Soho House Enters Merger Agreement with EH Parent for $200M Financing

In a regulatory filing, Soho House said that as previously disclosed, on August 15, 2025, Soho House entered into an Agreement and Plan of Merger with EH Parent LLC, a Delaware limited liability company and an affiliate of The Yucaipa Companies LLC, a Delaware limited liability company, and EH MergerSub Inc. In connection with the execution of the Merger Agreement, MCR Hospitality Fund IV LP and MCR Hospitality Fund IV QP LP delivered an equity commitment letter pursuant to which MCR committed, subject to the terms and conditions thereof, to purchase $200M of shares of Merger Sub common stock at a price of $9.00 per share, at or prior to the closing of the Merger. MCR's Closing Commitment is intended to be used to fund a portion of the consideration payable to the company's stockholders in connection with the Merger. On January 5, 2026, MCR informed Yucaipa that it will not be able to fund its Closing Commitment in full at or prior to the currently anticipated Closing date. However, Yucaipa and the Special Committee of the Board of Directors of the company, together with their respective advisors, are engaging with affiliates of MCR, as well as other parties, to secure the funding of the $200M evidenced by MCR's Closing Commitment. Soho House said: "While numerous options are being pursued, there can be no assurance that such efforts will be successful. In the meantime, the Company will proceed with its special meeting of stockholders to adopt the Merger Agreement, scheduled to occur on January 9, 2026. The parties to the Merger Agreement intend to close the Merger as soon as possible following the satisfaction of the conditions to Closing under the Merger Agreement." Shares of Soho House are down 15.6% in morning trading to $7.57.