Soho House has pulled back from the brink after securing $200 million in alternative financing, clearing the final hurdle to completing its long-planned move back to private ownership.
The deal, valued at approximately $2.7 billion and priced at $9 per share, had been thrown into uncertainty earlier this month when a key investor disclosed it would not be able to meet its original funding commitment by the expected closing date.
The revised financing package replaces the shortfall and is expected to allow the transaction to close by late January 2026. Under the new structure, a venture created by MCR Chairman and CEO Tyler Morse, known as Morse Ventures, has committed $50 million in equity.
MCR itself has added another $50 million, bringing their combined contribution to $100 million. Morse Ventures has arranged a third-party secured note facility to support its investment, strengthening confidence in the funding’s durability.
The new commitments resolve what had become the central risk to the transaction. Just days earlier, disclosures indicated that MCR would not be able to fully fund its previously agreed $200 million contribution, prompting concerns that the deal to take the members-only club private could collapse at the last moment. Instead, the reworked package reshapes the capital stack while preserving the overall valuation and timeline.
Debt Restructuring and Shareholder Rollovers Bridge the Gap
Beyond new equity, Soho House also renegotiated key elements of its debt and shareholder arrangements to reduce the amount of cash required at closing. The company amended its debt commitment with Apollo Capital Management and GS Principal Investors, increasing the size of its senior unsecured notes facility from $150 million to $220 million.
As part of that adjustment, Apollo reduced its equity commitment from $50 million to $30 million, shifting more weight toward debt financing while still supporting the transaction.
Additional relief came through amendments to rollover and support agreements with several major shareholders, including Broad Street Principal Investments, West Street Strategic Solutions funds, and Richard Caring. These parties agreed to roll over a larger portion of their Class A and Class B shares instead of cashing them out at the merger price. That decision reduced the cash required to close the deal by roughly $50 million, playing a critical role in stabilizing the transaction.
Once completed, the go-private deal will leave Soho House Founder Nick Jones, Ron Burkle, and Yucaipa retaining a majority stake of approximately 75% in the business. The ownership structure underscores continued confidence from long-term stakeholders, even as the company exits public markets after four challenging years.
Founded in London in 1995, Soho House has grown into a global network of roughly 50 clubs, along with hotels, restaurants, and lifestyle experiences aimed at creative professionals. While its expansion brought strong brand recognition, operating as a public company exposed the group to market pressures that often conflicted with its long-term, community-driven model.
By returning to private ownership, Soho House is positioning itself to reset strategy, reduce financial scrutiny, and refocus on member experience and disciplined growth. With financing now secured and the final obstacle removed, the deal marks a pivotal turning point for one of hospitality’s most influential lifestyle brands.
