The deal, which values the private members club operator at $2.7bn, will see Soho House delist from the New York Stock Exchange four years on from its float.
Holders of common stock in the company will receive $9 per share in cash, a premium of approximately 83% over the closing stock price as of 18 December 2024, the last trading day prior to Soho House’s announcement of receipt of the offer.
Under the terms of the agreements, MCR, the third largest hotel owner-operator in the US, will become a shareholder of Soho House while Tyler Morse, MCR’s chairman and CEO, will join the group’s board of directors as vice chairman.
Further new equity capital will be provided by a consortium of strategic investors led by actor turned technology investor Ashton Kutcher, who will also join Soho House’s board of directors following completion of the transaction.
Existing significant shareholders including executive chairman Ron Burkle, founder Nick Jones and industry entrepreneur Richard Caring will retain majority control of the business.
Soho House, which operates 46 members clubs worldwide including 14 in the UK, announced last year that an internal special committee was assessing options for the business including a deal to go private.
It followed a tumultuous period for the group during which it was forced to hit back at claims made in a short seller report by GlassHouse Research that it was ‘a company with a broken business model and terrible accounting’.
The report, entitled Soho House & Co: A company facing an existential crisis, criticised Soho House for having what it called a ‘persistent lack of profitability’, issues with ‘overcrowding’, and a ‘perceived decline in service quality’.
At the time, Soho House said it ‘fundamentally rejected’ the report and claimed GlassHouse’s intention was to drive down the company’s stock price for its own benefit.
Earlier this month, Soho House reported an 8.9% rise in total revenue to $329.8m (£246.13m) for the 13 weeks to 29 June 2025, with growth across membership, food, beverage and accommodation sales.
Membership revenue increased 15.9% to $118.6m (£88.5m), with total Soho House membership up 4.7% year-on-year to 213,621.
In the UK, membership edged up to 72,907 across 14 Houses, compared with 72,543 across 13 Houses the prior year.