Soho House Secures $200M in Alternative Financing, Paving Way for Merger Completion

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Soho House & Co Inc. has successfully addressed a $200 million funding shortfall for its pending merger by securing alternative commitments. This development removes a significant financial contingency that arose after MCR Hospitality Fund IV LP withdrew its original commitment. The new financing, comprising a mix of fresh equity, an upsized debt facility, and additional rollover commitments, ensures the merger can proceed as planned. This resolution is a critical positive step, de-risking the transaction and providing clarity on the company's future ownership. Investors should view this as a strong signal for the merger's imminent closing.

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• Merger Funding Gap Resolved

  The company secured approximately $200.0 million in alternative commitments to fully fund the merger, replacing a prior $200.0 million withdrawal by MCR Hospitality Fund IV LP.

• New Equity Commitments Secured

  Merger Sub received a new $50.0 million equity commitment from Morse Ventures Inc., with MCR also committing an additional $50.0 million, totaling $100.0 million in new equity.

• Debt Facility Upsized

  Soho House HoldCo increased its senior unsecured notes facility by $70.0 million to $220.0 million, with Apollo Capital Management's equity commitment reduced by $20.0 million, resulting in a net $50.0 million increase in debt financing.

• Additional Rollover Commitments

  Existing rollover agreements were amended, leading to an additional $50.0 million in shares remaining outstanding, thereby reducing the cash required for the merger.

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Soho House & Co Inc. has successfully addressed a $200 million funding shortfall for its pending merger by securing alternative commitments. This development removes a significant financial contingency that arose after MCR Hospitality Fund IV LP withdrew its original commitment. The new financing, comprising a mix of fresh equity, an upsized debt facility, and additional rollover commitments, ensures the merger can proceed as planned. This resolution is a critical positive step, de-risking the transaction and providing clarity on the company's future ownership. Investors should view this as a strong signal for the merger's imminent closing.