortium including Yucaipa, Apollo, MCR, and the Bruce Group, with significant equity and debt financing commitments totaling approximately $1.2 billion.

• A special committee of independent directors, advised by Morgan Stanley and legal counsel, unanimously determined the transaction is fair to unaffiliated shareholders and recommended approval.

Voting matters and shareholder proposals

• Shareholders will vote on the merger proposal and an adjournment proposal to allow for additional proxy solicitation if needed.

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

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

• Dissenting shareholders may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board and special committee, both comprised of independent and disinterested directors, unanimously recommend voting in favor of the merger.

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

• The voting agreement provides for board nomination rights and governance protections for major investors.