Soho House & Co (SHCO) Proxy Filing summary

Executive summary

• A definitive agreement was signed for a take-private merger, valuing shares at $9.00 each, an 83% premium over the unaffected share price, with an implied enterprise value of $2.7 billion.

• MCR Investors, led by Tyler Morse, will acquire outstanding shares not held by significant shareholders, with existing shareholders like Ron Burkle and Yucaipa rolling their equity and retaining majority control.

• Apollo and Goldman Sachs Alternatives are providing hybrid capital and debt financing, with additional equity from a consortium led by Ashton Kutcher.

• The transaction is expected to close by the end of 2025, subject to regulatory and shareholder approvals, after which the company will be delisted from the NYSE.

• The Special Committee of independent directors unanimously recommended the transaction, citing immediate value to shareholders.

Voting matters and shareholder proposals

• The merger requires approval by a majority of all outstanding shares and a majority of unaffiliated shareholders.

• A special committee recommended the merger and the board unanimously approved submitting it to shareholders for a vote.

• Dissenting shareholders are entitled to appraisal rights under Delaware law.

• The company is subject to a no-shop provision but may consider superior proposals under a fiduciary out.

Board of directors and corporate governance

• The board will be reconstituted post-merger, with Tyler Morse of MCR joining as Vice Chairman and Ashton Kutcher joining after completion.

• The board and special committee were advised by independent legal and financial advisors.

• The certificate of incorporation and bylaws will be amended and restated at the effective time of the merger.